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Purchase Agreement of Limited Partnership

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EXHIBIT 10.2


CLOSING


UNDER THE


PURCHASE AGREEMENT


BETWEEN


SKOP (CAYMAN) LIMITED


AND


REGENCY AFFILIATES, INC.


Dated as of November 30, 2000


Table of Contents


Document Tab Purchase Agreement ....................................................... 1 Assignment................................................................ 2 Note ..................................................................... 3


PURCHASE AGREEMENT
between
SKOP (CAYMAN) LIMITED
and
REGENCY AFFILIATES, INC.


Dated: As of November 30, 2000


PURCHASE AGREEMENT


THIS PURCHASE AGREEMENT is made as of November 30, 2000, by and between SKOP (CAYMAN) LIMITED, a Cayman Islands corporation previously referred to as Skopbank (Cayman) Ltd., having an address at c/o Skopbank Pohjoiesesplanadi 37A, FIN00101, Helsinki, Finland, Attn: Carl-Fredrik Londen, Chief Legal Counsel ("Seller"), as seller, and REGENCY AFFILIATES, INC., a Delaware corporation having an address at 7295 Federal Highway, Suite 307, Stuart, Florida, 34994 ("Purchaser"), as purchaser.


RECITALS


1. Seller is a party to the First Amended and Restated Limited Partnership Agreement of 1500 Woodlawn Limited Partnership (" 1500 Woodlawn") dated as of November 22, 1988, as amended (the "Partnership Agreement").


2. Seller owns a 5.00% limited partnership interest in 1500 Woodlawn (the "Partnership Interest").


3. The Partnership Interest constitutes the entire interest of Seller in 1500 Woodlawn.


4. Seller wishes to sell to Purchaser, and Purchaser wishes to buy from Seller, the Partnership Interest upon the terms and conditions set forth herein.


Accordingly, the parties hereto agree as follows:


ARTICLE I
PURCHASE AND SALE


Section 1.1 The Purchase. On the date hereof, Purchaser shall purchase the Partnership Interest, upon the terms and conditions set forth in this Agreement, as follows:


(i) Seller shall convey the Partnership Interest to Purchaser
and Purchaser shall acquire the Partnership Interest;


(ii) the Partnership Interest being conveyed by Seller constitute
its entire interest in 1500 Woodlawn and such conveyance
carries with it all of its rights as a partner in 1500
Woodlawn, accrued or unaccrued, absolute or contingent.


Section 1.2 Purchase Price. The consideration for Seller's conveyance of the Partnership Interest to Purchaser is TEN THOUSAND DOLLARS ($10,000) payable in immediately available funds at Closing (the "Purchase Price").


Section 1.3 Closing. The closing of the transaction contemplated by this Agreement (the "Closing") shall occur on the date hereof (the "Closing Date"). Time is of the essence in and with respect to this Agreement and its terms and conditions. The Closing shall take place at the offices of Purchaser's attorney, Hogan & Hartson L.L.P., 8300 Greensboro Drive, Suite 1100, McLean, VA 22102.


Section 1.4 Closing Deliveries. (a) At Closing, Seller shall cause the following to be delivered to Purchaser (except as otherwise specified):


(i) an assignment of the Partnership Interest to Purchaser or
its designee, free and clear of all liens and encumbrances,
in the form attached hereto as Exhibit A (the "Assignment
Agreement"), duly executed by Seller;


(ii) a certificate of the secretary of Seller or similar
appropriate documentation certifying as to (a) the
resolutions of Seller authorizing the execution, delivery
and performance of this Agreement and each document,
instrument or agreement executed by Seller in connection
with this Agreement, (b) the incumbency of those officers or
other representatives of Seller executing any documents or
instruments in connection with the transactions contemplated
herein, (c) the certificate of incorporation of Seller, and
(d) the by-laws of Seller; and


(iii)such other documents and instruments as may be reasonably
necessary or desirable to further carry out the purposes of
this Agreement.


(b) At Closing, Purchaser shall cause the following to be delivered
to Seller:


(i) immediately available funds to Seller in the amount of the
Purchase Price;


(ii) the Assignment, duly executed by Purchaser, 1500 Woodlawn
and Woodlawn Investment Group, Inc., the general partner of
1500 Woodlawn (the "Woodlawn General Partner"); and


(iii)such other documents and instruments as may be reasonably
necessary or desirable to further carry out the purposes of
this Agreement.


(c) Seller and Purchaser each agree that execution and delivery of an
amendment to the Partnership Agreement is not a condition to
Closing.


(d) Purchaser shall be solely responsible for any and all fees, costs
and expenses owed or reimbursable to 1500 Woodlawn, the Woodlawn
General Partner or any other partner or agent of 1500 Woodlawn in
regard to the Closing and the transactions required or
contemplated thereby.


ARTICLE II
REPRESENTATIONS AND WARRANTIES


Section 2.1 Representations and Warranties of Seller. Seller represents and warrants to Purchaser as of the date hereof:


(i) this Agreement is a legal, valid and binding obligation of
Seller enforceable in accordance with its terms;


(ii) Seller has the authority and has obtained all necessary
consents to enter into the transactions contemplated by this
Agreement;


(iii)the execution and delivery by Seller of this Agreement and
all documents associated therewith and the performance by
Seller of its obligations thereunder and hereunder (a) does
not constitute a violation of any provisions of law, any
order, regulation, or decree of any court or agency of
government, or any indenture, mortgage, deed, trust
agreement, or any other instrument to which Seller is a
party and (b) are not in conflict with nor will they result
in a breach of or constitute (with due notice and/or lapse
of time) a. default under any such agreement or any other
instrument;


(iv) there is no suit, action, litigation or proceeding to which
Seller is a party pending or, to Seller's knowledge,
threatened, before any court or governmental authority
against or relating to, or which would have an adverse
effect upon, Seller, the Partnership Interest or the
transactions contemplated by this Agreement;


(v) Seller owns the Partnership Interest, and has not assigned
or conveyed or agreed to assign or convey the Partnership
Interest or any portion thereof or any rights therein;


(vi) no right of first refusal or first offer, nor any purchase
option or right with respect to the Partnership Interest
have been granted to any party; and


(vii)the Partnership Interest is free and clear of all liens,
claims, charges, mortgages, pledges, liens, judgments,
restrictions or other encumbrances.


Section 2.2 Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller as of the date hereof:


(i) this Agreement is legal, valid and binding obligation of
Purchaser enforceable in accordance with its terms;


(ii) Purchaser has the authority and has obtained all necessary
consents to enter into the transactions contemplated by this
Agreement; and


(iii)the execution and delivery by Purchaser of this Agreement
and all documents associated therewith and the performance
by Purchaser of its obligations thereunder and hereunder (a)
does not constitute a violation of any provisions of law,
any order, regulation, or decree of any court or agency of
government, or any indenture, mortgage, deed, trust
agreement, or any other - instrument to which Purchaser is a
party and (b) are not in conflict with nor will they result
in a breach of or constitute (with due notice and/or lapse
of time) a default under any such agreement or any other
instrument.


Section 2.3 No Further Representations. Purchaser acknowledges that no representations whatsoever regarding the Partnership Interest or Seller have been made by Seller, except as may be expressly provided herein. Seller acknowledges that no representations whatsoever regarding Purchaser have been made by Purchaser, except as may be expressly provided herein.


Section 2.4 Indemnification. Each of Seller and Purchaser shall indemnify, defend, protect and hold the other party harmless from and against any and all loss, cost, liability and expense (including reasonable attorneys' fees) which the other party may suffer or incur by reason of any claim or liability arising out of any breach of any of the indemnifying party's representations, warranties or covenants as set forth in this Agreement.


ARTICLE III
MISCELLANEOUS


Section 3.1 Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective assigns.


Section 3.2 Survival. The provisions of this Agreement shall survive the Closing for the period of the applicable statute of limitations.


Section 3.3 Broker. Each of Seller and Purchaser represents to the other that it has not dealt with any broker or finder in connection with this Agreement or the transactions contemplated hereby. Each party shall indemnify the other and hold the other harmless from any claim, loss, liability, damage, cost or expense (including, without limitation, reasonable attorneys' fees, disbursements and court costs) paid or incurred by such party by reason of any claim to any broker's, finders or other fee in connection with this Agreement or the transactions contemplated hereby, if such claim is based on dealings with the indemnifying party.


Section 3.4 Notices. All notices hereunder by either party to the other shall be send by registered or certified mail, return receipt requested, personal delivery, if a signed receipt of delivery shall be obtained, or by overnight courier providing receipt of delivery, addressed to Seller at the address given for Seller at the beginning of this Agreement, with copies of such notices to Seller to be likewise sent to:


Katten Muchin Zavis
1025 Thomas Jefferson Street, N.W.
East Lobby, Suite 700
Washington, DC 20007-5201
Attention: Bruce Kosub, Esq.


and to Purchaser at the address given for Purchaser at the beginning of this Agreement, with copies of such notices to Purchaser to be likewise sent to:


Hogan & Hartson L.L.P.
8300 Greensboro Drive
Suite 1100
McLean, VA 22102
Attention: Richard K.A. Becker, Esq.


Notices shall be deemed served upon receipt or refusal thereof by the party to whom addressed. Notices on behalf of the respective parties may be given by their attorneys and such notices shall have the same effect as if in fact subscribed by the party on whose behalf it is given.


Section 3.5 Further Assurances. The parties hereto agree to act in good faith, to do such other and further acts and things, and to execute and deliver such instruments and documents (not creating any obligations additional to those otherwise imposed by this Agreement), and to correct such errors, omissions or mistakes made by either party at or prior to the Closing and which may reasonably be requested from time to time, whether at or after the Closing, in furtherance of the purposes of this Agreement, provided such documents are customarily delivered in similar transactions or are otherwise required due to circumstances involved in the transaction contemplated hereunder and do not impose any material obligations upon any party hereunder except as set forth in this Agreement.


Section 3.6 Expenses. Each of the parties hereto shall bear its own respective legal and accounting fees and other expenses incurred or to be incurred by it in connection with the ne-otiation and preparation of this Agreement and the transactions contemplated hereby, except that in the event that any party hereto shall bring any suit, action or other proceeding against any other party hereto in connection with this Agreement or the transactions contemplated hereby, the prevailing party in such suit, action or other proceeding shall be entitled to reimbursement for any costs or expenses, including but not limited to reasonable attorneys' fees, incurred by such prevailing party in connection with such suit, action or other proceeding. Seller shall pay any transfer, gains or similar taxes which may be imposed in connection with the transactions contemplated hereby.


Section 3.7 Entire Agreement. This Agreement and the Exhibit attached hereto constitute the entire agreement between the parties hereto with respect


to the subject matter hereof, and all understandings and agreements heretofore or simultaneously had between the parties hereto are merged in and are contained in this Agreement and said Exhibit.


Section 3.8 Changes in Writing. No provision of this Agreement may be waived, changed, modified or discharged orally, except by an agreement in writing signed by the party against whom any waiver, change, modification or discharge is sought.


Section 3.9 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective heirs, executors, administrators, successors, and permitted assigns, if any, and each party may enforce the provisions hereof against any or all of the other parties hereto. None of the provisions of this Agreement are intended to be, nor shall they be construed to be, for the benefit of any third party.


Section 3.10 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more of the counterparts has been signed by each of the parties hereto and delivered to the other party, it being understood that all parties hereto need not sign the same counterpart.


Section 3.11 Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware (without regard to conflict of law principles). In any action relating to the enforcement of this Agreement, the parties hereto waive the right to trial by
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