UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 6, 1997
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PARKWAY PROPERTIES, INC.
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(Exact name of Registrant as specified in its charter)
Maryland 1-11533 74-2123597
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
300 One Jackson Place, 188 E. Capitol St., Jackson, MS 39201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (601) 948-4091
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(Former name or former address, if changed since last report)
FORM 8-K
PARKWAY PROPERTIES, INC.
Item 2. Acquisition or Disposition of Assets.
On March 6, 1997, a limited partnership in which
Parkway Properties, Inc. is a 99% limited partner and a wholly-
owned subsidiary is a 1% general partner purchased a three
building development known as Courtyard at Arapaho in Richardson,
Texas for $15,125,000. The development consists of a two-story
atrium office building with 155,974 net rentable square feet and
two single-story service center buildings totaling 44,752 net
rentable square feet. Northern Telecommunications, Inc. occupies
82,415 square feet (41%) of the development. The development is
situated on 10.58 acres and is located in the Telecom Corridor
submarket in suburban North Dallas. Courtyard at Arapaho is
currently 97% leased to 6 tenants including Northern
Telecommunications, Inc. The purchase price was funded with
existing cash reserves.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements
It is impractical to provide the audited
financial statements of the Courtyard at Arapaho
required by Item 7(a) of Form 8-K, but such
financial statements will be filed as soon as
practical but not later than 60 days after the
filing of this Form 8-K.
(b) Pro Forma Consolidated Financial Statements
The pro forma consolidated financial
statements will be filed with the audited
financial statements of the Courtyard at Arapaho.
(c) Exhibits.
(10) Assignment and Assumption
Agreement among Emerson Partners, Inc. and
Parkway Properties, Inc. dated February 26, 1997.
Parkway agrees to furnish supplementally to the
Securities and Exchange Commission on request a
copy of any omitted schedule or exhibit to this
agreement.
FORM 8-K
PARKWAY PROPERTIES, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
DATE: March 21, 1997
PARKWAY PROPERTIES, INC.
BY: /s/Steven G. Rogers
Steven G. Rogers
President and Chief
Operating Officer
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Agreement")
is entered into as of the 26th day of February, 1997, by and
between Emerson Partners, Inc., a Texas corporation ("Emerson"),
and Parkway Properties, Inc., a Maryland corporation ("Parkway").
WHEREAS, Gawaine Real Estate Corporation, Mordred Real
Estate Corporation, Garland Real Estate Corporation, Dindraine
Real Estate Corporation and Geraint Real Estate Corporation as
the seller (collectively "Seller") and Emerson as the buyer
entered into that certain Purchase and Sale Agreement dated as of
September 19, 1996, as amended by that certain Amendment to
Agreement of Purchase and Sale dated as of October 28, 1996, as
amended by that certain Second Amendment to Agreement of Purchase
and Sale dated December 23, 1996, as amended by that certain
Third Amendment to Agreement of Purchase and Sale dated as of
January 22, 1997, as supplemented by that certain Supplemental
Agreement dated as of October, 1996, and as supplemented by that
certain Second Supplemental Agreement dated as of October, 1996
(collectively the "Purchase Agreement") whereby Seller agreed to
sell to Emerson certain Property (initial capitalized terms used
but not defined herein shall have the meaning set forth in the
Purchase Agreement);
WHEREAS, the Purchase Agreement provides that Emerson shall
purchase several properties from Seller, including that certain
office building located on the real property described on Exhibit
A attached hereto known as the "Courtyard at Arapaho" (the real
property described on Exhibit A and building located thereon,
together with all improvements, personal property, intangible
personal property, and leases both relating to such real property
described on Exhibit A and within the definition of Property
under the Purchase Agreement are collectively referred to herein
as the "Assigned Property");
WHEREAS, subject to the provisions of this Agreement,
Emerson and Parkway desire to form and constitute a Texas limited
partnership (the "Limited Partnership") of which a general
partner shall be Emerson or an affiliate thereof (the "Emerson
General Partner"), and a general partner shall be Parkway
Properties General Partners, Inc., a wholly owned subsidiary of
Parkway (the "Parkway General Partner"), and the sole limited
partner ("Parkway Limited Partner") shall be Parkway Properties,
L.P., a Delaware limited partnership of which the general partner
is the Parkway General Partner and of which the sole limited
partner is Parkway;
WHEREAS, subject to the provisions of this Agreement,
Emerson and Parkway desire that immediately prior to Closing,
Emerson shall assign to the Limited Partnership all of Emerson's
rights, title and interests under the Purchase Agreement with
respect to and only with respect to the Assigned Property;
WHEREAS, Emerson and Parkway desire that the Limited
Partnership accept such assignment and that the Limited
Partnership assume and indemnify, defend and hold Emerson
harmless with respect to Emerson's obligations under the Purchase
Agreement as they relate to the Assigned Property and only the
Assigned Property (the "Assignment"); and
WHEREAS, in connection with the Assignment, the parties
desire to set forth their understandings with respect to certain
matters.
NOW, THEREFORE, in consideration of the foregoing, and other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:
Deposit. Concurrent with the execution and delivery
of this Agreement, Parkway shall deliver to American Title
Company, Dallas, Texas, Attention: Trisha Ewert (the "Secondary
Escrow Agent") a cash deposit in the amount of $100,000.00 (the
"Parkway Deposit"). Such funds shall be placed in an interest
bearing account (the "Parkway Escrow Account"). Emerson and
Parkway acknowledge and agree that $100.00 of the Parkway Deposit
shall be paid to Emerson if this Agreement is terminated for any
reason. Emerson and Parkway acknowledge and agree that such
amount shall constitute additional consideration for Seller's
execution and delivery of this Agreement. On the Closing Date,
the Parkway Deposit, together with all interest accrued thereon
shall be applied to the Purchase Price allocable to the Assigned
Property.
Parkway Inspection Period. Parkway had until
execution of this Agreement to evaluate the Property (the
"Parkway Inspection Period"), at Parkway's sole risk and expense.
Since the Parkway Inspection Period has expired the Parkway
Deposit shall be non-refundable to Parkway except as otherwise
expressly provided herein.
Notification to Seller. Emerson shall immediately
notify Seller, in writing, of Parkway and Emerson's agreement to
form the Limited Partnership, the involvement of Parkway and the
assignments contemplated hereby. The form and content of such
notice is substantially as set forth in Exhibit G attached hereto
and made a part hereof.
Formation of the Limited Partnership. Parkway and
Emerson shall cause the Limited Partnership to be formed no later
than February 26, 1997. The Emerson General Partner's interest
shall be one percent. The Parkway General Partner's interest
shall be one percent. The Parkway Limited Partner's interest
shall be ninety-eight percent. The form of the limited
partnership agreement and the subsequent amendment thereto are
attached as Exhibits B and C hereto.
Accelerated Closing. Emerson and Parkway shall
request that Seller consent to a Closing of the Purchase
Agreement on or after February 28, 1997 ("Accelerated Closing
Date") but prior to March 5, 1997. Emerson may, but shall have
no obligation to, delay the Accelerated Closing Date from day to
day until no later than March 5, 1997. If Emerson reaches an
agreement with Seller pursuant to which the Closing of the
acquisition of the Assigned Property under the Purchase Agreement
occurs on or before March 10, 1997, then the transactions
contemplated by this Agreement shall take place as provided
herein, and shall constitute part of and take place
simultaneously with the Closing pursuant to the Purchase
Agreement.
Assignment to Limited Partnership. Emerson agrees to
assign to the Limited Partnership all of Emerson's rights, title
and interest under the Purchase Agreement with respect to and
only with respect to the Assigned Property. Parkway agrees to
cause the Limited Partnership to accept such Assignment and to
assume and to indemnify, defend and hold Emerson harmless with
respect to Emerson's obligations under the Purchase Agreement
which relate to the Assigned Property and only the Assigned
Property, but not any other Property. The form of the Assignment
(herein so called) is attached hereto as Exhibit D. The
Assignment shall be effective and delivered upon (and only upon)
Parkway's instruction to the Escrow Agent to release the
Allocated Purchase Price (as defined below) to Seller and close
the transactions contemplated by the Purchase Agreement and this
Agreement, conditioned only upon Emerson's delivery of the
Assignment.
Allocation and Payment of Purchase Price. The portion
of the Purchase Price allocated to the Assigned Property is
agreed to be $15,125,000 (the "Allocated Purchase Price"). On
the Accelerated Closing Date, Parkway shall cause the Limited
Partnership to pay such Allocated Purchase Price to the Seller at
the Closing, and Emerson shall cause the remainder of the
Purchase Price (allocable to Property other than the Assigned
Property) to be paid to the Seller at the Closing, all subject to
such credits, charges, prorations and other adjustments as are
provided for in this Agreement and the Purchase Agreement. Title
policy premiums or credits in lieu of premiums to be provided by
Seller at the Closing shall be allocated proportionately to the
Assigned Property and the balance of the Property, based on the
ratio of the amount of the Purchase Price allocable to the
Assigned Property ($15,125,000), compared to the amount of the
Purchase Price for the balance of the Property, unless Parkway,
at its sole discretion, elects to obtain a separate policy and in
such case the incremental additional cost of such separate policy
(approximately $40,000) shall be allocated to and paid by
Parkway. On or before February 28, 1997, Parkway shall wire (and
shall confirm in writing to Emerson that it has wired) the
Allocated Purchase Price (less the Parkway Deposit) to the Escrow
Agent as provided in this Agreement and the Purchase Agreement.
Parkway shall retain sole and absolute control of the Allocated
Purchase Price until Parkway releases such funds at Closing.
Parkway shall provide Escrow Agent with instructions relating to
the handling of such funds, including, without limitation, a
requirement to keep such funds separate and distinct (not a part
of the Parkway Deposit or the Parkway Escrow Account) and to keep
such funds in an interest bearing account. Provided Parkway
shall have wired the Allocated Purchase Price as required above
and is not in breach of or default under this Agreement, Parkway
shall have the right and obligation to attend and participate in
the Closing and any pre-closing, including, without limitation,
approval (which shall not be unreasonably withheld) of the
closing statement and execution of all closing and other
documents of transfer relating to the Assigned Property. At the
Closing, Parkway shall cause the Allocated Purchase Price to be
paid and released to Seller upon not less than two (2) hours
written notice from Emerson that Closing (including funding) of
the transactions contemplated by this Agreement and the Purchase
Agreement are ready to occur.
Transfer of Emerson Partnership Interest. On the
Closing Date, but after the consummation of the conveyance of the
Assigned Property to the Limited Partnership, the Emerson General
Partner shall convey its general partnership interest to the
Parkway General Partner or its designee pursuant to the amendment
to the limited partnership agreement and the Withdrawal as a
General Partner, the forms of which are attached hereto as
Exhibits C and E.
As Is, Where Is. As between Emerson and Parkway and
their respective agents and representatives and the respective
officers, directors, directors, partners, employees, agents and
representatives of all of the foregoing, it is understood and
agreed that the Assigned Property is being sold and conveyed "AS
IS" with any and all faults and latent ant patent defects without
any express or implied representation or warranty by Emerson
except as expressly set forth herein or in any exhibit attached
hereto. Except as expressly set forth herein, Emerson has not
made and does not hereby make and hereby specifically disclaims
any representations or warranties of any kind or character
whatsoever, express or implied, with respect to the Assigned
Property, its condition (including without limitation any
representation or warranty regarding quality of construction,
state of repair, workmanship, merchantability, suitability or
fitness for any particular purpose), its compliance with
environmental laws or other laws, availability of access, ingress
or egress, income to be derived therefrom or expenses to be
incurred with respect thereto, the obligations, responsibilities
or liabilities of the owner thereof, or any other matter or thing
relating to or affecting the Assigned Property and Emerson hereby
disclaims and renounces any other representation or warranty.
Parkway acknowledges and agrees that Parkway is entering into
this Agreement without relying (except as expressly set forth
herein or in any exhibit attached hereto) upon any such
representation, warranty, statement or other assertion, oral or
written, made by Emerson or any representative of Emerson or any
other person acting or purporting to act for or on behalf of
Emerson with respect to the Assigned Property but rather is
relying upon its own examination and inspection of the Assigned
Property and the terms and provisions of the Purchase Agreement.
Parkway represents that it is a knowledgeable Purchaser of real
estate and that it is relying on its own expertise and that of
its consultants in purchasing the Assigned Property. The terms
and conditions of this paragraph shall expressly survive the
Closing and shall not merge with the provisions of any closing
document.
Representations and Warranties of Emerson. Emerson
represents and warrants to Parkway as follows:
(a) Delivery. Emerson has delivered or made available
to Parkway all material information, documents and
other materials received from Seller, its agents,
representatives or brokers, or any third party
(excluding Emerson's legal counsel or financing
sources) or delivered by Emerson, its agents,
representatives or brokers to Seller which pertain in
any manner to the Assigned Property.
(b) No Breach or Default Under Purchase Agreement.
Emerson has no actual knowledge of any event or fact
which would, with notice, passage of time or both,
constitute a material default or breach by Emerson or
Seller under the Purchase Agreement.
(c) Existence. Emerson is a corporation duly
organized and validly existing under the laws of the
state of Texas. Emerson has full power and authority
to execute and deliver this Agreement and all other
documents now or hereafter to be executed and delivered
by it pursuant to this Agreement ("Emerson's
Documents") and to perform all obligations arising
under this Agreement and Emerson's Documents.
(d) Valid Agreement. This Agreement constitutes, and
Emerson's Documents will each constitute, the legal,
valid, and binding obligations of Emerson, enforceable
in accordance with their respective terms, subject to
the bankruptcy, insolvency, reorganization, moratorium,
or similar laws affecting the enforcement of creditors'
rights generally and except as may be limited by
applicable laws, general equitable principles or
judicial decisions which may qualify, limit or preclude
certain rights, remedies or provisions contained in
this Agreement and/or Emerson's Documents.
(e) No Breach or Default. The execution and delivery
of this Agreement and Emerson's Documents do not, and
the consummation of the transactions contemplated
hereby shall not contravene any provision of the
Certificate of Incorporation or Bylaws of Emerson or
any judgment, order, decree, writ or injunction or
provisions of existing law or regulation or provision
of any agreement to which Emerson is a party, or any of
the foregoing by which Emerson or the Property is
bound.
(f) No Consent. Other than the consent of Seller, no
consent or approval of any third party is required to
permit Emerson to consummate the transaction
contemplated by this Agreement.
(g) No Litigation. Emerson has not received any
written notice of any litigation, governmental
investigation or other proceeding pending against
Emerson which would affect Emerson's ability to perform
its obligations under this Agreement or relating to the
transaction contemplated by this Agreement.
(h) No Prior Assignment. Emerson has not assigned any
interest in the Purchase Agreement to the extent such
interest pertains or relates to the Assigned Property.
(i) No Other Representation. Except as expressly set
forth herein, Emerson has not made and does not make
any representations or warranties whatsoever with
respect to any matter or thing affecting or related to
the Assigned Property nor has Emerson authorized any
real estate agent, salesman, or broker or other person
whomsoever to make any such representations nor is
Emerson liable for or bound by any verbal or written
representation of any real estate agent, salesman, or
broker or other person whomsoever with respect to any
matter or thing affecting or related to the Assigned
Property.
Representations and Warranties of Parkway. Parkway
represents and warrants to Emerson as follows:
(a) Existence. Parkway is a corporation duly
organized and validly existing under the laws of the
state of Maryland. Parkway has full power and
authority to execute and deliver this Agreement and all
other documents now or hereafter to be executed and
delivered by it pursuant to this Agreement ("Parkway's
Documents") and to perform all obligations arising
under this Agreement and Parkway's Documents.
(b) Valid Agreement. This Agreement constitutes, and
Parkway's Documents will each constitute, the legal,
valid, and binding obligations of Parkway, enforceable
in accordance with their respective terms, subject to
the bankruptcy, insolvency, reorganization, moratorium,
or similar laws affecting the enforcement of creditors'
rights generally and except as may be limited by
applicable laws, general equitable principles or
judicial decisions which may qualify, limit or preclude
certain rights, remedies or provisions contained in
this Agreement and/or Parkway's Documents.
(c) No Breach or Default. The execution and delivery
of this Agreement and Parkway's Documents do not, and
the consummation of the transactions contemplated
hereby shall not contravene any provision of the
Certificate of Incorporation or Bylaws of Parkway or
any judgment, order, decree, writ or injunction or
provisions of existing law or regulation or provision
of any agreement to which Parkway is a party, or any of
the foregoing by which Parkway or the Property is
bound.
(d) No Consent. No consent or approval of any third
party is required to permit Parkway to consummate the
transaction contemplated by this Agreement.
(e) No Litigation. Parkway has not received any
written notice of any litigation, governmental
investigation or other proceeding pending against
Parkway which would affect Parkway's ability to perform
its obligations under this Agreement or relating to the
transaction contemplated this Agreement.
Notices. Notices to Emerson shall be as set forth in
the Purchase Agreement. Notices to Parkway shall be as follows:
Parkway Properties, Inc.
188 East Capitol Street
Suite 300
Jackson, Mississippi 39201
Attention: Terry Lavery
Facsimile: (601) 949-4077
With a copy to:
Forman, Perry, Watkins, Krutz & Tardy, PLLC
188 East Capitol Street
1200 One Jackson Place
Jackson, Mississippi 39201
Attention: Steven M. Hendrix
Facsimile: (601) 960-8609
Covenants of Emerson. Emerson hereby covenants to
Parkway as follows:
(a) Closing. Emerson shall use reasonable efforts to
effectuate Closing of the transaction contemplated by
the Purchase Agreement. The sole remedy for breach of
this subsection (a) shall be under subsection (b) or
Section , as applicable.
(b) Reimbursement of Costs. If (i) Closing under the
Purchase Agreement does not occur due solely to a
breach or default thereunder by Emerson, or (ii) the
transaction contemplated by this Agreement does not
close due solely to a breach or default hereunder by
Emerson, then Emerson will reimburse Parkway its
actual, out of pocket expenses paid to third parties in
connection with this Agreement and Parkway's
investigation of the Assigned Property, up to a maximum
of $50,000, following receipt by Emerson of documents
reasonably establishing the amount and payment by
Parkway of such expenses.
(c) Delivery. Emerson will deliver or make available
to Parkway copies of all notices, correspondence or
other materials received from Seller, its agents,
representatives or brokers, or any other third party
(excluding Emerson's legal counsel or financing
sources) or delivered by Emerson, its agents,
representatives or brokers, to Seller which pertain in
any manner to the Assigned Property.
(d) No Assignment. Provided Parkway does not breach
or default under this Agreement, Emerson will not
assign (other than to the Limited Partnership) its
interest in the Purchase Agreement to the extent such
interest applies or pertains in any manner to the
Assigned Property.
Covenants of Parkway. Parkway covenants to Emerson as
follows:
(a) Delivery. Parkway will deliver all notices given
under the Purchase Agreement to Emerson and will
provide such additional information as Emerson may
request from time to time with respect to the Assigned
Property.
(b) Closing. Parkway shall effectuate the closing of
the transaction contemplated by this Agreement, unless
(i) this Agreement is terminated by Parkway as provided
herein, or (ii) Emerson is not entitled to acquire the
Assigned Property under the Purchase Agreement due to a
breach or default by Emerson or Seller under the
Purchase Agreement.
Assignment Contingent. Notwithstanding anything to the
contrary contained herein, the obligations of Emerson and Parkway
hereunder are expressly contingent upon the closing of the
acquisition of the Assigned Property pursuant to the Purchase
Agreement; provided, this Section shall not relieve Emerson of
liability for its default (if any) under Section (b) or relieve
Parkway of liability for its default (if any) under Section of
this Agreement. If the transaction contemplated by the Purchase
Agreement does not close by March 10, 1997, either party hereto
may immediately terminate this Agreement by written notice to the
other. In any such event, and notwithstanding anything in this
Agreement to the contrary, Parkway shall be entitled to a return
of the Parkway Deposit.
Remedies Against Emerson. In the event that any
representations or warranties of Emerson contained herein are
untrue in any material respect, if Emerson fails or refuses in
any material respect to perform any of the covenants contained
herein to be performed by Emerson, or if Emerson shall fail to
close this Agreement for any reason except for Parkway's default
or termination of this Agreement pursuant to the provisions of
this Agreement, then Parkway may, as its sole and exclusive
remedy, either (i) terminate the Agreement by written notice to
Emerson and receive an immediate refund of the Parkway Deposit
and thereafter neither party hereto shall have any further
obligation hereunder, one to the other (except for obligations
set forth in subsection (b) of the "Covenants of Emerson" section
of this Agreement) or (ii) enforce specific performance of this
Agreement. Emerson specifically agrees that the remedy of
specific performance is an appropriate remedy for Parkway if
Emerson or any affiliate or assignee of Emerson acquires the
Assigned Property, and Emerson waives and agrees not to assert
any claim or defense that specific performance is not an
appropriate remedy for Parkway.
Remedies Against Parkway. If Parkway breaches or
defaults under any provision of this Agreement, Emerson shall be
released from all obligations in law or equity to assign the
Purchase Agreement to the limited partnership. If Parkway
breaches or defaults and Closing does not occur under this
Agreement as a direct result of Parkway's breach or default
hereunder, Parkway and Emerson agree that as Emerson's sole
remedy for a breach or default hereunder, by written notice to
Parkway and Title Company, Emerson may either (i) terminate this
Agreement and be entitled to the Parkway Deposit plus accrued
interest thereon plus $150,000 as liquidated damages and
thereafter neither party shall have any further obligation
hereunder, one to the other, or (ii) enforce specific performance
of this agreement. Parkway and Emerson acknowledge and agree
that actual damages will be extremely difficult and impractical
to ascertain. Therefore, the Parkway Deposit plus accrued
interest thereon plus $150,000 shall be deemed to constitute a
reasonable estimate and agreed stipulation of Emerson's damages
and if elected by Emerson shall constitute Emerson's sole and
exclusive remedy in the event this transaction fails to close as
a direct result of Parkway's breach or default. If Emerson
elects to pursue specific performance, Parkway specifically
agrees that the remedy or specific performance is an appropriate
remedy for Emerson if Emerson or any affiliate or assignee of
Emerson acquires the Assigned Property, and Parkway waives and
agrees not to assert any claim or defense that specific
performance is not an appropriate remedy for Emerson. Emerson's
rights under this section may be assigned to any affiliate or
assignee of Emerson.
Limitation on Liability. Except as set forth in the
attached Limited Guaranty (Exhibit F) executed by Phillip
Williams and Terry Montesi, of even date herewith, Parkway and
Emerson acknowledge and agree that no trustee, beneficiary,
officer or employee of Emerson or Parkway shall have any personal
liability to the other party, directly or indirectly, under the
Purchase Agreement or this Agreement, or under any certification,
representation, warranty or other instrument delivered in
connection therewith, and Parkway and Emerson shall have recourse
hereunder only against the other's assets.
Attorneys' Fees. Should the parties to this Agreement
litigate their respective rights pursuant to this Agreement, the
party prevailing shall have the right to recover from the
opposing party an amount equal to the prevailing party's
attorneys' fees, expenses, and court costs arising out of the
litigation between the parties.
Defined Terms. Capitalized terms used by not defined
herein shall have the meaning set forth in the Purchase
Agreement.
Real Estate Agent's Commission. Emerson agrees to pay
a real estate commission to the Fults Companies (the "Broker") in
the amount of one percent (1%) of the Allocated Purchase Price
at Closing in the event (and only in the event) the transaction
contemplated hereby actually closes. If such transaction does
not close for any reason (or for no reason), including breach or
default under or termination of this Agreement by either party,
no commission or other compensation or consideration shall be
paid to the foregoing Broker or any person or entity affiliated
therewith. This Agreement supersedes any prior agreement or
understanding between Emerson and Broker. Emerson represents and
warrants to Parkway that Emerson has not entered into any binding
effective agreement with any real estate agent, salesman or
broker other than the Broker, which would entitle such real
estate agent, salesman or broker to a commission by reason of the
sale contemplated hereby. Parkway represents and warrants to
Emerson that Parkway has not entered into any binding effective
agreement with a real estate agent, salesman, or broker, which
would entitle such real estate agent, salesman, or broker to a
commission by reason of the sale contemplated hereby. Emerson
agrees to indemnify Parkway and hold it harmless of and from any
and all claims of any party claiming through Emerson for real
estate or finder's commissions or fees arising out of the sale
contemplated hereby. Parkway agrees to indemnify Emerson and
hold it harmless of and from any and all claims of any party
claiming through Parkway for real estate or finder's commissions
or fees arising out of the sale contemplated hereby.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
Emerson Partners, Inc.
By:_______________________________
Name:______________________________
Title:_____________________________
Parkway Properties, Inc.
By:________________________________
Name:______________________________
Title:_____________________________
By:________________________________
Name:______________________________
Title:_____________________________
ACKNOWLEDGMENT OF BROKER
Broker hereby acknowledges and agrees to the provisions of
Section hereof, but Broker is not a necessary party to this
Agreement.
THE FULTS COMPANIES
By:___________________________
