PARTNERSHIP
INTERESTS
PURCHASE AGREEMENT
THIS PARTNERSHIP
INTERESTS PURCHASE AGREEMENT (this "Agreement") is made as of this 17th day
of July, 2004, by and among JEFFREY I. FRIEDMAN ,
an individual ("Friedman"), and JIFCO , an Ohio
corporation ("JIFCO") (Friedman and JIFCo are hereinafter sometimes
referred to together as "Sellers"), and WINCHESTER,
INC. , an Ohio corporation ("Buyer").
W I T N E S S E T
H
WHEREAS,
Friedman owns a 1% general
partnership interest and JIFCO owns a 0.001% general partnership
interest (the "Partnership Interests") in Winchester, an Ohio
limited partnership (the "Partnership") pursuant to that certain
Amended and Restated Agreement and Certificate of Limited
Partnership signed by Sellers as general partners on May 21, 1984
(the "Partnership Agreement");
WHEREAS,
the Partnership is the fee owner of
that certain parcel of real property legally described on Exhibit A
attached hereto and made a part hereof known as Winchester I
Apartments located at 27400 Chardon Road, Willoughby Hills, Ohio
44094, together with all buildings, pools, poolhouses, fixtures,
appliances, and all personal property of the Partnership located on
such real property and used exclusively in connection with such
real property and other improvements located thereon or therein and
including all appurtenant rights and easements relating thereto
(collectively, the "Property");
WHEREAS,
Buyer desires to purchase the
Partnership Interests from Sellers, and Sellers desire to sell
their respective Partnership Interests to Buyer, on the terms and
subject to the conditions hereinafter stated;
NOW,
THEREFORE, for good
and valuable consideration received to the full satisfaction of
each of them, the parties agree as follows:
1. Purchase and Sale
of Partnership Interests . Upon the terms and subject
to the conditions set forth herein, each Seller agrees to convey,
sell, transfer, assign, and deliver to Buyer at the Closing (as
hereinafter defined), and Buyer agrees to buy and take from each
Seller at the Closing, all of each Seller's right, title, estate,
and interest in and to such Seller's respective Partnership
Interests, free and clear in each case of all liens, security
interests, and encumbrances whatsoever. Sellers waive and release
any claims for fees that may be payable by the Partnership to
either of them or any of their respective affiliates, except any
fees already accrued on the books and records of the Partnership as
of the date hereof.
2. Consideration
.
(a) Buyer shall pay to Sellers as
consideration for the sale of the Partnership Interests to Buyer an
aggregate amount equal to 1.1% of the "net sales proceeds" derived
from the future sale of the Property to a bona fide third party
purchaser if and when such sale occurs. Payment of the
consideration described above shall be due within 10 business days
after the consummation of such sale and shall be allocated between
Sellers as set forth in the first "Whereas" recital clause of this
Agreement.
(b) For purposes of this Section
2, the term "net sales proceeds" shall mean the gross purchase
price for the Property less (i) all costs and expenses incurred in
connection with the sale of the Property (including, without
limitation, broker fees, legal fees, accounting fees, transfer
taxes and conveyance fees and any other customary closing costs,
but without any deduction for the principal amount, if any, of any
mortgage then encumbering the Property); (ii) the principal amount
of the existing mortgage as at June 30, 2004, in the amount of
$2,967,527; and (iii) Seller's pro rata share (1.001%) of the net
liabilities of the Partnership as at June 30, 2004, as shown on the
June 30, 2004 Balance Sheet of the Partnership attached to this
Agreement as Exhibit B, without regard to the real estate asset
value of the Property and any mortgage liabilities. Sellers shall
be entitled to a credit against their share of such net liabilities
in the sum of $30,984, which represents the amount of accrued fees
payable by the Partnership to Friedman, JIFCO or any of their
affiliates on the books and records of the Partnership as at June
30, 2004.
(c) The provisions of this
Section 2 shall survive the Closing.
3. Sellers
Representations and Warranties . Sellers represent and
warrant to Buyer that:
(a) Sellers are the sole general
partners of the Partnership and Sellers each have all necessary
power and authority to enter into this Agreement, to perform their
respective obligations hereunder and to consummate the transactions
contemplated hereby, without the consent or authorization of, or
notice to, any third party. This Agreement constitutes, and the
other documents and instruments to be delivered by Sellers pursuant
hereto (when delivered) wil
