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ahall take place or- the nest succeeding busineas day at the
sa~ae t ime anc] pl ace .
(e) On the closing date, Meador 8rook and all its
partners shall e~ter into ari amendm~ent of Meadow Hrook's
partnership agreement, satisfactory to Verde i~ torm and
substance, purauant to which (i) Verde shall be adnitte8 a8
a general partner of lleadow Brookf (ii) Verde's partnership
interest in the asaets, liabilities, profits and loeses of
Meadow Brook shall be as described in paragraph 1(b)= (iii)
the teros of Verde's partnership shall be the same as thoae
, '
of each other partner or, if the terma of the other partnera
differ, Verde's terma shall be no less favorable than thoae
applicable to the partner tben havi~g the most favorable
terms.
( f) in the event that af ter the date hereof , and
before the closing date,~l~eadow Brook shall (i) incur any
indebtedness for borrovred money which is not used excluaive-
ly for tHe purchase of partnerhsfp propectyj (ii) wake any
distribution to or for the account of any partner= or (iii)
sell or otherMise dispose of partnerahip property at less
than its fair ~arket valuef then the purchase price shall be
reduced by Verde's Percentage Intereat of the amount of such
indebtedness not used for the purchase of partnership
property [in the case of clause (i)~j the amount of auch
diatribution [in the case of clause (ii)jj and or the
amount by which the fair oarket value of the property sold
(at the ti~ae of its sale) or otherwise dispoaec] of ~exceeds
the fair ~aarket value of the consideration (at the tinie of
such sale) received by Pleadow Brook [_in the case of clause
( iii) j .
2. General Mattera.
(a) ~-11 documentary atamp tases, intangibles taxes
and other expenaea in connection Mfth the conveyances and
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BOOK348 PAGE1350
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