Conditional Offer (Stewart Realty Book 5)


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In the event this Contract is terminated as a result of any condition set forth in Paragraph 4. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened after expiration of the Inspection Period but before the Closing Date, and risk of loss to the Property due to fire, flood or any other cause after the expiration of the Inspection Period but before the Closing Date, shall remain with Seller. If after the Effective Date and before the Closing Date the Real Property or any portion thereof shall be Materially damaged as defined below , or if the Real Property or any portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Purchaser may.

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If no such election is made, and in any event if the damage is not material, this Contract shall remain in full force and effect and the purchase contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing of this purchase, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds that may thereafter be made for such damage or destruction giving Purchaser a credit at Closing for any deductible under such policies.

On or before one 1 business day before the Closing Date, Seller shall deliver in escrow to the Escrow Agent the following:. Bill of Sale, Assignment and Assumption. Notice to Residents. State Law Disclosures. Such disclosures and reports as are required by applicable state and local law in connection with the conveyance of real property;. Rent Roll and Operating Statements. An updated Rent Roll dated within five 5 days of the Closing Date and certified by Seller or its property manager, to the best of its knowledge, to be true and correct in all material respects including, without limitation, all Leases and security deposits and updated Operating Statements for the Property for the month immediately prior to Closing;.

Termination of Management Agreement. Evidence of termination of the existing management agreement for the Property, executed by Seller and its property manager to the extent required to be executed by such property manager ;. Owner's Affidavit. An owner's affidavit in favor of the Title Company substantially in the form attached hereto as Exhibit I ;. Affidavit of Seller's Residence and Affidavit of Gain.

A Section et seq. A Commercial Real Estate Broker's Affidavit and Lien Waiver in the form attached as Exhibit NI hereto, properly completed and executed under oath, from each real estate broker to whom any commission or other compensation is due and owing at the time of the Closing; and. Additional Documents. Any additional documents that Escrow Agent or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Contract. Except as otherwise set forth below, on or before one 1 business day before the Closing Date, Purchaser shall deliver in escrow to the Escrow Agent the following:.

Purchase Price. No later than p. The Assignment, executed by Purchaser;. Such disclosures and reports as are required by applicable state and local law in connection with the conveyance of real property; and. At the Closing, Seller and Purchaser shall deposit with the Escrow Agent executed closing statements consistent with this Contract in the form required by the Escrow Agent.

The Title Policy shall be delivered at Closing as provided in Paragraph 2. Seller shall deliver possession of the Property to Purchaser at the Closing. Seller shall deliver to Purchaser at the Property on the Closing Date, copies or original Leases; lease files; originals of all contracts or copies if no originals are available and receipts for deposits; all keys, if any, used in the operation of the Property. All tenant security deposits including but not limited to pet, cleaning and other similar deposits if the same are deposits and not fees actually received by Seller and not theretofore applied to tenant obligations under the Leases, together with interest required by law or the Lease to be paid thereon, shall be transferred at Closing to a deposit account in Purchaser's name as required by, pursuant to and in compliance with O.

As of the Closing, Purchaser shall assume Seller's obligations related to tenant security deposits which are transferred to Purchaser's control. The Escrow Agent shall agree in writing with Seller and Purchaser that a recordation of the Deed constitutes its representation that it is holding the closing documents, closing funds and closing statement and is prepared and irrevocably committed to disburse the closing funds in accordance with the closing statements and b release of funds to the Seller shall irrevocably commit it to issue the Title Policy in accordance with this Contract.

Upon satisfaction or completion of the foregoing conditions and deliveries, the parties shall direct the Escrow Agent to immediately record and deliver the documents described above to the appropriate parties and make disbursements according to the closing statements executed by Seller and Purchaser and in accordance with escrow instructions by each party consistent with this Contract. The day of Closing shall belong to Purchaser and all prorations hereinafter provided to be made as of the Closing shall each be made as of the end of the day before the Closing Date.

In each such proration set forth below, the portion thereof applicable to periods beginning as of Closing shall be credited or charged to Purchaser and the portion thereof applicable to periods ending as of Closing shall be credited or charged to Seller. Seller and Purchaser shall endeavor to cause the Escrow Agent to prepare a draft closing statements containing the prorations described in this Article 6 and deliver the same together with invoices or bills for all prorated expenses and other reasonable backup information from Seller no later than p.

Taxes and Assessments. General real estate taxes and assessments imposed by governmental authority and any assessments imposed by private covenant constituting a lien or charge on the Real Property for the. If the Closing occurs prior to the receipt by Seller of the tax bill for the calendar year or other applicable tax period in which the Closing occurs, Purchaser and Seller shall prorate Taxes for such calendar year or other applicable tax period based upon the most recent ascertainable assessed values and tax rates.

Obligations imposed by this paragraph shall survive Closing. Collected Rent. All collected rent and other collected income and any applicable state or local tax on rent under Leases in effect on the Closing Date shall be prorated.


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Seller shall be charged with any rent and other income collected by Seller before Closing but applicable to any period of time after Closing. Uncollected rent and other income shall not be prorated. Any bonus, advance payments under laundry leases, cable agreements and other similar agreements shall not be prorated. Purchaser shall apply rent and other income from tenants that are collected after the Closing first to the obligations then owing to Purchaser for its period of ownership and to costs of collection, then to payment of rent due for the month of Closing, and thereafter to delinquent rents in order of maturity with the most recently delinquent rents being paid first.

Any prepaid rents for the period following the Closing Date shall be paid over by Seller to Purchaser. Purchaser will make reasonable efforts, without suit, to collect any rents applicable to the period before Closing. If any tenant pays its rent via an ACH or other automatic debit system, Seller shall cancel such automatic payments at Closing; provided, however, in the event that an automatic rent payment is erroneously forwarded to Seller after Closing, Seller shall remit such payment to Purchaser in accordance with Paragraph 6. Expenses related to utilities, including water, sewer, electric, and gas, based upon the last reading of meters prior to the Closing shall be prorated.

Seller shall endeavor to obtain meter readings on the day before the Closing Date, and if such readings are obtained, there shall be no proration of such items. Seller shall pay, or cause to be paid, at Closing the bills therefor for the period to the day preceding the Closing, and Purchaser shall pay the bills therefor for the period subsequent thereto.

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If Seller has paid any utilities no more than thirty 30 days in advance in the ordinary course of business, then Purchaser shall be charged its portion of such payment at Closing. Fees and Charges under Service Contracts. Seller and Purchaser shall prorate all fees and charges under the Service Contracts that are being assigned to and assumed by Purchaser at the Closing, on the basis of the periods to which such Service Contracts relate.

If final prorations cannot be made at Closing for any item being prorated under Paragraph 6. Payments in connection with the final adjustment shall be due within thirty 30 days of written notice. In the event Seller is not successful in an appeal of the Taxes pending as of the Closing Date, then Purchaser shall not be liable with respect to the Appeal Expenses.

If Purchaser appeals the Taxes. If there are any pending Tax appeals relating to prior calendar years, then Seller shall be entitled to all proceeds relating to any such prior calendar year Tax appeals. The obligations and rights included in this Paragraph 6. Purchaser will assume the obligations arising from and after the Closing Date under those Service Contracts that are assigned to Purchaser at Closing. To the extent required, Purchaser shall be responsible for making any deposits, required with utility companies. Seller and Purchaser represent and warrant each to the other that they have not dealt with any real estate broker, sales person or finder in connection with this transaction other than Broker.

If this transaction is closed, Seller shall pay Broker in accordance with their separate agreement. Broker is an independent contractor and is not authorized to make any agreement or representation on behalf of either party. Organization and Authority.


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Seller has been duly organized and is validly existing as a Delaware limited liability company in good standing in the State of Delaware and is qualified to do business in the state in which the Property is located. Seller has the full right and authority and has obtained any and all consents required to enter into this Contract and, as of Closing, will have obtained any and all consents required to consummate or cause to be consummated the transactions contemplated hereby. This Contract has been, and all of the documents to be delivered by Seller at the Closing will be, authorized and properly executed and constitute, or will constitute, as appropriate, the valid and binding obligation of Seller, enforceable in accordance with their terms.

Conflicts and Pending Action. Seller has not filed, and has not retained anyone to file, notices of protests or appeal against real property tax assessments against the Property, other than protests or appeals that have been finally resolved. The Rent Roll and Operating Statements were prepared by or for Seller in the ordinary course of its business and are the Rent Roll and Operating Statements used and relied upon by Seller in connection with its operation of the Property.

Exhibit J attached hereto lists all Service Contracts. Books and Records. Foreign Person. Definition of Seller's Knowledge. As used herein, the term Designated Representative shall refer to Tyler Morris, Vice President of Asset Management for the Seller and who has knowledge of the operations of the Property. As a material inducement to Seller to execute this Contract and consummate this transaction, Purchaser represents to Seller the following as of the Effective Date and as of the Closing Date:. Purchaser is a duly organized and validly existing limited partnership, in good standing in the State of Delaware, and, prior to Closing, will be qualified to do business in the state in which the Property is located.

Purchaser has the full right and authority and has obtained any and all consents required to enter into this Contract and, as of Closing, will have obtained any and all consents required to consummate or cause to be consummated the transactions contemplated hereby.

Conditional Offer

This Contract has been, and all of the documents to be delivered by Purchaser at the Closing will be, authorized and properly executed and constitutes, or will constitute, as appropriate, the valid and binding obligation of Purchaser, enforceable in accordance with their terms. Purchaser does not hold the assets of any employee benefit plan within the meaning of 29 C. Seller makes no warranty, representation or guarantee of any type or kind with respect to the Property's compliance with the ADA or the FHA or any similar state or local law , and Seller expressly disclaims any such representation.

The provisions of this Paragraph 7. Purchaser is a sophisticated and experienced purchaser of commercial properties including without limitation, apartment projects, and has participated in and is familiar with the acquisition, development, redevelopment, ownership, management, and operation of real estate projects similar to the Property. The provisions of this Article 7 shall survive indefinitely the Closing or earlier termination of this Contract and shall not be merged into the Deed or other closing documents. Except for an assignment pursuant to Paragraph 8.

Subject to the foregoing, this Contract shall be binding upon and inure to the benefit of the respective legal representatives, successors, assigns, heirs, and devisees of the parties. For the purposes of this Paragraph 8. No assignment shall relieve the assignor of any obligation under the Contract. The article and paragraph headings of this Contract are for convenience only and in no way limit or enlarge the scope or meaning of the language hereof. If any portion of this Contract is held invalid or inoperative, then so far as is reasonable and possible the remainder of this Contract shall be deemed valid and operative, and effect shall be given to the intent manifested by the portion held invalid or inoperative.

This Contract shall, in all respects, be governed, construed, applied, and enforced in accordance with the law of the state in which the Property is located. Limitation of Liability. Purchaser shall provide written notice to Seller of any alleged breach of such covenants, indemnities, warranties or representations and shall allow Seller thirty 30 days within which to cure such breach, or, if such breach cannot reasonably be cured within thirty 30 days, an additional reasonable time period, so long as such cure has been commenced within such thirty 30 days and is being diligently pursued and cured within a total of sixty 60 days.

The Notice Period referred to herein shall apply to known as well as unknown breaches of such covenants, indemnities, warranties or representations. Purchaser specifically acknowledges that such termination of liability represents a material element of the consideration to Seller. The provision of this Paragraph 8. Notwithstanding any contrary provision of this Contract, if during the pendency of this Contract, Seller, to its knowledge as defined in Paragraph 7. This Contract is not intended to give or confer any benefits, rights, privileges, claims, actions, or remedies to any person or entity as a third party beneficiary or otherwise.

Time is of the essence in the performance of this Contract. Until thirty 30 days after the Closing, neither Purchaser nor Broker will release or cause or permit to be released any press notices, or publicity oral or written or advertising promotion relating to this transaction, or otherwise announce or disclose or cause or permit to be announced or disclosed this transaction if the identity or involvement of Seller or the Purchase Price is mentioned without first obtaining the written consent of Seller.

Seller may not disclose identity or involvement of Purchaser or the Purchase Price without first obtaining the written consent of Purchaser, except that one or more of Seller may be held by a subsidiary of a corporation that is or intends to qualify as a real estate investment trust and that, as such, it is subject to certain filing and reporting requirements in accordance with federal laws and regulations, including but not limited to, regulations promulgated by the Securities and Exchange Commission.

Accordingly, and notwithstanding any provision of this Contract or the provisions of any other existing agreement between the parties hereto to the contrary, both Seller and Purchaser may publicly file, disclose, report or publish any and all information related to this transaction that may be reasonably interpreted as being required by federal law or regulation. The foregoing shall not preclude either party from discussing the substance or any relevant details of such transactions with any of its attorneys, accountants, professional consultants, lenders, partners, investors, or any prospective lender, partner or investor, as the case may be, or prevent either party hereto, from complying with laws, rules, regulations and court orders, including without limitation, governmental regulatory, disclosure, tax and reporting requirements or from notifying the current tenants of the Real Property of such sale as stated in Exhibit F hereto.

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Any party to this transaction and each employee, agent or representative of the foregoing may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind including opinions or other tax analyses that are provided to them relating to such tax treatment and tax structure except to the extent maintaining such confidentiality is necessary to comply with any applicable federal or state securities laws.

The authorization in the preceding sentence is not intended to permit disclosure of any other information unrelated to the tax treatment and tax structure of the transaction including, without limitation, a any portion of the transaction documents or related materials to the extent not related to the tax treatment or tax structure of the transaction, b the existence or status of any negotiations unrelated to the tax issues, or c any other term or detail not relevant to the tax treatment or the tax structure of the transaction.

Collection Book Conditional Offer (Stewart Realty Book 5)

All notices required or permitted hereunder shall be in writing and shall be served on the parties at the addresses set forth on Exhibit G. Any such notices shall be either a sent by overnight delivery using a nationally recognized overnight courier, in which case notice shall be deemed delivered one 1 business day after deposit with such courier, b sent by facsimile or email in which case notice shall be deemed delivered upon receipt of confirmation transmission of such facsimile notice or absence of a failed delivery notice if by email; or c sent by personal delivery, in which case notice shall be deemed delivered upon delivery whether accepted or refused.

Any notice sent by facsimile or personal delivery and delivered after p. Copies, of notices are for informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice. Purchaser and Seller hereby designate the Title Company as the "reporting person" pursuant to the provisions of Section e of the Internal Revenue Code of , as amended.

Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is a Saturday, Sunday or legal holiday or any other day on which banks in the State of Georgia are permitted or required to close, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday, or legal holiday or any other day on which banks in the State of Georgia are permitted or required to close.

Additionally, in establishing the Closing Date, if the last day of the computed time period is a Saturday or Sunday or a legal holiday for banks in the state in which the Real Property is located, the Closing Date shall be, subject to Paragraph 8. The last day of any period of time described herein shall be deemed to end at p. This Contract may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one Contract.

To facilitate execution of this Contract, the parties may execute and exchange by telephone facsimile, or by e-mail as a. This Contract embodies the entire agreement between the parties and supersedes all prior agreements and understandings relating to the Property except for any confidentiality agreement binding on Purchaser, which shall not be superseded by this Contract. This Contract may be amended or supplemented only by an instrument in writing executed by the parties. The following provisions govern actions for indemnity under this Contract. Promptly after receipt by an indemnitee of notice of any claim, such indemnitee will, if a claim in respect thereof is to be made against the indemnitor, deliver to the indemnitor written notice thereof and the indemnitor shall have the right to participate in such proceeding and, if the indemnitor agrees in writing that it will be responsible for any costs, expenses, judgments, damages, and losses incurred by the indemnitee with respect to such claim, to assume the defense thereof, with counsel mutually satisfactory to the parties; provided, however, that an indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnitor, if the indemnitee reasonably believes that representation of such indemnitee by the counsel retained by the indemnitor would be inappropriate due to actual or potential differing interests between such indemnitee and any other party represented by such counsel in such proceeding.

The failure of indemnitee to deliver written notice to the indemnitor within a reasonable time after indemnitee receives notice of any such claim shall relieve such indemnitor of any liability to the indemnitee under this indemnity only if and to the extent that such failure is prejudicial to its ability to defend such action, and the omission to so deliver such written notice to the indemnitor will not relieve it of any other liability that it may have to any indemnitee. If an indemnitee settles a claim without the prior written consent of the indemnitor, then the indemnitor shall be released from liability with respect to such claim unless the indemnitor has unreasonably withheld such consent.

Neither this Contract nor any memorandum or short form thereof may be recorded by either party. The relationship of the parties hereto is solely that of Seller and Purchaser with respect to the Property and no joint venture or other partnership exists between the parties hereto. Neither party has any fiduciary relationship hereunder to the other. The submission of this Contract to any party by Seller shall not be construed as an offer, nor shall Purchaser have any rights with respect thereto, unless and until Seller shall execute a copy of this Contract and deliver the same to Purchaser.

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The parties further agree that, as a material part of and material inducement for the transactions contemplated by this Contract, they will not assert any Derivative Claims in any dispute, claim or controversy relating to or arising out of this Contract. Accordingly, it is expressly agreed that any obligation of Seller for any breach of any representation or surviving covenant shall not be considered a "liability" for purposes of Sections b and c of the Delaware Limited Liability Company Act.

The provisions of this Paragraph 8. L1 Retail is willing to work with the Board of DIA, its lending banks and other stakeholders on the implementation of this comprehensive rescue plan. This rescue plan not only addresses DIA's capital structure requirements but provides a base for DIA to re-emerge as a champion of Spanish food retail. L1 Retail is fully committed to the Spanish market and we believe our tender offer provides an attractive premium to shareholders. The L1 Retail rescue plan secures a long-term future for all stakeholders including customers, employees, franchisees, suppliers and lenders.


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Jointly we can achieve this turnaround, which will require leadership, hard work, expertise, commitment and patience. L1 Retail is the retail division of LetterOne, an international investment business led by successful entrepreneurs and former CEOs and international businesspeople with best-in-class governance. It is a long-term active investor, investing its own capital in companies where it believes its sector experience and strategic and geographic expertise will improve performance and create value for all partners and stakeholders.

L1 Retail brings with it world-class retailing and transformation skills and has the requisite credentials to successfully implement the turnaround plan. There will be a call for analysts and investors at The presentation can be found on the CNMV website at www. International media: Stuart Bruseth sbruseth letterone. Contact Us. News in Focus Browse News Releases. Multimedia Gallery. Trending Topics. Business Technology.

General Business. Consumer Technology. In-Language News.

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