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ASSIGNMENT OF COMMERCIAL PURCHASE AND SALE CONTRACT

Real Estate Purchase and Sale Agreement

ASSIGNMENT OF COMMERCIAL PURCHASE AND SALE CONTRACT
 | Document Parties: AEI FUND  MANAGEMENT,  INC | GROWTH   FUND  XIX  LIMITED  PARTNERSHIP You are currently viewing:
This Real Estate Purchase and Sale Agreement involves

AEI FUND MANAGEMENT, INC | GROWTH FUND XIX LIMITED PARTNERSHIP

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Title: ASSIGNMENT OF COMMERCIAL PURCHASE AND SALE CONTRACT
Governing Law: Texas     Date: 3/30/2006

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                           ASSIGNMENT
                               OF
              COMMERCIAL PURCHASE AND SALE CONTRACT

      THIS   ASSIGNMENT   made and entered into this   16th   day   of
January,   2006,   by   and   between AEI FUND   MANAGEMENT,   INC.,   a
Minnesota   corporation, ("Assignor") and AEI NET LEASE   INCOME   &
GROWTH    FUND   XIX   LIMITED   PARTNERSHIP,   a   Minnesota    limited
partnership.

     WITNESSETH, that:

     WHEREAS, on the 16th day of November, 2005, Assignor entered
into a Commercial Purchase and Sale Contract (referred to as   the
"Agreement")   for that certain property located at 621   South   77
Sunshine   Strip,   Harlingen, Texas (the "Property")   with   Meyer-
Lamph   Development Group, Ltd., a Texas limited   partnership,   as
Seller; and

      WHEREAS, Assignor desires to assign to AEI Net Lease Income
&   Growth   Fund   XIX   Limited   Partnership   ("Assignee")   all   of
Assignor's   rights,   title and interest   in,   to   and   under   the
Agreement   regarding the Property and Assignee desires to   assume
all of Assignor's rights, title and interest in, to and under the
Agreement regarding the Property as hereinafter provided

      NOW,   THEREFORE, for One Dollar ($1.00) and other good   and
valuable   consideration, receipt of which is hereby acknowledged,
it is hereby agreed between the parties as follows:

     1.     Assignor assigns all of its rights, title and interest
     in,   to and under the Agreement to Assignee, to have and   to
     hold the same unto the Assignee, its successors and assigns;
    
     2.      Assignee    hereby   assumes   all    rights,    promises,
     covenants, conditions and obligations under the Agreement to
     be   performed by the Assignor thereunder, and agrees   to   be
     bound   for   all   of   the obligations of Assignor   under   the
     Agreement.

All   other   terms   and conditions of the Agreement   shall   remain
unchanged and continue in full force and effect.

ASSIGNOR:

AEI FUND MANAGEMENT, INC.,
a Minnesota corporation

By:   /s/ Robert P Johnson
         Robert P. Johnson, its President


         [SIGNATURES TO CONTINUE ON THE FOLLOWING PAGE]
ASSIGNEE:

AEI Net Lease Income & Growth Fund XIX Limited Partnership,
a Minnesota limited partnership

By:   AEI Fund Management XIX, Inc.,
     a Minnesota corporation, its General Partner
                        
                        
By:   /s/ Robert P Johnson
         Robert P. Johnson, its President



              COMMERCIAL PURCHASE AND SALE CONTRACT

                       Advance Auto Parts
                               

This   Purchase   and Sale Contract ("Agreement") is   entered   into
this   16th day of November, 2005, between MEYER-LAMPH DEVELOPMENT
GROUP,       LTD.,       a       Texas      Limited       Partnership,
(hereinafter   referred to as "Seller") and AEI   FUND   MANAGEMENT,
INC.,   a   Minnesota corporation, or its assigns   ("Buyer").    The
date   on   which the last party hereto executes this Agreement   is
hereafter referred to as the "Effective Date".


Seller is the owner of that certain real property, and
improvements thereon, referred to as    Advance Auto
Parts generally located at 621 South 77 Sunshine Strip in the
City of Harlingen, County of Cameron, State of Texas, and more
particularly described on Exhibit "A" attached hereto and
incorporated herein (the "Property").

The   Property   shall   also   include   Seller's   interests   in   the
  following items:

  1.   Any and all privileges and appurtenances pertaining to the
     Property, including any right, title and interest of Seller in or
     to adjacent streets, easements, alleys or right(s)-of-way;

  2.   Any   and   all   trade   names used in   connection   with   the
     Property;

  3.   All personal property utilized by Seller in the operation of
     the Property that is currently located on the Property;

  4.   All of Seller's interest in and rights and obligations under
     the Lease dated January   28, 2005, by and between Seller and
     Advance Stores Company, Incorporated, a Virginia corporation (the
     "Tenant"), providing for the use and occupancy of the Property
     (the "Lease"), and all rents prepaid for any period subsequent to
     the Closing date (defined below); and

  5.   To   the   extent   assignable by Seller and   not   previously
     assigned to Tenant as required under the Lease, all   of   the
     following,   if   any, relating solely to   the   Property;   (1)
     warranties, guaranties, indemnities, and claims (all subject to
     Seller's   reservation of its rights with respect   to   claims
     thereunder which arise from facts or circumstances existing prior
     to the Closing Date or during any period when Seller remains
     liable to Tenant or Buyer with respect to the Property), (2)
     plans, drawings, specifications, surveys, engineering reports,
     and other technical information, and (3) other property (real,
     personal, or any other) relating to the leasing, maintenance,
     service,   or   operation of the Property, or the Lease   (such
     assignment to be subject to Seller's reservation of its rights
     with respect to claims thereunder which arise from facts   or
     circumstances existing prior to the Closing Date or during any
     period when Seller remains liable to Tenant or Buyer with respect
     to the Property).

Save and Except; any Oil, Gas, and other Minerals which have   not
been previously reserved.   Said Oil, Gas, and other Minerals,   if
any, will be reserved by Seller.

All   of   the   Property shall be sold, conveyed, and   assigned   to
Buyer   at   Closing (defined below) free and clear   of   all   liens
except   for   the   lien of real property taxes   not   yet   due   and
payable,   and   subject   to   the Permitted   Encumbrances   (defined
below).


                      TERMS AND CONDITIONS

For   the   mutual   covenants contained in this   Agreement,   Seller
agrees   to   convey   the Property to Buyer, and   Buyer   agrees   to
purchase   the   Property from Seller, on the following   terms   and
conditions:

1)    PURCHASE   PRICE:   The total purchase price for the   Property
     is One Million, Five Hundred Sixty One Thousand, Nine Hundred
     Dollars ($1,561,900) (the "Purchase Price").

2)    EARNEST   MONEY DEPOSIT: Within two (2) business   days   after
     the   Effective   Date of this Agreement, Buyer shall   deposit
     $25,000.00   (the   "Earnest Money") in   an   interest   bearing
     account   with   First American Title Insurance Company,   1900
     Midwest   Plaza,   801   Nicollet Mall, Minneapolis,   Minnesota
     55402   (the "Closing Agent") in its capacity as escrow agent
     in   one   or more fully insured accounts of Federally insured
     banking or savings institution(s), pursuant to the terms   of
     this Agreement.

     If this Agreement is timely terminated pursuant to any right
     contained   herein,   the Earnest Money shall   be   immediately
     returned   to   Buyer.    With the removal of the contingencies
     set forth in Paragraph(s) 4 and 8 hereof, or any other right
     of   termination   herein   reserved   to   Buyer,   and   if   this
     Agreement   is   not   terminated prior to   expiration   of   the
     Feasibility   Period (as defined below), Buyer shall   deposit
     an   additional $25,000.00 with the Closing Agent, increasing
     the Earnest Money to $50,000.00 and the entire Earnest Money
     shall   be   non-refundable.   The entire   Earnest   Money,   any
     additions thereto and any interest earned thereon, shall   be
     credited   to   the   Purchase Price at the   Closing   Date   (as
     defined   below), unless otherwise provided herein. If   Buyer
     fails    to   timely   deliver   the   additional   Earnest   Money
     deposit,   Seller   may,   at Seller's option,   terminate   this
     Agreement   by   delivering a written   termination   notice   to
     Buyer.

     If   for any reason this Agreement is terminated prior to the
     expiration    of   the   Feasibility   Period,   or   the    Second
     Feasibility   Period (as defined below) if such occurs,   then
     the Earnest Money and any interest accrued thereon shall   be
     immediately    returned   to   Buyer.     If    the    transaction
      contemplated   hereby proceeds to Closing, the Earnest   Money
     shall be paid to Seller at Closing and Buyer shall receive a
     credit   against the Purchase Price payable hereunder in   the
     amount   of the Earnest Money plus interest accrued   thereon.
     If   the Buyer does not terminate this Agreement as set forth
     herein, or as allowed in Paragraphs 4, 8, 9, 14, 15, and   37
     hereof,   or   otherwise as expressly allowed hereunder,   then
     the   Earnest Money shall thereafter be deemed non-refundable
     (except   to   the extent any of the contingencies to   Buyer's
     performance    hereunder    (including    without    limitation,
     Seller's performance of its obligations hereunder) shall not
     be satisfied).
     Buyer has paid Seller $0.00 as independent consideration for
     Buyer's right to terminate by tendering such amount directly
     to Seller or Seller's agent.   If Buyer terminates under this
     paragraph, the deposit will be refunded to Buyer and   Seller
     will   retain the independent consideration.   The independent
     consideration   will   be credited to   the   sales   price   upon
     closing of the sale, if Buyer does not terminate within   the
     time required. In the event of termination, pursuant to   the
     terms   and rights contained herein, Buyer to return all   due
     diligence to broker within 5 calendar days.

     The balance of the Purchase Price in cash is to be deposited
     by Buyer into an escrow account with the Closing Agent on or
     before the Closing Date.

3)    CLOSING DATE: Closing of this transaction shall occur within
     fifteen (15) business days following the expiration   of   the
     Feasibility   Period (as defined below),   or   to   the   extent
     additional   time is needed to review the Updated Survey   per
     Paragraph   4(B),   whichever is latter (the "Closing   Date").
     If either party fails to close by the Closing Date, the non-
     defaulting   party   may exercise the remedies   set   forth   in
     Paragraph 15.

     A.     At   closing,   Seller   will   execute   and   deliver,   at
     Seller's   expense,   a special warranty   deed,   in   form   and
     substance   as   agreed upon by Seller and   Buyer   during   the
     Feasibility   Period.   The deed must include a vendor's   lien
     if   any part of the sales price is financed.   The deed   must
     convey good and indefeasible title to the Property and   show
     no   exceptions other than those permitted under Paragraph   4
     or   any   other   provisions of the   Agreement.    Seller   must
     convey the Property at closing:

       1.    with no liens, assessments, or Uniform Commercial Code or
       other security interest against the Property which will not be
       satisfied out of the sales price, unless the Buyer is assuming
       existing loans;
     
       2.    without any assumed loans in default; and

       3.    with no persons in possession of any part of the Property as
       lessees, tenants at sufferance, or trespassers except tenants
       under the written leases assigned to Buyer under this Agreement.
 
     B.     On   or   before the Closing Date, Seller,   at   Seller's
     expense, will also deliver:
         
          1.    tax statements showing no delinquent taxes on the Property;
         
          2.    a Bill of Sale with warranties to title conveying title,
          free and clear of all liens, to any personal property defined as
          part of the Property above, or sold under this Agreement, in form
          and substance as agreed upon by Seller and Buyer during the
          Feasibility Period;
         
          3.    an Assignment and Assumption of Lease in the form attached
          hereto and incorporated herein as Exhibit "B" (the "Assignment
          and Assumption of Lease");
         
           4.    to the extent that the following items are assignable, an
          Assignment and Assumption of Warranties, Guaranties, Indemnities
          and Intangibles (the form of said Assignment and Assumption of
          Warranties, Guaranties, Indemnities and Intangibles shall be in
          the form attached hereto and incorporated herein as Exhibit "C")
          to Buyer of the following items as they relate to the Property or
          its operations:
         
            (a)   licenses and permits;
              
            (b)   maintenance, management, and other contracts;
              
            (c)   warranties and guaranties; and
              
            (d)   consent to such warranties and guaranties, in the event that
            assignment of such is prohibited.
         
         
          5.    evidence that the person executing this Agreement is legally
          capable and authorized to bind Seller; and
         
          6.    Owner's/Seller's Affidavit, in form and substance as agreed
          upon by Seller and Buyer during the Feasibility Period;
         
          7.    FIRPTA Affidavit, in form and substance as agreed upon by
          Seller and Buyer during the Feasibility Period;
         
          8.    Estoppel from Tenant, in form and substance as defined in
          the Lease.   Buyer must decide during the Feasibility Period if
          this form is satisfactory to Buyer.
         
          9.    The original Lease and any and all   documentation modifying
           the Lease, including but not limited to, assignments, amendments,
          and letter agreements;
         
          10.    Any notices, statements, certificates, affidavits,
          releases, and other documents required by this Agreement, the
          title commitment, or applicable law that is necessary for the
          closing of the sale and the issuance of the title policy;
         
          11.    an Owner's Policy of Title Insurance issued by the Title
          Company in the amount of the Sales Price dated at or after the
          Closing, insuring Buyer against all loss under the Title Policy,
          subject only to only permitted exceptions approved by Buyer
          during the Feasibility Period by Buyer pursuant to Paragraph 4;
         
          12.    Certificate of Insurance of Lessee naming Buyer as
          additional insured and/or loss payee, as required by the Lease;
         
          13.    A project cost letter, signed by Seller, itemizing in
          percentages   totaling 100%, the following costs:    land
          acquisition, building construction, and site work.
         
            
            
   Until   Closing, Seller will operate the Property in   the   same
   manner   as   on   the Effective Date and will   not   transfer   or
   dispose   of   any   of the personal property described   in   this
   Agreement   or   to be sold under this Agreement before   Closing
   that is not authorized by separate agreement.

     C.    On or before the Closing Date, Buyer will:

          1.    deposit the Purchase Price with the Closing Agent;

          2.    deliver evidence that the person executing this Agreement is
          legally capable and   authorized to bind Buyer;
         
          3.    execute and deliver any notices, statements, certificates,
          or other documents required by this Agreement, Title Company, or
          law necessary to close the sale.

     D.     Seller   represents to Buyer that to the   best   of   its
     knowledge, all real estate taxes and installments of special
     assessments   due and payable on or before the   Closing   Date
     have   been   or will be paid in full as of the Closing   Date.
     It   is   understood between Seller and Buyer that all   unpaid
     levied   and   pending special assessments   are   paid   by   the
     Lessee   and shall be the responsibility of the Lessee   under
     the Lease after the Closing Date.
      
     In   the event Lessee does not pay any special assessments or
     real   estate taxes that are the responsibility of the Lessee
     under   the   Lease, Seller and Buyer agreed to each   pay   its
     prorata share of said assessments or taxes as of the Closing
     Date.
      
     The   Buyer   and   the Seller, as of the Closing   Date,   shall
     prorate: (i) all rent due under the Lease, if any,   (ii)   ad
     valorem    taxes,    personal   property   taxes,    charges    or
     assignments   affecting   the Property   (on   a   calendar   year
     basis), (iii) utility charges, including charges for   water,
     gas,   electricity,   and sewer, if any, (iv)   other   expenses
     relating to the Property which have accrued but not paid   as
     of    the    Closing   Date,   based   upon   the    most    current
     ascertainable    tax    bill    and   other    relevant    billing
     information, including any charges arising under any of   the
     encumbrances    to    the   Property.    To   the    extent    that
     information for any such proration is not available   on   the
     Closing   Date or if the actual amount of such taxes, charges
     or   expenses differs from the amount used in the   prorations
     at   closing,   then   the parties shall make   any   adjustments
     necessary   so   that the prorations at closing   are   adjusted
     based   upon   the   actual amount of such   taxes,   charges   or
     expenses.    The   parties agree to make such reprorations   as
     soon   as   possible after the actual amount   of   real   estate
     taxes,   charges   or   expenses prorated   at   closing   becomes
     available.   This provision and the respective obligations of
     the parties shall survive closing.


     E.    SALES EXPENSES:

       1.    Seller's Expenses: Seller will pay for the following costs,
       at or before closing, unless otherwise designated herein:
      
            a)     any and all costs associated with obtaining any releases of
                 existing liens, other than those liens assumed by Buyer,
                 including prepayment penalties and recording fees:
              
            b)    any and all costs associated with obtaining a release of
                 Seller's loan liability, if applicable;

c)     any   and   all   costs   associated   with   obtaining   any   tax
statements or certificates and any and all costs associated   with
bring   all real estate taxes current except those due and payable
in the year of closing and payable by Tenant under the Lease;

            d)    any and all costs associated with the preparation of the
                 Deed and any Bill of Sale as described in Paragraph 3;

             e)    any and all costs associated with obtaining the updated
                 title commitment/search and exam fee;

            f)    any and all costs associated the Owner's Title policy
                 premium;

            g)    one-half of any and all costs of any escrow fee;

            h)    one-half of any and all costs of the transfer taxes and/or
                 transfer fees;

            i)    one-half of any and all costs associated with the recording
                 of the Deed and Assignment and Assumption of Lease;

            j)    any and all costs to record any documents to cure title
                 objections that Seller must cure;

            k)    any and all costs associated with the assignment of
                 warranties and guaranties described in Paragraph 3(B)(4) or the
                 costs associated with obtaining the consent to such assignments
                 where required;

            l)    any and all costs relating to any brokerage commissions; and

            m)    any and all other expenses that Seller will pay under other
                 provisions of this Agreement.

       2.    Buyer's Expenses: Buyer will pay for the following costs, at
       or before closing:
      
            a)    one-half of any and all costs of the transfer taxes and/or
                 transfer fees,
              
            b)    one-half of any and all costs associated with the recording
                 of the Deed and Assignment and Assumption of Lease;

            c)    one-half of any and all costs of any escrow fee;

            d)    any and all costs associated with obtaining Buyer's required
                 title policy endorsements;

            e)    any and all costs of the updating and certifying the Due
                  Diligence Documents unless otherwise designated herein to be
                 paid by Seller; and

            f)    any and all other expenses that Buyer will pay under other
                 provisions of this Agreement

       Each   party   will   pay   its own attorneys'   fees   incurred
       during this transaction.

4)    TITLE AND SURVEY:
 
     A.     Title.    Seller shall order upon the Effective Date of
     this   Agreement,   at its sole expense, a commitment   for   an
     ALTA Owner's Policy of Title Insurance (most recent edition)
     issued   by the Closing Agent (the "Title Company"), insuring
     marketable   title   in   the Property, subject   only   to   such
     matters   as   Buyer may approve and contain such endorsements
     as   Buyer   may require that are available for a property   in
     Texas, including extended coverage and owner's comprehensive
     coverage   (the   "Title Commitment").   The   Title   Commitment
     shall   show Seller as the present fee owner of the   Property
     and show Buyer as the fee owner to be insured.
  
     The Title Commitment shall also include:
  
     a)    an   itemization of all outstanding and pending   special
          assessments and an itemization of taxes affecting the Property
          and the tax year to which they relate;
    
     b)     shall state whether taxes are current and if not, show the
           amounts unpaid;
    
     c)     the tax parcel identification numbers and whether the tax
           parcel includes property other than the Property to be purchased.
  
     All   easements,   restrictions,   documents   and   other   items
     affecting title shall be listed in Schedule "B" of the Title
     Commitment.     Copies   of   all   instruments   creating    such
     exceptions must be attached to the Title Commitment.
    
     Buyer   shall be allowed ten (10) business days after receipt
     of   the   Title   Commitment   and   copies   of   all   underlying
     documents   or   until   the   end of   the   Feasibility   Period,
     whichever   is later to be consistent with Article 8   hereof,
     for   examination   and the making of any objections   thereto,
     said objections to be made in writing or deemed waived.    If
     any   objections   are so made, the Seller   shall   be   allowed
     thirty   (30)   days   to   cure   such   objections   or   in    the
     alternative   to   obtain   a commitment   for   insurable   title
     insuring over Buyer's objections.   If Seller shall decide to
     make no efforts to cure Buyer's objections, or is unable   to
     obtain   insurable title within said thirty (30) day   period,
     this   Agreement   shall be null and void and   of   no   further
     force and effect (and the Earnest Money shall be returned in
     full   to Buyer immediately and neither party shall have   any
      further duties or obligations to the other hereunder).
    
     The   Buyer shall also have five (5) business days to   review
     and   approve   any   easement, lien,   hypothecation   or   other
     encumbrance   placed of record affecting the   Property   after
     the   date of the Title Commitment. If necessary, the Closing
     Date   shall be extended by the number of days necessary   for
     the   Buyer to have Five (5) business days to review any such
     items.    Such   Five   (5) business day   review   period   shall
     commence   on the date the Buyer is provided with   a   legible
     copy of the instrument creating such exception to title.
  
     The   Seller agrees to inform the Buyer of any item   executed
     by   the Seller placed of record affecting the Property after
     the date of the Title Commitment.   If any objections are   so
     made,   the Seller shall be allowed thirty (30) days to   cure
     such objections or in the alternative to obtain a commitment
     for   insurable   title insuring over Buyer's objections.    If
     Seller   shall   decide   to make no efforts   to   cure   Buyer's
     objections,   or is unable to obtain insurable   title   within
     said   thirty (30) day period, this Agreement shall   be   null
     and void and of no further force and effect (and the Earnest
     Money   shall   be   returned in full to Buyer immediately   and
     neither   party shall have any further duties or   obligations
     to the other hereunder).
  
  
     B.     Survey:    Within two (2) business days from receipt of
     Seller's   existing   ALTA survey, Buyer shall,   at   its   sole
     expense, order an updated as-built ALTA Survey (the "Updated
     Survey").
    
     Prior to the expiration of the Feasibility Period, or within
     seven   (7) business days from receipt of the Updated Survey,
     whichever occurs latter, Buyer shall specify in writing   any
     survey matters to which Buyer reasonably objects.   If   Buyer
     fails   to   object within this time period,   all   of   Buyer's
     survey   objections   shall be deemed to   be   waived   and   the
     Earnest   Money   shall   be deemed non-refundable.    If   Buyer
     objects   to any survey matter(s), Seller shall, within   five
     (5)    business    days   after   receipt   of    Buyer's    survey
      objections, deliver to Buyer written notice that either   (i)
     Seller   will,   at Seller's expense, attempt   to   remove   the
     survey   matter(s)   to   which Buyer has objected   before   the
     Closing   Date   or   (ii)   Seller is unwilling   or   unable   to
     eliminate   said   matter(s).   If Seller fails   to   so   notify
     Buyer or is unwilling or unable to remove any such matter(s)
     by the Closing Date, Buyer may either (i) elect to terminate
     this Agreement and receive back the entire Earnest Money, in
     which    event   Buyer   and   Seller   shall   have   no    further
     obligations   under   this Agreement; or, alternatively,   (ii)
     Buyer   may elect to purchase the Property hereunder   subject
     to such matter(s).

5)    NOTICES:

     A.    SPECIAL   ASSESSMENT   DISTRICTS:    If   the   Property   is
     determined to be situated within a utility district or other
     statutorily    created   district   providing    water,    sewer,
     drainage, or flood control facilities and services,   Chapter
     49   of   the   Texas Water Code requires Seller to deliver   to
     Buyer   as   part of the title documents the required   written
     notice   ("MUD   Notice")   and   Buyer   agrees   to   acknowledge
     receipt   of   the MUD Notice in writing prior to the   Closing
     Date.


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