EFiled: Feb 07 2020 09:49PMsEST)\“
`Transaction ID 64692032
`("elas A}
`Case No. 2019-0779-JTL wtwvpy
`JX 31
`-
`
`PART 2 OF 3
`PART 2 OF 3
`
`EFiled: Feb 07 2020 09:49PM EST
`Transaction ID 64692032
`Case No. 2019-0779-JTL
`
`
`
`
`
`
`
`

`

`Mr. Peter Paganelli
`Allerand 1OW10
`22 March 2019
`Page - 34 -
`
`RE: Remainder Interest, 136 MeadowStreet, Littleton, NH
`
`PROFESSIONAL ACTIVITIES{Continued}
`
`International
`Activities
`
`Member
`
`Author
`
`Past Chairman, International Activities Committee,
`American Society of Real Estate Counselors
`Past Member, International Relations Committee, Appraisal Institute
`Past Member, International Operations Committee, National Association of
`Realtors
`
`The Real Estate Board of New York,Inc.
`
`Shopping Centers Are a Business Too (The Appraisal Journal, January 1989)
`The World of Commercial Real Estate: A Look at the Past 15 Years (The Appraisal
`Journal, October, 1989)
`The Warehouse Club Industry (The Appraisal Journal, April 1990)
`The London Office Market (The Appraisal Journal, January 1991)
`The Casino Industry (The Appraisal Journal, April 1991)
`The Moscow Real Estate Market (The Appraisal Journal, April 1991)
`Airport Retailing is Taking Off (The Appraisal Journal, April 1992)
`Real Estate Securitization (The Appraisal Journal, July 1992)
`Risk/Reward: The Relationship Between Bond Yields and Real Estate IRR's (Real
`Estate Issues, Fall/Winter 1992)
`The Appraisal of Real Estate, Tenth Edition, Editor (the Appraisal Institute, 1992)
`Valuation Analysis Chapter (The Office Building Book, 1993)
`Privatization: The Sale of the Century (The Appraisal Journal,
`October, 1993)
`Brazil: Appraising in an Inflationary Environment (The Appraisal Journal, October,
`1994)
`The Ground Floor (Barron’s, October 30, 1995)
`The Ground Floor (Barron's, February 19, 1996)
`The Formats Employed in New Retail Strategies (Shopping Centers and Other
`Retail Properties, 1996)
`Factory Outlet Centers: Public vs. Private Pricing (Real Estate Issues, August 1996)
`That Thing You Do - Can You Do It Overseas? (Valuation Insights & Perspectives,
`Summer 1996)
`The Ground Floor (Barron’s, October 21, 1996)
`The Ground Floor (Barron’s, August 25, 1997)
`Real Estate Securitization Gaining Favor in France & Japan (Real Estate Issues,
`August 1997)
`Real Estate Valuation in Global Markets, Co-Editor and Author (Appraisal
`Institute, 1997)
`
`135 BEDFORD ROAD, ARMONK, NEW YORK10504 914.219.8800 INFO@GREENWICHREALTYADVISORS.US.COM
`
`UW00001147
`
`

`

`Mr. Peter Paganelli
`Allerand 1OW10
`22 March 2019
`Page -35 -
`
`RE: Remainder Interest, 136 MeadowStreet, Littleton, NH
`
`PROFESSIONAL ACTIVITIES{Continued}
`
`Author
`(Continued)
`1999)
`
`The Manhattan Office Market Japan Real Estate Institute, Monthly since January
`
`On the Equivalence Between the Cost Approach and the Income Approach, with
`Dr. Takashi Kataoka (The Japan Association for Property Assessment Policy, May
`1999)
`Globalization and Reliable Valuation Standards Japanese Real Estate Appraisal
`Standards, Japan Real Estate Institute, 2003)
`Determining Real Estate Investment Value: Then and Now(Reis.com, January
`2004)
`Income, Capitalization Rates, IRV, and Real Estate Investment Analysis (Reis.com,
`April 2004)
`Changes in Occupancy vs. Market Rents: Which is More Important When
`Forecasting Gross Revenues? (Reis.com, July 2004)
`Retail Real Estate and Corporate America (Reis.com, October 2004)
`Condominium Conversions: The New Residential Reality (Reis.com, January 2005)
`Eminent Domain: Coming to a Site Near You? (Reis.com, April 2005)
`The Appraisal of Real Estate, 13" Edition, Reviewer(the Appraisal Institute, 2008)
`Forward, Japan Real Estate Appraisal in a Global Context Japan Real Estate
`Institute, 2008)
`Views of International Experts, Thai Appraisal Foundation Journal (Thai Appraisal
`Foundation, January-February 2010)
`Real Estate Valuation in Global Markets, Second Edition, Co-Editor and Author
`(Appraisal Institute, 2010)
`Social Trends Affecting Real Estate Markets in Asia (The Appraisal Journal,
`Winter, 2011)
`Asian Tigers and Lion Kings (Real Estate Issues, Volume 36, Number 2, 2011)
`Evaluating Real Estate Returns chapter, The Advisor’s Guide to Commercial Real
`Estate textbook, The Advisor’s Guide series, The National Underwriter Company,
`2014
`Supporting Discount Rates in Global Valuation Assignments, (Korean Appraisal
`Journal, July 2015)
`What Can Go Wrong? (Real Estate Issues, Special Global Cities in an Era of Change
`at Stanford University Issue, 2017)
`
`135 BEDFORD ROAD, ARMONK, NEW YORK10504 914.219.8800 INFO@GREENWICHREALTYADVISORS.US.COM
`
`UW00001148
`
`

`

`Mr. Peter Paganelli
`Allerand 1OW10
`22 March 2019
`Page - 36 -
`
`RE: Remainder Interest, 136 MeadowStreet, Littleton, NH
`
`PROFESSIONAL ACTIVITIES{Continued}
`
`Series 7
`Licensee
`
`General Securities Representative,
`NewYork Stock Exchange, Inc. (1990 - 1992)
`
`Real Estate
`General Appraiser
`
`State of New York (license number 460000065 10 expires June 2020)
`
`Real Estate
`Broker
`
`Honoree
`
`New York
`University
`
`State of New York (license number 31GE0875625 expires March 2021)
`
`Percy and Betty Wagner Award for outstanding contributions to the advancement
`of appraisal education and knowledge, Appraisal Institute, 1994
`
`Past Chairman, NYU Graduate Degree Program Appraisal Advisory Council
`Member, Real Estate Roundtable
`Member, Real Estate Institute Executive Roundtable
`
`135 BEDFORD ROAD, ARMONK, NEW YORK10504 914.219.8800 INFO@GREENWICHREALTYADVISORS.US.COM
`
`UW00001149
`
`

`

`
`REMAINDER ESTATE PURCHASE AGREEMENT
`
`REMAINDER ESTATE PURCHASE AGREEMENT,dated as of the date set forth on
`Schedule I annexed hereto, by and between the person or entity (“Seller”) executing this
`agreement as the “seller” and the person or entity (“Buyer”) executing this agreement as
`“buyer”.
`
`Seller is the owner of a remainder estate (the “Estate”) in a certain member
`A.
`interest in the single purpose, single member Delaware limited liability company described in
`Schedule I annexed hereto (“Titleholder LLC”).
`
`Titleholder LLC ownsthe fee simple absolute estate in a certain parcel of real
`B.
`estate described in Schedule I annexed hereto (the “Real Property”) improved as a drugstore
`and certain insurance policies and other property related thereto.
`
`Seller and Buyer are parties to a certain remainder estate purchase option
`C.
`agreement (the “Option Agreement”) pursuant to which Buyer has been granted the option to
`purchase the Estate (the ““Option’’) on the terms set forth therein and herein.
`
`Buyerhas exercised the Option and desires to purchase, on the terms and subject
`D.
`to the conditions herein set forth, the Estate.
`
`AGREEMENT:
`
`NOW, THEREFORE, in consideration of the mutual promises and covenants herein set
`forth and other valuable consideration,
`the receipt and sufficiency of which are hereby
`acknowledged, the parties agree as follows:
`
`On the Closing Date (as hereinafter defined), Seller
`Purchase and Sale.
`1.
`agrees to sell, assign, transfer and convey the Estate to Buyer, and Buyer agrees to acquire the
`Estate from Seller, on the terms and conditions set forth herein.
`
`Purchase Price. The purchase price (the “Purchase Price’’) for the Estate shall
`2.
`be the amount specified as such on Schedule I annexed hereto, which amount has been
`determined pursuant to the provisions of the Option Agreement.
`
`Closing. The date (the “Closing Date’’) for the performance of this agreement
`3.
`(the “Closing”) shall be the date set forth in the notice of Buyer given pursuant to the
`provisions of Section 3 of the Option Agreement. The Closing shall be held at the offices of
`Escrowee (as defined in the Option Agreement) at 10:00 a.m. on the Closing Date.
`
`Assignment, At the Closing, Seller shall assign, transfer and convey the Estate
`4,
`to Buyer by execution and delivery of an assignment instrument in form reasonably acceptable
`to Buyer (the “Assignment”). The Estate shall be conveyed free and clear of any liens,
`
`UW00001150
`
`

`

`encumbrances, or claims of any third parties, and Buyer may,at its cost and expense, obtain
`such Uniform Commercial Code searches as it deems necessary or convenient to confirm the
`same.
`
`Seller's Closing Deliveries. At the Closing, Seller shall deliver to Buyer the
`5.
`following agreements and instruments:
`
`a.
`
`An original executed counterpart of the Assignment, executed by
`
`Seller;
`
`Original counterparts, or copies certified to be true and correct, of all
`b.
`material documents, instruments,
`leases, agreements or other papers relating to the
`Estate or the Real Property that are in Seller's possession or control;
`
`c.
`
`A Non-Foreign Affidavit under the Internal Revenue Code;
`
`Evidence reasonably acceptable to Buyer’s counsel as to the due
`d.
`authorization of Seller to execute and deliver all documents at the Closing required
`hereunder; and
`
`Such otheraffidavits, documents and certificates as may be customarily
`e.
`and reasonably required by Buyer’s counsel in order to effectuate the transaction
`contemplated hereby.
`
`Buyer's Closing Deliveries. At the Closing, Buyer shall deliver to Seller the
`6.
`following agreements and instruments:
`
`An original executed counterpart of an instrument (the “Assumption and
`a.
`Acknowledgment’), in form reasonably acceptable to Seller, pursuant to which Buyer
`acknowledgesthat it is accepting delivery of the Assignment and assuming anyandall
`liabilities and obligations deriving from the Estate or relating thereto which originate
`after the Closing Date;
`
`Evidence reasonably acceptable to Seller’s counsel as to the due
`b.
`authorization of Buyer to execute and deliver all documents at the Closing required
`hereunder; and
`
`Such other affidavits, documents and certificates as may be customarily
`c.
`and reasonably required by Seller’s counsel
`in order to effectuate the transaction
`contemplated hereby.
`
`UWw00001151
`
`

`

`Paymentof Purchase Price. At the Closing, Buyershall pay the Purchase Price
`7.
`in immediately available funds.
`
`
`Condition of Real Property. Buyer acknowledgesthat an indirect interest in the
`8.
`Real Property is being acquired by Buyer, by acquisition of the Estate, strictly on an “as is”
`basis, without representation, warranty or covenant, expressed or implied, of any kind
`whatsoever, except as provided herein, and without recourse to Seller, and that Buyer shall be
`obligated to purchase the Estate notwithstanding any change in the condition of the Real
`Property occurring prior to the date of the Closing, whether resulting from casualty, taking or
`otherwise.
`
`Brokerage. Seller represents that it has dealt with no broker in connection with
`9.
`this agreement. Buyer represents that it has dealt with no broker in connection with this
`agreement. Seller and Buyer each agree to indemnify and hold the other harmless from and
`against any liability, loss, cost, damage, or expense, including court costs and attorneys’ fees,
`resulting from a breach of the above representation and warranty. The provisionsofthis Section
`shall survive Closing.
`
`Representations and Warranties of Seller. Seller represents and warrants to
`10.
`Buyeras follows:
`
`Seller has all requisite power and authority to enter into this agreement and
`a.
`perform its obligations hereunder;
`
`b. Seller has not assigned, pledged or transferred the Estate, and no person or
`other entity has any right or option to acquire the Estate;
`
`c. Seller is not a "foreign person" as defined in Section 1445(f)(3) of the
`Internal Revenue Code;
`
`d. This agreement has been duly authorized by all requisite action, has been
`duly executed and delivered by Seller and is the legal, valid and binding obligation of
`Seller enforceable in accordance with its terms, except
`to the extent
`that
`the
`enforceability hereof may be limited by bankruptcy, insolvency, or other similar laws
`affecting creditor’s rights generally and subject to the exercise of judicial discretion in
`accordance with general principles of equity. No consent of any partner, creditor,
`investor, judicial or administrative body or of any authority or other party is required in
`connection with Seller’s execution and delivery of this agreementor its performance of
`its obligations hereunder; and
`
`No attachments, execution proceedings, assignments for the benefit of
`e.
`creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or
`threatened against Seller or, to the best of Seller’s knowledge, any constituent partner
`or memberofSeller, nor are any of such proceedings contemplated by Seller, or, to the
`best of Seller’s knowledge, any constituent partner or memberofSeller.
`
`UW00001152
`
`

`

`The representations and warranties of Seller set forth in this agreement, shall survive Closing
`for a period of one hundred eighty (180) days (the "Survival Period"). No claim for a breach
`of any representation or warranty of Seller shall be actionable or payable if the breach in
`question results fromor is based on a condition, facts or other matter which was known to Buyer
`prior to Closing. Seller shall have no liability to Buyer for a breach of any representation or
`warranty unless written notice containing a description of the specific nature of such breach
`shall have been received by Seller from Buyerprior to the expiration of the Survival Period and
`an action shall have been commenced by Buyer against Seller within sixty (60) days after
`expiration of the Survival Period.
`
`Buyer agrees to inform Seller promptly in writing if it discovers that any representation or
`warranty of Seller is inaccurate in any material respect, or if it believes that Seller has failed to
`deliver to Buyer any document or material whichit is obligated to deliver hereunder.
`
`Representations and Warranties of Buyer. Buyer represents and warrants to
`11.
`Seller as follows:
`
`Buyerhasall requisite power and authority to enter into this agreement and
`a.
`to perform its obligations hereunder. The execution and delivery of this agreement by
`Buyer has been duly authorized; and
`
`b. Buyer has available to it unrestricted funds which it may use in its sole
`discretion to pay the full Purchase Price and otherwise comply with the provisions of
`this agreement. Buyer acknowledges and agreesthat its obligations hereunderare not
`contingent upon Buyerobtaining financing for the purchaseofthe Estate.
`
`The representations and warranties of Buyer set forth in this agreement shall survive Closing
`for the Survival Period of one hundred eighty (180) days. No claim for a breach of any
`representation or warranty of Buyer shall be actionable or payable if the breach in question
`results from or is based on a condition, facts or other matter which was knownto Seller prior
`to Closing. Buyershall have no liability to Seller for a breach of any representation or warranty
`unless written notice containing a description of the specific nature of such breach shall have
`been given by Seller to Buyerprior to the expiration of the Survival Period and an action shall
`have been commencedbySeller against Buyer within sixty (60) days after the expiration of the
`Survival Period.
`
`Limitation on Liability. Buyer's recourse against Seller under this agreement or
`12.
`under any other agreement, document, certificate or instrument delivered by Seller to Buyer
`(including, without limitation, any agreement, document, certificate or instrument delivered by
`Seller to Buyer on the Closing Date), or under any law applicable to the Real Property or the
`transaction herein contemplated, shall be limited to Seller's interest in the Estate, (or upon
`consummationofthe transaction contemplated hereunder,to the net proceedsofthe sale thereof
`actually received by Seller). The foregoing provisions of this Section shall not limit in any
`
`UW00001153
`
`

`

`manneror to any extent Seller’s liability to Buyer in respect of acts that constitute deliberate
`violations of the provisions hereof or other willful misconduct.
`
`
`13. Notices. All notices required or permitted hereundershall be in writing and shall
`be given: (a) by registered or certified mail, postage prepaid, (b) by a nationally recognized
`overnight delivery service which provides receipted delivery, or (c) by facsimile transmission
`with confirmation of receipt, addressed, if to Seller, at Seller’s address stated on Schedule I
`annexed hereto or such other address as Seller shall have last designated by written notice, given
`as aforesaid, to Buyer, and, ifto Buyer, at Buyer’s address stated on Schedule I annexed hereto
`or such other address as Buyer shall have last designated by written notice, given as aforesaid,
`to Seller Notices shall be deemed given on the date when deposited in the United States mail
`or with such overnight delivery service or when sent by facsimile transmission upon receipt of
`confirmation, as aforesaid.
`
`Successors. The provisions of this agreement shall inure to the benefit of and
`14.
`be binding upon the respective parties hereto and their successors and assigns.
`
`15.
`GOVERNING LAW. THIS AGREEMENT SHALL IN ALL RESPECTS BE
`GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCEWITH, THE
`LAWSOF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO NEW YORK’S
`PRINCIPLES OF CONFLICTS OF LAW).
`
`UW00001154
`
`

`

`Headings. The Section headings used in this agreement are for convenience of
`16.
`reference only and shall not affect the construction of this agreement.
`
`supplement or
`No amendment, modification,
`Modification in Writing.
`17.
`termination of or to any provision of this agreement shall be effective unless in writing and
`signed by the entity sought to be bound thereby. Any amendment, modification, supplement,
`termination, waiver or consent of or to any provision of this agreement shall be effective only in
`the specific instance and for the specific purpose for which made or given. Any delay orfailure
`by either party hereto to exercise any right, power or remedy shall not constitute a waiver thereof.
`
`Execution in Counterparts. This agreement and any amendments, waivers,
`18.
`consents or supplements hereto may be executed in any numberof counterparts, each of which
`when so executed and delivered shall be deemed to be an original, but all such counterparts shall
`constitute one and the same agreement.
`
`Severability of Provisions. Any provision of this agreementthat is prohibited or
`19.
`unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
`prohibition or unenforceability without invalidating the remaining provisions hereofor affecting
`the validity or enforceability of such provision in any other jurisdiction.
`
`UW00001155
`
`

`

`IN WITNESS WHEREOPF, the parties have caused this agreement to be executed as
`of the day and yearfirst above written.
`
`SELLER:
`
`
`
`By:
`Name:
`Title:
`
`BUYER:
`
`ALLERAND 10W10 COMPANY, LLC
`
`By:
`Name: J. Peter Paganelli
`Title: Authorized Signatory
`
`UW00001156
`
`

`

`SCHEDULE I TO REMAINDER ESTATE
`
`PURCHASE AGREEMENT
`
`Date of Agreement:
`
`As of March 27, 2019
`
`Notice Address of Seller:
`
`Notice Address of Buyer:
`
`Name and Address of Titleholder LLC:
`
`Description and Address of Real Property:
`
`RAO3 Littleton Remainderco, LLC
`c/o United Way of Miami-Dade
`3250 Southwest Third Avenue
`Miami, FL 33129-2712
`
`(305) 646-7065
`Tel:
`Email: cmolina@unitedwaymiami.org
`
`Allerand 10W10 Company, LLC
`675 W Indiantown Rd, Suite 103
`Jupiter, FL 33458
`
`WEC 98D-4 LLC
`c/o Allerand Capital, LLC
`675 W Indiantown Rd, Suite 103
`Jupiter, FL 33458
`
`Rite Aid Pharmacy
`118-136 Meadow Street
`Littleton, NH 03561
`
`Purchase Price:
`
`Downpayment (10%):
`
`$ 190,550
`
`$ 19,055
`
`UW00001157
`
`

`

`
`REMAINDER ESTATE PURCHASE AGREEMENT
`
`REMAINDER ESTATE PURCHASE AGREEMENT,dated as of the date set forth on
`Schedule I annexed hereto, by and between the person or entity (“Seller”) executing this
`agreement as the “seller” and the person or entity (“Buyer”) executing this agreement as
`“buyer”.
`
`Seller is the owner of a remainder estate (the “Estate”) in a certain member
`A.
`interest in the single purpose, single member Delaware limited liability company described in
`Schedule I annexed hereto (“Titleholder LLC”).
`
`Titleholder LLC ownsthe fee simple absolute estate in a certain parcel of real
`B.
`estate described in Schedule I annexed hereto (the “Real Property”) improved as a drugstore
`and certain insurance policies and other property related thereto.
`
`Seller and Buyer are parties to a certain remainder estate purchase option
`C.
`agreement (the “Option Agreement”) pursuant to which Buyer has been granted the option to
`purchase the Estate (the ““Option’’) on the terms set forth therein and herein.
`
`Buyerhas exercised the Option and desires to purchase, on the terms and subject
`D.
`to the conditions herein set forth, the Estate.
`
`AGREEMENT:
`
`NOW, THEREFORE, in consideration of the mutual promises and covenants herein set
`forth and other valuable consideration,
`the receipt and sufficiency of which are hereby
`acknowledged, the parties agree as follows:
`
`On the Closing Date (as hereinafter defined), Seller
`Purchase and Sale.
`1.
`agrees to sell, assign, transfer and convey the Estate to Buyer, and Buyer agrees to acquire the
`Estate from Seller, on the terms and conditions set forth herein.
`
`Purchase Price. The purchase price (the “Purchase Price’’) for the Estate shall
`2.
`be the amount specified as such on Schedule I annexed hereto, which amount has been
`determined pursuant to the provisions of the Option Agreement.
`
`Closing. The date (the “Closing Date’’) for the performance of this agreement
`3.
`(the “Closing”) shall be the date set forth in the notice of Buyer given pursuant to the
`provisions of Section 3 of the Option Agreement. The Closing shall be held at the offices of
`Escrowee (as defined in the Option Agreement) at 10:00 a.m. on the Closing Date.
`
`Assignment, At the Closing, Seller shall assign, transfer and convey the Estate
`4,
`to Buyer by execution and delivery of an assignment instrument in form reasonably acceptable
`to Buyer (the “Assignment”). The Estate shall be conveyed free and clear of any liens,
`
`UW00001158
`
`

`

`encumbrances, or claims of any third parties, and Buyer may,at its cost and expense, obtain
`such Uniform Commercial Code searches as it deems necessary or convenient to confirm the
`same.
`
`Seller's Closing Deliveries. At the Closing, Seller shall deliver to Buyer the
`5.
`following agreements and instruments:
`
`a.
`
`An original executed counterpart of the Assignment, executed by
`
`Seller;
`
`Original counterparts, or copies certified to be true and correct, of all
`b.
`material documents, instruments,
`leases, agreements or other papers relating to the
`Estate or the Real Property that are in Seller's possession or control;
`
`c.
`
`A Non-Foreign Affidavit under the Internal Revenue Code;
`
`Evidence reasonably acceptable to Buyer’s counsel as to the due
`d.
`authorization of Seller to execute and deliver all documents at the Closing required
`hereunder; and
`
`Such otheraffidavits, documents and certificates as may be customarily
`e.
`and reasonably required by Buyer’s counsel in order to effectuate the transaction
`contemplated hereby.
`
`Buyer's Closing Deliveries. At the Closing, Buyer shall deliver to Seller the
`6.
`following agreements and instruments:
`
`An original executed counterpart of an instrument (the “Assumption and
`a.
`Acknowledgment’), in form reasonably acceptable to Seller, pursuant to which Buyer
`acknowledgesthat it is accepting delivery of the Assignment and assuming anyandall
`liabilities and obligations deriving from the Estate or relating thereto which originate
`after the Closing Date;
`
`Evidence reasonably acceptable to Seller’s counsel as to the due
`b.
`authorization of Buyer to execute and deliver all documents at the Closing required
`hereunder; and
`
`Such other affidavits, documents and certificates as may be customarily
`c.
`and reasonably required by Seller’s counsel
`in order to effectuate the transaction
`contemplated hereby.
`
`UW00001159
`
`

`

`Paymentof Purchase Price. At the Closing, Buyershall pay the Purchase Price
`7.
`in immediately available funds.
`
`
`Condition of Real Property. Buyer acknowledgesthat an indirect interest in the
`8.
`Real Property is being acquired by Buyer, by acquisition of the Estate, strictly on an “as is”
`basis, without representation, warranty or covenant, expressed or implied, of any kind
`whatsoever, except as provided herein, and without recourse to Seller, and that Buyer shall be
`obligated to purchase the Estate notwithstanding any change in the condition of the Real
`Property occurring prior to the date of the Closing, whether resulting from casualty, taking or
`otherwise.
`
`Brokerage. Seller represents that it has dealt with no broker in connection with
`9.
`this agreement. Buyer represents that it has dealt with no broker in connection with this
`agreement. Seller and Buyer each agree to indemnify and hold the other harmless from and
`against any liability, loss, cost, damage, or expense, including court costs and attorneys’ fees,
`resulting from a breach of the above representation and warranty. The provisionsofthis Section
`shall survive Closing.
`
`Representations and Warranties of Seller. Seller represents and warrants to
`10.
`Buyeras follows:
`
`Seller has all requisite power and authority to enter into this agreement and
`a.
`perform its obligations hereunder;
`
`b. Seller has not assigned, pledged or transferred the Estate, and no person or
`other entity has any right or option to acquire the Estate;
`
`c. Seller is not a "foreign person" as defined in Section 1445(f)(3) of the
`Internal Revenue Code;
`
`d. This agreement has been duly authorized by all requisite action, has been
`duly executed and delivered by Seller and is the legal, valid and binding obligation of
`Seller enforceable in accordance with its terms, except
`to the extent
`that
`the
`enforceability hereof may be limited by bankruptcy, insolvency, or other similar laws
`affecting creditor’s rights generally and subject to the exercise of judicial discretion in
`accordance with general principles of equity. No consent of any partner, creditor,
`investor, judicial or administrative body or of any authority or other party is required in
`connection with Seller’s execution and delivery of this agreementor its performance of
`its obligations hereunder; and
`
`No attachments, execution proceedings, assignments for the benefit of
`e.
`creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or
`threatened against Seller or, to the best of Seller’s knowledge, any constituent partner
`or memberofSeller, nor are any of such proceedings contemplated by Seller, or, to the
`best of Seller’s knowledge, any constituent partner or memberofSeller.
`
`UW00001160
`
`

`

`The representations and warranties of Seller set forth in this agreement, shall survive Closing
`for a period of one hundred eighty (180) days (the "Survival Period"). No claim for a breach
`of any representation or warranty of Seller shall be actionable or payable if the breach in
`question results fromor is based on a condition, facts or other matter which was known to Buyer
`prior to Closing. Seller shall have no liability to Buyer for a breach of any representation or
`warranty unless written notice containing a description of the specific nature of such breach
`shall have been received by Seller from Buyerprior to the expiration of the Survival Period and
`an action shall have been commenced by Buyer against Seller within sixty (60) days after
`expiration of the Survival Period.
`
`Buyer agrees to inform Seller promptly in writing if it discovers that any representation or
`warranty of Seller is inaccurate in any material respect, or if it believes that Seller has failed to
`deliver to Buyer any document or material whichit is obligated to deliver hereunder.
`
`Representations and Warranties of Buyer. Buyer represents and warrants to
`11.
`Seller as follows:
`
`Buyerhasall requisite power and authority to enter into this agreement and
`a.
`to perform its obligations hereunder. The execution and delivery of this agreement by
`Buyer has been duly authorized; and
`
`b. Buyer has available to it unrestricted funds which it may use in its sole
`discretion to pay the full Purchase Price and otherwise comply with the provisions of
`this agreement. Buyer acknowledges and agreesthat its obligations hereunderare not
`contingent upon Buyerobtaining financing for the purchaseofthe Estate.
`
`The representations and warranties of Buyer set forth in this agreement shall survive Closing
`for the Survival Period of one hundred eighty (180) days. No claim for a breach of any
`representation or warranty of Buyer shall be actionable or payable if the breach in question
`results from or is based on a condition, facts or other matter which was knownto Seller prior
`to Closing. Buyershall have no liability to Seller for a breach of any representation or warranty
`unless written notice containing a description of the specific nature of such breach shall have
`been given by Seller to Buyerprior to the expiration of the Survival Period and an action shall
`have been commencedbySeller against Buyer within sixty (60) days after the expiration of the
`Survival Period.
`
`Limitation on Liability. Buyer's recourse against Seller under this agreement or
`12.
`under any other agreement, document, certificate or instrument delivered by Seller to Buyer
`(including, without limitation, any agreement, document, certificate or instrument delivered by
`Seller to Buyer on the Closing Date), or under any law applicable to the Real Property or the
`transaction herein contemplated, shall be limited to Seller's interest in the Estate, (or upon
`consummationofthe transaction contemplated hereunder,to the net proceedsofthe sale thereof
`actually received by Seller). The foregoing provisions of this Section shall not limit in any
`
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`

`manneror to any extent Seller’s liability to Buyer in respect of acts that constitute deliberate
`violations of the provisions hereof or other willful misconduct.
`
`
`13. Notices. All notices required or permitted hereundershall be in writing and shall
`be given: (a) by registered or certified mail, postage prepaid, (b) by a nationally recognized
`overnight delivery service which provides receipted delivery, or (c) by facsimile transmission
`with confirmation of receipt, addressed, if to Seller, at Seller’s address stated on Schedule I
`annexed hereto or such other address as Seller shall have last designated by written notice, given
`as aforesaid, to Buyer, and, ifto Buyer, at Buyer’s address stated on Schedule I annexed hereto
`or such other address as Buyer shall have last designated by written notice, given as aforesaid,
`to Seller Notices shall be deemed given on the date when deposited in the United States mail
`or with such overnight delivery service or when sent by facsimile transmission upon receipt of
`confirmation, as aforesaid.
`
`Successors. The provisions of this agreement shall inure to the benefit of and
`14.
`be binding upon the respective parties hereto and their successors and assigns.
`
`15.
`GOVERNING LAW. THIS AGREEMENT SHALL IN ALL RESPECTS BE
`GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCEWITH, THE
`LAWSOF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO NEW YORK’S
`PRINCIPLES OF CONFLICTS OF LAW).
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`Headings. The Section headings used in this agreement are for convenience of
`16.
`reference only and shall not affect the construction of this agreement.
`
`supplement or
`No amendment, modification,
`Modification in Writing.
`17.
`termination of or to any provision of this agreement shall be effective unless in writing and
`signed by the entity sought to be bound thereby. Any amendment, modification, supplement,
`termination, waiver or consent of or to any provision of this agreement shall be effective only in
`the specific instance and for the specific purpose for which made or given. Any delay orfailure
`by either party hereto to exercise any right, power or remedy shall not constitute a waiver thereof.
`
`Execution in Counterparts. This agreement and any amendments, waivers,
`18.
`consents or supplements hereto may be executed in any numberof counterparts, each of which
`when so executed and delivered shall be deemed to be an original, but all such counterparts shall
`constitute one and the same agreement.
`
`Severability of Provisions. Any provision of this agreementthat is prohibited or
`19.
`unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
`prohibition or unenforceability without invalidating the remaining provisions hereofor affecting
`the validity or enforceability of such provision in any other jurisdiction.
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`IN WITNESS WHEREOPF, the parties have caused this agreement to be executed as
`of the day and yearfirst above written.
`
`SELLER:
`
`
`
`By:
`Name:
`Title:
`
`BUYER:
`
`ALLERAND 10W10 COMPANY, LLC
`
`By:
`Name: J. Peter Paganelli
`Title: Authorized Signatory
`
`UW00001164
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`SCHEDULE I TO REMAINDER ESTATE
`
`PURCHASE AGREEMENT
`
`Date of Agreement:
`
`As of