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Sale And Purchase of Partnership Interests

This is an actual contract by Central Pacific Financial.

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Sectors: Banking
Governing Law: California , View California State Laws
Effective Date: June 25, 2001
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CKSS ASSOCIATES



SALE AND PURCHASE OF PARTNERSHIP INTERESTS



JUNE 25, 2001








AGREEMENT FOR SALE AND PURCHASE

OF PARTNERSHIP INTERESTS



dated June 25, 2001





among





KAJIMA DEVELOPMENT CORPORATION



SUMITOMO CORPORATION



SUMITOMO CORPORATION OF AMERICA



as "Sellers"





CENTRAL PACIFIC BANK



as "Purchaser"





CPB PROPERTIES, INC.



as "CPB Properties"








DOCUMENTS

TABLE OF CONTENTS





1. AGREEMENT FOR SALE AND PURCHASE OF PARTNERSHIP INTERESTS dated June 25, 2001 among Kajima Development Corporation, Sumitomo Corporation and Sumitomo Corporation of America, as Sellers, and Central Pacific Bank, as Purchaser, and CPB Properties, Inc., as CPB Properties



2. ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST dated June 12, 2001 By Kajima Development Corporation; Consent, dated June 25, 2001, by CPB Properties, Inc.; Acceptance, by Central Pacific Bank



3. ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST dated June 25, 2001 By Sumitomo Corporation; Consent, dated June 25, 2001, by CPB Properties, Inc.; Acceptance, by Central Pacific Bank



4. ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST dated June 15, 2001 By Sumitomo Corporation of America; Consent, dated June 25, 2001, by CPB Properties, Inc.; Acceptance, by Central Pacific Bank










AGREEMENT FOR SALE AND PURCHASE

OF PARTNERSHIP INTERESTS





THIS AGREEMENT is entered into as of the 25th day of June, 2001, by and among KAJIMA DEVELOPMENT CORPORATION , with an office at 901 Corporate Center Dr., Suite 104, Monterey Park, CA 91754 ("Kajima"); SUMITOMO CORPORATION , with an office at 8-11, Harumi 1-Chome, Chuo-ku, Tokyo, 104-8610, Japan (" Sumitomo"); and SUMITOMO CORPORATION OF AMERICA , with an office at 6 Concourse Parkway, Suite 2150, Atlanta, GA 30328 ("SCOA") (collectively, Kajima, Sumitomo and SCOA are hereinafter referred to as "Sellers"); and CENTRAL PACIFIC BANK , with an office at 220 South King Street, Honolulu, Hawaii 96813 ("Purchaser" ); and CPB PROPERTIES, INC. , with an office at 220 South King Street, Suite 1501, Honolulu, Hawaii 96813 (" CPB Properties").



RECITALS:





A. Kajima and CPB Properties are the general partners, and Sumitomo and SCOA are the limited partners, of that certain Hawaii limited partnership known as CKSS Associates (the "Partnership"), established pursuant to a Limited Partnership Agreement dated as of July 1, 1981, as amended.



B. Purchaser is the parent company of CPB Properties, Inc.



C. The Partnership is engaged in the business of development and ownership of commercial real estate, principally in Honolulu, Hawaii.



D. Sellers own, in the aggregate, fifty percent (50%) of the equity of the Partnership. Their respective interests (collectively, "Sellers92 Interests") are as follows:



Kajima 16.54123 %
Sumitomo 25.18816 %
SCOA 8.27061 %
Total 50.00000 %




E. Sellers desire to sell to Purchaser and Purchaser desires to purchase from Sellers all of Sellers92 Interests in accordance with the terms of this Agreement.





NOW, THEREFORE, the parties agree as follows:



1. Price . The price to be paid by Purchaser to Sellers in consideration for all of the right, title and interest in and to Sellers92 Interests, including but not limited to Sellers92 capital interests and shares of the Partnership92s goodwill and future income, shall be EIGHTEEN MILLION FIVE HUNDRED TWENTY-THREE THOUSAND ONE HUNDRED SIXTY-SIX AND 47/100 UNITED STATES DOLLARS (US$18,523,166.47) (the " Purchase Price"), which shall be paid in full at Closing (as such term is hereinafter defined in paragraph 9). In addition to the Purchase Price, Purchaser shall assume and become liable for all liabilities existing as of the day of Closing in








accordance with paragraph 2, which liabilities are estimated to be US$15,167,882.36. The portion of such liabilities attributable to the Sellers92 Interests is estimated to be US$7,583,941.18. The Purchase Price shall be allocated among the Sellers in proportion to their respective Sellers92 Interests, as follows:



Kajima $ 6,127,919.14
Sumitomo $ 9,331,289.61
SCOA $ 3,063,957.72
Total $ 18,523,166.47




2. Allocation of Purchase Price . The parties hereby agree that the Purchase Price shall be allocated among the assets of the Partnership attributable to Sellers92 Interests as follows:



Partnership Asset
Cash 1,142,941.97
Total Receivable from Tenants 494,530.58
Land, Buildings and Equipments 50,000,000.00
Total Deferred Cost 395,548.91
Total Other Assets 181,193.83
Total partnership Assets 52,214,219.29
Attributable to Sellers92 Interest (50%): A 26,107,109.65

Partnership Liabilities 15,167,882.36
Attributable to Sellers92 Interest (50%): B 7,583,941.18

Purchase Price: A - B $ 18,523,166.47





Sellers and Purchaser mutually agree that none of such parties shall take a position on any tax return that is inconsistent with such allocation.



3. Responsibility for Taxes on Share of Profits . Each party shall be responsible for any and pay all income taxes on its share of the profits of the Partnership for the fiscal period ending May 31, 2001, which profits are included in the above consideration.



4. Continuation of Partnership Business . It is the intention of Purchaser, immediately following Closing, to continue to carry on the business of the Partnership, in partnership with CPB Properties, Inc.



5. Release and Indemnification of Sellers . Purchaser hereby covenants, which covenant shall survive the Closing, in addition to assuming and becoming liable for all Partnership debts and liabilities as of Closing, to indemnify and hold harmless Sellers from such debts and liabilities. Further, Purchaser shall use its best efforts to obtain releases of Sellers from liability for all Partnership debts.



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6. Mutual Release . Except to the extent otherwise set forth herein, CPB Properties and Sellers mutually release and discharge each other of all past and present claims and obligations whatsoever arising prior to and including the Closing date as between the Partnership and the partners and as between each of the partners. In addition to and notwithstanding the foregoing, the parties acknowledge that Sumitomo and SCOA are limited partners of the Partnership, and, as such, are not liable for the acts or omissions of the general partners or for any debts, obligations or liabilities of the Partnership.



7. Required Amendments . Sellers shall have prepared and timely filed, at Sellers92 sole cost and expense, all necessary amendments, reports and other documents required by law in order to evidence the transfer of the Sellers92 Interests contemplated hereunder.



8. Representations and Warranties of Sumitomo and SCOA . As limited partners of the Partnership, Sumitomo and SCOA represent and warrant that they have not participated in the management, nor by any act or omission created any debts, obligations or liabilities, in behalf of the Partnership.



9. Purchaser92s Representations and Warranties: Closing Obligations . Purchaser represents and warrants that it has obtained all approvals and performed all obligations as may be necessary or desirable to enable it to consummate the purchase of Sellers92 Interests as contemplated hereunder.



10. Closing . The consummation of the purchase and sale of Sellers92 Interests as contemplated hereunder ("Closing") shall occur at 10 o92clock in the morning on June 25, 2001 (Hawaii Standard Time), at the law offices of Devens, Nakano, Saito, Lee, Wong & Ching, 220 South King Street, Suite 1600, Honolulu, Hawaii 96813, or at such other time or place or on such other date as may be mutually agreed upon in writing by Sellers and Purchaser; provided , however , that in no event shall Closing take place after September 30, 2001. At Closing, Purchaser shall pay to Sellers the Purchase Price, by wire transfer or certified check of immediately available funds, in accordance with Sellers92 written payment instructions, and Sellers shall deliver to Purchaser any and all instruments necessary for transfer and assignment of Sellers92 Interests to Purchaser.



11. Announcements, etc . Each of the parties to this Agreement shall have the right, subject to the prior written approval of the other parties, to issue a public statement announcing the sale or purchase of the Partnership Interests as contemplated herein; provided , however , that no disclosure shall be made of the commercial terms of the transactions contemplated hereby. Purchaser shall effect appropriate withdrawal of Sellers92 registration as members of the Partnership and for that purpose Sellers will execute any and all necessary documents.



12. Binding Effect . The Agreement shall inure to the benefit of and be binding upon the parties to the Agreement and their respective successors and permitted assigns.



13. Nonassignability . This Agreement and any rights pursuant hereto shall not be assignable by any party without the prior written consent of the other parties.



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14. Applicable Law . This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the State of Hawaii.



15. Termination . This Agreement may be terminated at any time:



(a) by mutual consent of Sellers and Purchaser;



(b) by Purchaser or any of the Sellers if any court of competent jurisdiction in the United States shall have issued an order, stay, injunction or decree preventing the transaction contemplated by this Agreement, and if either (x) such other, stay, injunction or decree shall become final and non-appealable of (y) such order, stay, injunction or decree shall remain unlifted for thirty (30) days;



(c) by Purchaser, if there has been a violation or breach by Sellers of any material representation, warranty, covenant or obligation contained in this Agreement (including but not limited to the obligation to close by no later than September 30, 2001) that has not been remedied by them or waived by Purchaser; or



(d) by Sellers, if there has been a violation or breach by Purchaser of any material representation, warranty, covenant or obligation contained in this Agreement (including but not limited to the obligation to close by no later than September 30, 2001) that has not been remedied by them or waived by Sellers.





If a party hereto shall terminate this Agreement pursuant to the provisions hereof, such termination shall be effected by written notice to the other party.



16. Equitable Relief . Sellers and Purchaser acknowledge that they would not have an adequate remedy at law for money damages in the event that this Agreement is not performed in accordance with its terms and therefore agree that the parties hereto shall be entitled to, in addition to any other remedy or relief available at law or equity, specific enforcement, and injunctive relief to prevent any violation, of the terms hereof.



17. Time of Essence .
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