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): June 30, 1995
New England Realty Associates Limited Partnership
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(Exact Name of Registrant as Specified in its Charter)
Massachusetts 0-12138 04-2619298
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) File Number) Identification No.)
39 Brighton Avenue, Allston, Massachusetts 02134
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 783-0039
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On June 30, 1995, New England Realty Associates Limited Partnership (the
"Partnership") purchased from Omnibus Realty Trust five (5) properties
containing an aggregate of 809 residential apartment units, increasing the
Partnership's residential portfolio to approximately 1, 600 residential
apartment units.
The address, number of units and purchase price of each of the acquired
properties (the "Acquired Properties") are as follows:
Number of Purchase
Address Units Price
62 Boylston Street, Boston, MA 269 $10,560,000
1144-1160 Commonwealth Avenue, Boston, MA 261 $7,050,000
376-384 Sunderland Road, Worcester, MA 180 $6,000,000
140-154 North Beacon Street, Boston, MA 64 $4,680,000
1135-1137 Commonwealth Avenue, Boston, MA 35 $1,710,000
The purchase price for the Acquired Properties was an aggregate of
approximately $30 million, with approximately $22.5 million financed by a
mortgage with First Union National Bank of North Carolina. Each asset refinanced
has a separate non recourse mortgage which is not cross-collateralized. Each has
a maturity of ten years with an interest rate of 8.375%. In connection with this
acquisition, the Partnership also refinanced certain of its debt-free assets
resulting in the balance of the equity required. The General Partner of the
Partnership believes the purchase price for the Acquired Properties is
reasonable for the Partnership to receive an adequate return on its investment.
The Partnership expects to continue to utilize the Acquired Properties as
residential apartment units. The Hamilton Company Limited Partnership served as
the management company for the Acquired Properties prior to acquisition by the
Partnership. The Partnership will continue to employ The Hamilton Company
Limited Partnership as the management company to manage the new assets. The
Hamilton Company, Inc., a Massachusetts corporation, is the 99% General Partner
of The Hamilton Company Limited Partnership. The Hamilton Company, Inc. and the
1% Limited Partner of The Hamilton Company Limited Partnership are owned by
Harold Brown, the Treasurer and a Director of the General Partner of the
Partnership and a beneficial owner of Partnership units.
Omnibus Realty Trust previously owned 19 properties for the benefit of
several entities. The controlling interest in these entities was held by Harold
Brown. On June 30, 1995, Omnibus Realty Trust sold 14 commercial properties to
an unrelated third party and the remaining five residential properties,
constituting the Acquired Properties, to the Partnership.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) and (b). It is impracticable to provide the required financial statements at
this time. The required financial statements will be filed as soon as possible,
but not later than sixty (60) days after the date on which this report on Form
8-K is required to be filed.
(c) Exhibits. The exhibits filed as part of this Form 8-K are listed in
the Exhibit Index included herewith.
<PAGE>
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.
NEW ENGLAND REALTY ASSOCIATES LIMITED
PARTNERSHIP
(Registrant)
Date: July 14, 1995 By: NewReal, Inc., its General Partner
(functional equivalent of Chief Executive
Officer and Principal Financial Officer)
By: /s/ Ronald Brown
Ronald Brown, President
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Name
2.1 Purchase and Sale Agreement dated the 21st day of June, 1995,
by and between Sally A. Starr and Lisa A. Brown,
Trustees of Omnibus Realty Trust, and New England Realty
Associates Limited Partnership, a Massachusetts Limited
Partnership.
PURCHASE AND SALE AGREEMENT
This Agreement made and entered into this _th day of
June, 1995, by and between Sally A. Starr and Lisa A. Brown,
Trustees of Omnibus Realty Trust, a nominee trust,
hereinafter referred to as "Seller", and New England Realty
Associates Limited Partnership, a Massachusetts limited
partnership, having an address c/o The Hamilton Company, 39
Brighton Avenue, Allston, MA 02134 hereinafter referred to
as "Buyer".
W I T N E S S E T H:
In consideration of One Dollar ($1.00) and other good
and valuable consideration by each party hereto paid to the
other party, the receipt and sufficiency whereof are hereby
acknowledged, and in further consideration of the mutual
covenants and agreements hereinafter set forth, the parties
hereto do, subject to terms and conditions hereinafter set
forth, hereby agree as follows:
1. PROPERTY
REAL (A) Seller agrees to sell and convey all of
ESTATE those certain parcels of land and all improvements
SOLD now thereon listed in Exhibit A attached hereto, and all
fixtures belonging to Seller and attached thereto or located
thereon, and all right, title and interest of Seller in and
to any land lying in the bed of any public way abutting said
parcels of land, and all appurtenances thereto, hereof, all
hereinafter referred to as "the Property".
PURCHASE (B) Buyer agrees to buy and purchase the Property, and
to accept delivery of possession of the Property, pursuant to
the terms and conditions herein contained.
DEFINITIONS (C) The "Closing Documents" are the Deed referred to
in Article 2 hereof, the Assignment of Contracts and Permits
attached hereto as Exhibit C, the Assignment of Leases
attached hereto as Exhibit D, an affidavit by Seller that
Seller is not a foreign partnership, a mechanic's lien and
parties in possession affidavit, and any consents,
discharges, releases and other documents from other entities
required so that Seller may transfer and convey title to the
Property as herein required and all other documents required
to be delivered at the Closing Time (defined in Article 5
hereof) by each party hereto.
2. TITLE
DEED, (A) Title to the Property shall be conveyed
ENCUMBRANCES by quitclaim deed (herein referred to as "the Deed") which
shall convey a clear record, good and marketable title
thereto, in fee simple, subject to the rights of occupancy
and leases of residential tenants, utility easements,
buildings and zoning laws, and taxes for the current year
which are not yet due and payable on the date of delivery of
the deed, and such other easements, restrictions and
covenants of record which do not unreasonably interfere with
the existing use of the Property (all collectively sometimes
herein referred to as "Permitted Encumbrances"). Title
shall be deemed conclusively in compliance with the
requirements of this Agreement except for those matters
specified in a written notice given to Seller by the Buyer
within thirty (30) days of the date of this Agreement and
those matters arising after the date of this Agreement.
PLAN, (B) If the title to the Property is
REGISTRATION registered, the Deed shall be in form sufficient to entitle
Buyer to a Certificate of Title of the Property, and Seller
shall deliver with the Deed all instruments, if any,
necessary to enable Buyer to obtain such Certificate of Title.
IMPROVEMENTS (C) If Seller elects to make any improvements to the
Property, Seller shall first give notice to Buyer, requesting
Buyer's consent, which shall not be unreasonably withheld.
The cost of all such improvements consented to by Buyer are
hereinafter referred to as "Improvement Costs". Reference is
made to Section 1.16 of that certain Agreement by and between
Seller and Landman, Inc. ("Landman") dated as of April 27,
1995 (the "Release Agreement"), as amended. Buyer hereby
agrees to reimburse Seller of any amounts it is required to
pay to the "Holder" (as defined in the Release Agreement)
with respect to advances made by Chase Manhattan Bank, N.A.
to Seller for improvements to be made to the Properties,
including, without limitation, any amounts for maintenance
and replacement of the sprinkler system at 62 Boylston Street
Property (currently estimated to be $252,492).
ASSIGNMENT (D) Seller hereby assigns to Buyer all of Seller's
right, title and interest in that certain Escrow Agreement
dated June __, 1995, between Seller and Landman, executed
pursuant to the Release Agreement (the "Escrow Agreement"),
provided, however, that Buyer shall not exercise any right of
Seller pursuant to the Escrow Agreement or seek any remedy
available to Seller pursuant thereto, (a) unless and until
Seller shall have failed to perform its obligations under
this Agreement, or (b) after Seller has refunded the Deposit
(as defined in Article 4 hereof) to Buyer in accordance with
the terms of this Agreement. Upon the sooner to occur of
Seller's performance of its obligations hereunder or refund
to Buyer of the Deposit, the foregoing assignment shall be
null and void. Seller shall, at the Closing Time, assign to
Buyer (i) all leases and occupancy agreements affecting the
Property, and (ii) all warranties, guarantees, and licenses
affecting the Property which are currently in effect and all
contracts and agreements affecting the Property assignment of
which is requested by Buyer, to the fullest extent assignment
of all the foregoing is permitted under law or under the
respective agreement. Any of the foregoing not so assigned
by separate instrument shall be assigned automatically by
operation of this paragraph, which shall survive delivery of
the deed. At Closing Time, Seller and Buyer shall enter into
an Assignment of Contracts and Permits in the form attached
hereto as Exhibit C and an Assignment of Leases in the form
attached hereto as Exhibit D. Seller shall deliver to Buyer
at Closing Time any plans and specifications for the Property
in its possession and all original leases and lease
amendments.
3. GRANTEE
NOMINEE The Grantee or Buyer named in each of the Closing
Documents shall be Buyer or such nominee or nominees of Buyer
as Buyer shall designate by notice to Seller not less than
seven (7) days prior to the Closing Time and shall have the
benefit of all of the provisions enuring to Buyer hereunder.
4. PURCHASE PRICE
PAYMENT The agreed purchase price hereunder payable to Seller
by Buyer pursuant hereto is Thirty Million Dollars
($30,000,000) plus the Improvement Costs (hereinafter
referred to as the "Purchase Price"), payable as follows:
(a) Two Hundred Thousand Dollars ($200,000), which the
parties hereto acknowledge has been paid as a deposit (the
"Deposit"); and
(b) Two Million Eight Hundred Thousand Dollars
($2,800,000) plus the Improvement Costs (hereinafter referred
to as "the Closing Payment") at the Closing Time, in cash or
by certified or bank cashier's check or by federal funds wire
transfer.
5. CLOSING
TIME (A) The "Closing Time" shall be at 10:00 a.m. on the
first to occur of (i) a date agreed by mutual notice between
Buyer and Seller, or their attorneys, or (ii) June , 1995.
Time is of the essence of this Agreement. Closing of the
transaction herein described, including without limitation,
delivery of all fully executed Closing Documents herein
required to be delivered at the Closing Time, and full
payment of the Purchase Price, shall be at the Closing Time.
Buyer and Seller may alter the Closing Time by a written
agreement executed by their attorneys in one or more
counterparts. In addition, the closing of the transaction
herein described may be accomplished in escrow upon such
escrow conditions and other closing or settlement terms and
conditions as may hereafter be set forth in a written
agreement executed by their attorneys in one or more
counterparts. Until such time as the Closing Time shall be
postponed or accelerated as herein provided, the expression
"the Closing Time" shall mean the date aforesaid fixed as the
Closing Time; and thereafter the "Closing Time" shall mean
said date as so postponed or accelerated from time to time.
Seller shall have the right to postpone the Closing Time
pursuant to Article 10(A) of this Agreement.
LOCATION (B) Such Closing shall take place at the offices of
Lane & Altman, 101 Federal Street, Boston, Massachusetts, or
at such other location as may be agreed upon by the attorneys
for Buyer and Seller, respectively.
6. DELIVERY
POSSESSION At the Closing Time, Seller shall deliver
CONDITION full possession of the Property to Buyer, in substantially
the same condition as the Property is in on the date hereof,
less reasonable wear and tear, but with such interior
improvements as are necessary in connection with new
tenancies, and in compliance with all Permitted Encumbrances.
7. CONDITION OF PREMISES
Buyer acknowledges that it has had an opportunity to
inspect every aspect of the Property, to review Seller's
books and records concerning operation of the Property, and
to review the leases and occupancy arrangements. The Buyer
is buying the Property in "as is" condition. The Seller has
made no warranties or representations on which the Buyer has
relied with respect to the Property. The Buyer's agreements
in this Article shall survive delivery of the Deed.
8. ACCEPTANCE
Acceptance of the Deed by Buyer shall constitute full
performance and discharge of every agreement and obligation
of Seller, express or implied, pursuant to this Agreement,
except with respect to any adjustments and payments to be
made thereafter pursuant to Article 11 hereof and except as
otherwise specifically provided herein.
9. BROKERS
Each party hereby warrants and represents to the other
party that it has dealt with no brokers other than The
Hamilton Company (hereinafter called the "Broker") in
connection with this Agreement or any aspect of the
transaction herein contemplated and that it will indemnify
the other party against, and save the other party harmless
from, all commissions, fees and other costs, and claims
therefor, by any other broker who shall allege such broker
has dealt with the indemnitor hereunder in connection with
the transaction herein contemplated. Seller shall indemnify
Buyer against, and save Buyer harmless from, all commissions,
fees and other costs, and claims therefor, of the Broker.
10. NON-CONFORMANCE
DEFECTS (A) If Seller shall be unable to convey title to, or
deliver possession of, the Property, as required by this
Agreement, or if at the Closing Time the Property does not
conform to the requirements of this Agreement, then Seller
shall use its reasonable efforts to remove any defects in
title, or to deliver possession as provided herein, and to
make the Property conform to the provisions hereof, as the
case may be, in which event Seller shall give written notice
thereof to Buyer at or before the Closing Time and thereupon
the Closing Time shall be extended for a period of sixty (60)
days. Notwithstanding any other provision of this Agreement
to the contrary, if Seller fails to convey title to the
Property as required by this Agreement because of the failure
of Landman to perform its obligations under the Release
Agreement, Seller shall immediately so notify Buyer and
refund the Deposit to Buyer, which shall be Buyer's sole
remedy at law and in equity, and this Agreement shall be null
and void without recourse to the parties hereto.
CORREC- (B) If, at the Closing Time, as extended,
TIONS Seller shall still be unable to give title, deliver
possession, or make the Property conform to the requirements
hereof and to Seller's representations, as the case may be,
all as herein agreed, then, at Buyer's election, the Deposit
shall be forthwith refunded as Buyer's sole remedy at law and
in equity, and all other obligations of all parties hereto
shall cease and this Agreement shall be null and void and
without recourse to the parties hereto.
WAIVER (C) Buyer shall have the election, at either the
original or any extended Closing Time, to accept such title
as Seller can deliver to the Property, and in its then
condition, and to pay therefor the Purchase Price without
deduction, in which case Seller shall convey such title and
deliver possession in their then condition, except that if
the Property shall have been damaged by fire or casualty
insured against, then the Seller shall, unless the Seller has
previously restored the Property to its former condition,
either (a) pay over or assign to Buyer, on delivery of the
Deed, the insurance proceeds recovered or recoverable as the
case may be, less all amounts reasonably expended by Seller
for any partial restoration, or (b) if a holder of a mortgage
on the Property shall not permit the insurance proceeds or a
part thereof to be used to restore the Property to its former
condition or to be so paid over or assigned, give to Buyer a
credit against the Purchase Price, on delivery of the Deed,
equal to said amounts so recovered or recoverable and
retained by the holder of said mortgage less any amounts
reasonably expended by Seller for any partial restoration.
USE OF (D) To enable Seller to make conveyance as
PURCHASE herein provided, Seller may, at the Closing Time,
PRICE use the Purchase Price or any portion thereof, if otherwise
payable by Buyer hereunder, to clear title of any or all
encumbrances or interests, provided that all instruments so
procured are recorded simultaneously with the recording of
the Deed, or, with respect to institutional mortgages,
arrangements in accordance with customary conveyancing
practice are made for subsequent recording.
LIQUIDATED (E) If on or before the Closing Time Buyer
DAMAGES shall give notice to Seller that Buyer shall not consummate
the purchase of the Property, or if as of the Closing Time
Buyer shall otherwise fail to fulfill Buyer's agreements
herein, after receipt of notice thereof from Seller, (i) the
Deposit shall be paid to Seller by Escrowee, with interest
accrued thereon and (ii) Buyer shall immediately reimburse to
Seller (a) the Improvement Costs plus (b) Seller's
out-of-pocket expenses up to a maximum of $2500 incurred in
the negotiation of this Agreement (excluding the cost of
employees of Seller or its managing agent, but including
reasonable attorneys' fees), which payments collectively
shall be made as full liquidated damages and as Seller's sole
remedy in law or at equity and all other obligations of the
parties hereto shall cease and this Agreement shall be void
without recourse to either party hereto.
11. ADJUSTMENTS
OPERATIONS (A) Collected rents, common area maintenance charges,
water and sewer charges, taxes and assessments payable for
the tax year in which the Closing occurs, and other standard
operating expenses and additional rents shall be adjusted as
of the Closing Time, and the net amount thereof shall be
added to or deducted from, as the case may be, the amount
payable by Buyer at the Closing Time. The total amount of
unapplied security deposits held by Seller shall be credited
against the Purchase Price. Taxes and betterments and other
assessments assessed for the tax year prior to the tax year
in which the Closing occurs and/or any prior year, whenever
due and payable, and whether or not assessed and/or payable
in installments, and whenever payable, shall be paid by
Seller.
POST-CLOSING (B) If the amount of any of said taxes is not known at
the Closing Time, such amount shall be apportioned on the
basis of the taxes assessed for the tax year most recently
known, with a reapportionment as soon as the new tax rate and
valuation can be ascertained; and, if the taxes which are to
be apportioned shall thereafter be reduced by abatement, the
amount of such abatement, less the reasonable cost of
obtaining the same, shall be apportioned between Seller and
Buyer, provided that neither such party shall be obligated to
institute or prosecute proceedings for an abatement. All
amounts received by Buyer after the Closing Time for the
account or any tenant or other occupant of the Property shall
be applied in the following order: (a) first on account of
any amount then due Buyer from such person or entity, (b)
next, on account of any amount then due Seller from such
person or entity with respect to the Property for the period
prior to the Closing Time, less any costs of collection
incurred by Buyer and attributable thereto, and (c) with any
balance then remaining towards Buyer.
12. NOTICES
All notices and other communications pursuant hereto
shall be deemed to have been given only upon the receipt
thereof (or the refusal to accept delivery thereof), postage
prepaid, by registered or certified mail, return receipt
requested, or by Federal Express, Purolator Courier, or
similar overnight courier which delivers only against signed
receipt by the addressee thereof, to each party at the
addresses, and with the duplicate copies, hereinafter
provided, or at such alternate address as shall be designated
by like notice:
(i) if given to Seller, Omnibus Realty Trust,
c/o The Hamilton Company, 39 Brighton Avenue, Allston,
MA 02134
Attn: Harold Brown
with a duplicate copy to Lauren Jennings, Esq.,
Goldstein & Manello, P.C., 265 Franklin Street, Boston,
Massachusetts 02110
(ii) if given to Buyer, NERA, c/o The Hamilton
Company, 39 Brighton Avenue, Allston, MA 02134
Attn: Harold Brown
with a duplicate copy to Luci Daley Vincent, Esq., Lane
& Altman, 101 Federal Street, 26th Floor, Boston,
Massachusetts 02110
13. MISCELLANEOUS
CHOICE (A) This Agreement shall be construed in
OF LAW accordance with the laws of the Commonwealth of Massachusetts.
AMENDMENT (B) This Agreement sets forth the entire understanding
and agreement of the parties. This Agreement shall not be
changed except by an instrument in writing signed by both
parties hereto. Any of the provisions of this Agreement may
be waived only by an instrument in writing signed by the
party who desires to waive such provision.
SUCCESSORS (C) This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their
respective heirs, successors and assigns.
COUNTERPARTS (D) This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the
same agreement and shall become effective when one or more
counterparts has been signed by each of the parties and
delivered to the other parties.
CAPTIONS (E) The captions and marginal notes used herein are
included only for ease of reference and shall have no meaning
whatsoever in the construction of this instrument.
AUTHORITY (F) Seller warrants and represents to Buyer, as
follows:
(i) Seller is trustee of a trust under declaration of trust
dated July 25, 1986 recorded with Suffolk County Registry of
Deeds at Book 12926, Page 344, Suffolk Registry District of
the Land Court as Document 414405, and Worcester District
Registry of Deeds in Book 11241/204, which remains in full
force and effect, without modification or amendment; Seller
has all authorization and direction necessary to execute and
deliver this Agreement, as trustee, and to perform Seller's
obligations hereunder and complete the transaction
contemplated hereby.
(ii) No materially adverse suit, action, litigation or
administrative proceeding is threatened or commenced against
Seller which affects the Property or which may affect
Seller's performance hereunder or which could give rise to a
lien against the Property, including without limitation,
eminent domain proceedings, except the matters, if any,
disclosed in Exhibit B hereto.
IN WITNESS WHEREOF, each of the parties hereto has executed
this Agreement, all as of the day and year first above
written.
WITNESSES AS TO BOTH: SELLER
_____________________________ Sally A. Starr, Trustee
of Omnibus Realty Trust
_____________________________ Lisa A. Brown, Trustee
of Omnibus Realty Trust
Taxpayer I.D. No.__________
WITNESS: BUYER
NEW ENGLAND REALTY
_____________________________ ASSOCIATES LIMITED PARTNERSHIP
By NewReal, Inc., a
Massachusetts corporation, its
general partner
By:
Ronald Brown,
President
Taxpayer I.D. No.
<PAGE>
EXHIBIT A
Courtyard North Beacon 140-154 N. Beacon St.
Allston, MA
Commonwealth Apartments 1144, 1148-1160 Comm
Ave., Brighton, MA
Commonwealth Gardens 1131-1137 Comm Ave.,
Brighton, MA
Redwood Hills 376-382 Sunderland Rd.,
Worcester, MA
62 Boylston 62 Boylston St., Boston, MA
<PAGE>
EXHIBIT B
(Outstanding Items of Litigation)
<PAGE>
EXHIBIT C
ASSIGNMENT OF CONTRACTS AND PERMITS
This ASSIGNMENT is given by Sally A. Starr and Lisa A. Brown, Trustees
of Omnibus Realty Trust ("Assignor") to New England Realty Associates Limited
Partnership, a Massachusetts limited partnership, ("Assignee") for $1.00 and
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, in connection with the purchase by Assignee and sale
by Assignor, pursuant to that certain Purchase and Sale Agreement, dated June
__, 1995, by and between Assignor and Assignee (the "Purchase Agreement") of
premises more particularly described in the Purchase Agreement. All
capitalized words and phrases herein have the same meaning as in the Purchase
Agreement unless otherwise set forth herein. Assignor hereby assigns,
transfers and sets over to Assignee to the full extent permitted by law and
under the terms hereof and thereof, (a) all of the contracts, licenses,
permits, agreements, warranties and approvals granted for the benefit of the
Property (as defined in the Purchase Agreement) or to Assignor in connection
with the Property, and (b) all the Assignor's right, title, and interest
therein, together with all other contracts, licenses, permits, rights,
agreements, warranties and approvals now owned or hereafter acquired by the
Assignor for and in respect of the Property, (such contracts, licenses, etc.,
are referred to herein as the "Contracts"). Assignor hereby irrevocably
directs the grantor or licensor of or the contracting party to any such
Contract, to the extent permitted by such Contract to recognize and accept
Assignee as the holder of such Contract for any and all purposes as fully as
it would recognize and accept Assignor and the performance of the Assignor
thereunder. Assignee agrees hereafter to perform in accordance with the
terms and conditions of the Contracts, but nothing herein shall obligate
Assignee for such performance on or before the date hereof. Assignor
represents and warrants that there are no violations of the Contracts and
that the Contracts have not previously been assigned to anyone.
IN WITNESS WHEREOF, the Assignor has executed this Assignment under
seal as of the _____ day of _________, 1995.
ASSIGNOR
_____________________________ Sally A. Starr, Trustee
of Omnibus Realty Trust
_____________________________ Lisa A. Brown, Trustee
of Omnibus Realty Trust
<PAGE>
EXHIBIT D
ASSIGNMENT OF LEASES
This ASSIGNMENT AND ASSUMPTION AGREEMENT is given by Sally A.
Starr and Lisa A. Brown, Trustees of Omnibus Realty Trust ("Assignor")
to New England Realty Associates Limited Partnership, a Massachusetts
limited partnership, ("Assignee") for $1.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, in connection with the purchase by Assignee and sale by
Assignor, pursuant to that certain Purchase and Sale Agreement, dated
June __, 1995, by and between Assignor and Assignee (the "Purchase
Agreement") of premises more particularly described in the Purchase
Agreement. All capitalized words and phrases herein have the same
meaning as in the Purchase Agreement unless otherwise set forth
herein.
Assignor, for good and valuable consideration, hereby grants,
transfers and assigns to Assignee, and Assignee hereby accepts, the
entire lessor's/landlord's interest in any and all leases and tenancy
agreements (collectively, the "Leases") for any portion or portions of
the property known as and numbered __________________________________,
__________ County, Massachusetts, and all tenant/lessee security,
advance rental, similar deposits and interest thereon held by Assignor
covering portions of said property (the "Deposits").
Assignee agrees to defend, indemnify and hold Assignor harmless
from any and all liability, loss, cost or damage which Assignor may
incur and any and all claims and demands whatsoever which may be
asserted against Assignor by reason of, and Assignee hereby
specifically assumes any and all obligations or undertakings on the
landlord's part to be performed or discharged under the Leases and the
Deposits on or after the date hereof, or otherwise arising out of or in
connection with, this Assignment with respect to matters first
occuring, originating or arising on or after the date hereof.
Assignor agrees to defend, indemnify and hold Assignee harmless
from any and all liability, loss, cost or damage whatsoever which may
be asserted against Assignee by reason of undertakings on the
landlord's part to be performed or discharged under the Leases and the
Deposits prior to the date hereof.
Assignor hereby certifies that rents have been paid by tenants
under the Leases through the dates listed on Schedule A attached
hereto.
Assignor hereby certifies that payments have been made by Assignor
pursuant to the Deposits as listed on Schedule A attached hereto.
The provisions of this Assignment and Assumption Agreement shall
be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns.
Executed under seal this ____ day of ___________, 199__.
WITNESSES AS TO BOTH: ASSIGNOR
_____________________________ Sally A. Starr, Trustee
of Omnibus Realty Trust
_____________________________ Lisa A. Brown, Trustee
of Omnibus Realty Trust
WITNESS: ASSIGNEE
_____________________________ NEW ENGLAND REALTY
ASSOCIATES LIMITED PARTNERSHIP
By NewReal, Inc., a
Massachusetts corporation, its
general partner
By:
Ronald Brown,
President
COMMONWEALTH OF MASSACHUSETTS
___________, ss ________________, 199__
Then personally appeared the above named __________________, as
_________________ of ____________________________________, and acknowledged
the foregoing instrument to be his/her free and voluntary act and deed and
the voluntary free act and deed of ____________________________, before me,
, Notary Public
My Commission expires:
COMMONWEALTH OF MASSACHUSETTS
______________, ss _________________, 199__
Then personally appeared the above named _______________, President and
Treasurer of __________________________________, ("________"), and
acknowledged the foregoing instrument to be his/her free and voluntary act
and deed and the free act and deed of ________________ as ________________ of
__________________, before me,
, Notary Public
My Commission expires:
<PAGE>
SCHEDULE A
RENTS PAID AND SECURITY DEPOSITS
Security
Tenants Monthly Rent Paid Through Deposits
