UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) May 19, 2011
(Exact name of Registrant as specified in its charter)
California |
0-13112 |
95-3778627 |
(State or other jurisdiction |
(Commission |
(I.R.S. Employer |
of incorporation) |
File Number) |
Identification Number) |
55 Beattie Place
Post Office Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Real Estate Associates Limited VI, a California limited partnership (the Registrant), owns a 95% limited partnership interest in Grant-Ko Enterprises, a Wisconsin limited partnership (Grant-Ko). Grant-Ko owns a 40-unit apartment complex located in Platteville, WI. On May 19, 2011, the Registrant entered into an Assignment Agreement with Linda Kittleson (the Assignee), Duane Kittleson and Richard C. Adams, the general partners of Grant-Ko, relating to the assignment of the limited partnership interest held by the Registrant in Grant-Ko for a total price of approximately $60,000. The Registrants investment balance in Grant-Ko was zero at March 31, 2011.
The Registrant also owns a 95% limited partnership interest in New-Bel-Mo Enterprises, a Wisconsin limited partnership (New-Bel-Mo). New-Bel-Mo owns a 16-unit apartment complex located in Monticello, WI. On May 19, 2011, the Registrant entered into an Assignment Agreement with the Assignee and Duane Kittleson, the general partner of New-Bel-Mo, relating to the assignment of the limited partnership interest held by the Registrant in New-Bel-Mo for a total price of approximately $114,000. The Registrants investment balance in New-Bel-Mo was zero at March 31, 2011.
The Registrant also owns a 95% limited partnership interest in Sauk-Ko Enterprises, a Wisconsin limited partnership (Sauk-Ko). Sauk-Ko owns a 30-unit apartment complex located in Platteville, WI. On May 19, 2011, the Registrant entered into an Assignment Agreement with the Assignee and Duane Kittleson, the general partner of Sauk-Ko, relating to the assignment of the limited partnership interest held by the Registrant in Sauk-Ko for a total price of approximately $165,000. The Registrants investment balance in Sauk-Ko was zero at March 31, 2011.
The foregoing description is qualified in its entirety by reference to the Agreements, copies of which are filed as Exhibit 10.5, 10.6 and 10.7 to this report.
Item 2.01 Completion of Acquisition or Disposition of Assets
Pursuant to the terms of the Assignment Agreements, on May 19, 2011, the Registrant assigned its limited partnership interests in Grant-Ko, New-Bel-Mo and Sauk-Ko to the Assignee effective as of May 19, 2011 and received net proceeds of approximately $339,000. The Registrant is currently evaluating its cash requirements to determine what portion, if any, of the proceeds received from these transactions will be available to distribute to its partners.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.5 Assignment Agreement by and between Real Estate Associates Limited VI, a California limited partnership, Linda Kittleson, and Duane Kittleson and Richard C. Adams, dated May 19, 2011.
10.6 Assignment Agreement by and between Real Estate Associates Limited VI, a California limited partnership, Linda Kittleson and Duane Kittleson, dated May 19, 2011.
10.7 Assignment Agreement by and between Real Estate Associates Limited VI, a California limited partnership, Linda Kittleson and Duane Kittleson, dated May 19, 2011.
The agreements included as an exhibit to this Form 8-K contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
· should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
· have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
· may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and
· were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 8-K not misleading. Additional information about the Registrant may be found elsewhere in this Form 8-K and the Registrants other public filings, which are available without charge through the SECs website at http://www.sec.gov.
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.
|
REAL ESTATE ASSOCIATES LIMITED VI |
|
|
|
By: National Partnership Investments Corp. |
|
Corporate General Partner |
By: /s/Stephen B. Waters
Stephen B. Waters
Senior Director of Partnership Accounting
Date: May 25, 2011
Exhibit 10.5
ASSIGNMENT AGREEMENT
This Assignment Agreement (the Agreement) is made as of May 19, 2011 (the Effective Date), by and among Real Estate Associates Limited VI, a California limited partnership (the Assignor); Linda Kittleson ( Assignee), and Duane A. Kittleson and Richard C. Adams, in their capacity as general partners of Grant-Ko Enterprises, a limited partnership formed under the laws of the State of Wisconsin (the Partnership) (collectively, the General Partner and together with the Assignor, and the Assignee, each a Party and, as the context requires, any two or more, collectively, the Parties), with reference to the following:
A. The Partnership is governed by that certain Amended and Restated Agreement and Certificate of Limited Partnership of the Partnership, dated August 24, 1983, as it may have been amended from time to time (the Amended Partnership Agreement) (any capitalized word or phrase used but not defined herein shall have the meaning set forth in the Amended Partnership Agreement).
B. The General Partner is the operating general partner of the Partnership and Assignor is the limited partner of the Partnership.
C. The Partnership is a plaintiff in various lawsuits filed in the United States Court of Federal Claims against the United States of America (the Government) seeking compensation for the Governments alleged repudiation of certain contract rights held by the Partnership and others relating to multi-family housing properties which are part of the rural housing program under Section 515 and 521 of the Housing Act of 1949 (the Litigation).
D. Assignor has agreed to sell and assign all of its interest in the Partnership to the Assignee and withdraw from the Partnership, the Assignee has agreed to purchase such interest, and the General Partner has consented to such assignment and withdrawal, all pursuant to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
2. Consideration. In consideration for Assignors Interest, at the Closing, the Assignee shall pay to Assignor Sixty-Six Thousand Five Hundred Twelve and no/100 Dollars ($66,512.00), less $2,698.00 withheld to pay State of Wisconsin withholding tax on nonresident partners for the year ended December 31, 2010 and an estimate of such tax for 2011 in the amount of $3,616.00 (the 2011 estimate). The Partnership will hold the amount withheld to pay the 2011 Wisconsin withholding tax until the proper amount of such withholding is determined in 2012 and shall refund to Assignee the amount not needed, if any, to pay such tax at the time the actual amount is determined (the Payment). The Payment will be paid by wire transfer of immediately available funds pursuant to instructions from Assignor through a mutually agreeable escrow agent.
5. Representations and Warranties.
(c) Assignors Interest represents all of the interest in the Partnership owned by the Assignor. Assignor possesses no other equity in the Partnership or any other right to receive payment upon the sale or other disposition of the Partnership, or the Partnerships assets, or otherwise.
5.2 As a material inducement to Assignor entering into this Agreement, the Assignee hereby represents and warrants to Assignor that (i) the execution and delivery of this Agreement by the Assignee and the performance of the transactions contemplated herein have been duly authorized by all requisite proceedings; (ii) assuming the due and proper execution and delivery by Assignor, this Agreement is binding upon and enforceable against the Assignee in accordance with its terms; (iii) Assignee has not incurred any obligation or liability, contingent or otherwise, for brokerage or finders fees or agents commissions or other similar payment in connection with this Agreement, (iv) Assignee is aware of the restrictions on transfer or encumbrance of the Interest under the Amended Partnership Agreement, as well as the transfer restrictions imposed by the Securities Act of 1933, as amended, and applicable state securities laws (the Securities Laws), is able to bear the economic risk of his investment in the Interest, is aware that he must hold the Interest for an indefinite period and that the Interest has not been registered under the applicable Securities Laws and may not be sold or otherwise transferred unless permitted by the terms of the Amended Partnership Agreement and the Interest is registered, or an exemption from the registration requirements is available with respect thereto, under the Securities Laws, (v) Assignee is acquiring the Interest for her own account and not with a view to resell, transfer or otherwise dispose of it, and (vi) Assignee is an affiliate of the General Partner and is experienced in financial transactions such as ownership of the Interest, understands the business and operations of the Partnership, and has had an opportunity to ask questions about and seek information about the Partnership and the Partnerships Project, and has not relied upon any express or implied representations or warranties from Assignor with regard to the Interest, the Partnership, or the Project. The foregoing representations and warranties are true and correct as of the Effective Date and as of Closing, and shall survive the Effective Date, Closing and the withdrawal of Assignor from the Partnership.
5.4 Except as expressly provided in this Section 5, no Party has made any other representation or warranty concerning the Interest, the Partnership, the Project or any other matter.
(a) Extension of the statute of limitations for assessing or computing any tax liability against the Partnership (or the amount or character of any Partnership tax items);
(b) Settlement of any audit with the IRS concerning the adjustment or readjustment of any partnership item(s) (within the meaning of Section 6231(a)(3) of the Code);
(c) Filing of a request for an administrative adjustment with the IRS at any time or filing of a petition for judicial review with respect to any such request;
(d) Initiation or settlement of any judicial review or action concerning the amount or character of any partnership tax item(s) (within the meaning of Section 6231(a)(3) of the Code); or
(e) Intervention in any action brought by any other Partner for judicial review of a final adjustment.
7.1 The Assignor and the General Partner, on behalf of the Partnership, acknowledge and agree that, as of the Closing, Assignor will no longer be a limited partner of the Partnership and all of Assignors rights and obligations under the Amended Partnership Agreement and under any and all other written or oral agreements by and among Assignor, the Partnership, and/or the General Partner shall be terminated and of no further force or effect as of the Closing, except with respect to the Assignors representations, warranties and covenants set forth herein. Without limitation to the generality of the foregoing, Assignor hereby waives any and all rights and claims with respect to (a) Assignors Interest, except as set forth in Section 6, above, and then solely with respect to Assignors interest in the matters specified therein, and (b) Assignors role as a limited partner of the Partnership set forth in the Amended Partnership Agreement or otherwise. Notwithstanding anything contained in this Agreement, the Partnership and the General Partner acknowledge that matters may arise after the Closing that relate back to events that occurred prior to the Closing (for purposes of illustration and not limitation, audits by the IRS). If such matters may affect the Assignor, the Partnership and the General Partner agree that they shall conduct themselves in a manner which is consistent with their obligations to the Assignor of good faith and fair dealing.
If to the Assignor:
c/o National Partnership Investments Corp.
6701 Center Drive, Suite 520
Los Angeles, California 90045
Attention: Asset Management
with a copy to:
c/o Apartment Investment and Management Company
4582 S. Ulster St., Suite 1100
Attention: Legal Department
Denver, Colorado 80237
If to the Assignee, the Partnership, or the General Partner:
Duane A. Kittleson
DAK Developers/Management, Inc.
1020 Lincoln Ave.
Fennimore, WI 53809
with a copy to:
Richard Adams
6875 Ridgeview Lane
Platteville, WI 53818
Any of the Parties may designate a change of address by Notice in writing to the other Parties. Whenever in this Agreement the giving of Notice by mail or otherwise is required, the giving of such Notice may be waived in writing by the person or persons entitled to receive such Notice.
7.10 This Agreement constitutes the sole agreement of the Parties with respect to the matters herein, all prior oral or written agreements being merged herein. This Agreement may only be modified by a writing signed by all of the Parties hereto and time is of the essence of this Agreement.
[Signature Page to Follow]
IN WITNESS WHEREOF, the General Partner, the Assignee, and the Assignor have entered into this Agreement as of the date set forth above.
GENERAL PARTNER:
/s/ DUANE A. KITTLESON
DUANE A. KITTLESON
/s/ RICHARD C. ADAMS
RICHARD C. ADAMS
ASSIGNEE:
/s/ LINDA KITTLESON
LINDA KITTLESON
ASSIGNOR:
REAL ESTATE ASSOCIATES LIMITED VI,
a California limited partnership
By National Partnership Investments Corp.,
a California corporation, its General Partner
By: /s/John McGrath
Name: John McGrath
Title: Senior Vice President
Chyane Group LLC hereby joins this Assignment Agreement for the purpose of agreeing to its release of the Assignor Parties set forth in Section 4.1 hereof.
CHYANE GROUP LLC
By: /s/ Duane A. Kittleson
Duane A. Kittleson
Exhibit 10.6
ASSIGNMENT AGREEMENT
This Assignment Agreement (the Agreement) is made as of May 19, 2011 (the Effective Date), by and among Real Estate Associates Limited IV, a California limited partnership (the Assignor); Linda Kittleson ( Assignee), and Duane A. Kittleson in his capacity as general partner of Green-Ko Enterprises, a limited partnership formed under the laws of the State of Wisconsin (the Partnership) (the General Partner and together with the Assignor, and the Assignee, each a Party and, as the context requires, any two or more, collectively, the Parties), with reference to the following:
A. The Partnership is governed by that certain Amended and Restated Agreement and Certificate of Limited Partnership of the Partnership, dated December 18 1982, as it may have been amended from time to time (the Amended Partnership Agreement) (any capitalized word or phrase used but not defined herein shall have the meaning set forth in the Amended Partnership Agreement).
B. The General Partner is the operating general partner of the Partnership and Assignor is the limited partner of the Partnership.
C. The Partnership is a plaintiff in various lawsuits filed in the United States Court of Federal Claims against the United States of America (the Government) seeking compensation for the Governments alleged repudiation of certain contract rights held by the Partnership and others relating to multi-family housing properties which are part of the rural housing program under Section 515 and 521 of the Housing Act of 1949 (the Litigation).
D. Assignor has agreed to sell and assign all of its interest in the Partnership to the Assignee and withdraw from the Partnership, the Assignee has agreed to purchase such interest, and the General Partner has consented to such assignment and withdrawal, all pursuant to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
2. Consideration. In consideration for Assignors Interest, at the Closing, the Assignee shall pay to Assignor Sixty Three Thousand Four Hundred Ten and no/100 Dollars ($63,410.00), less $32,632.00 withheld to pay State of Wisconsin withholding tax on nonresident partners for the year ended December 31, 2010 and an estimate of such tax for 2011 in the amount of $684.00 (the 2011 estimate). The Partnership will hold the amount withheld to pay the 2011 Wisconsin withholding tax until the proper amount of such withholding is determined in 2012 and shall refund to Assignee the amount not needed, if any, to pay such tax at the time the actual amount is determined (the Payment). The Payment will be paid by wire transfer of immediately available funds pursuant to instructions from Assignor through a mutually agreeable escrow agent.
5. Representations and Warranties.
(c) Assignors Interest represents all of the interest in the Partnership owned by the Assignor. Assignor possesses no other equity in the Partnership or any other right to receive payment upon the sale or other disposition of the Partnership, or the Partnerships assets, or otherwise.
5.2 As a material inducement to Assignor entering into this Agreement, the Assignee hereby represents and warrants to Assignor that (i) the execution and delivery of this Agreement by the Assignee and the performance of the transactions contemplated herein have been duly authorized by all requisite proceedings; (ii) assuming the due and proper execution and delivery by Assignor, this Agreement is binding upon and enforceable against the Assignee in accordance with its terms; (iii) Assignee has not incurred any obligation or liability, contingent or otherwise, for brokerage or finders fees or agents commissions or other similar payment in connection with this Agreement, (iv) Assignee is aware of the restrictions on transfer or encumbrance of the Interest under the Amended Partnership Agreement, as well as the transfer restrictions imposed by the Securities Act of 1933, as amended, and applicable state securities laws (the Securities Laws), is able to bear the economic risk of his investment in the Interest, is aware that he must hold the Interest for an indefinite period and that the Interest has not been registered under the applicable Securities Laws and may not be sold or otherwise transferred unless permitted by the terms of the Amended Partnership Agreement and the Interest is registered, or an exemption from the registration requirements is available with respect thereto, under the Securities Laws, (v) Assignee is acquiring the Interest for her own account and not with a view to resell, transfer or otherwise dispose of it, and (vi) Assignee is an affiliate of the General Partner and is experienced in financial transactions such as ownership of the Interest, understands the business and operations of the Partnership, and has had an opportunity to ask questions about and seek information about the Partnership and the Partnerships Project, and has not relied upon any express or implied representations or warranties from Assignor with regard to the Interest, the Partnership, or the Project. The foregoing representations and warranties are true and correct as of the Effective Date and as of Closing, and shall survive the Effective Date, Closing and the withdrawal of Assignor from the Partnership.
5.4 Except as expressly provided in this Section 5, no Party has made any other representation or warranty concerning the Interest, the Partnership, the Project or any other matter.
(a) Extension of the statute of limitations for assessing or computing any tax liability against the Partnership (or the amount or character of any Partnership tax items);
(b) Settlement of any audit with the IRS concerning the adjustment or readjustment of any partnership item(s) (within the meaning of Section 6231(a)(3) of the Code);
(c) Filing of a request for an administrative adjustment with the IRS at any time or filing of a petition for judicial review with respect to any such request;
(d) Initiation or settlement of any judicial review or action concerning the amount or character of any partnership tax item(s) (within the meaning of Section 6231(a)(3) of the Code); or
(e) Intervention in any action brought by any other Partner for judicial review of a final adjustment.
7.1 The Assignor and the General Partner, on behalf of the Partnership, acknowledge and agree that, as of the Closing, Assignor will no longer be a limited partner of the Partnership and all of Assignors rights and obligations under the Amended Partnership Agreement and under any and all other written or oral agreements by and among Assignor, the Partnership, and/or the General Partner shall be terminated and of no further force or effect as of the Closing, except with respect to the Assignors representations, warranties and covenants set forth herein. Without limitation to the generality of the foregoing, Assignor hereby waives any and all rights and claims with respect to (a) Assignors Interest, except as set forth in Section 6, above, and then solely with respect to Assignors interest in the matters specified therein, and (b) Assignors role as a limited partner of the Partnership set forth in the Amended Partnership Agreement or otherwise. Notwithstanding anything contained in this Agreement, the Partnership and the General Partner acknowledge that matters may arise after the Closing that relate back to events that occurred prior to the Closing (for purposes of illustration and not limitation, audits by the IRS). If such matters may affect the Assignor, the Partnership and the General Partner agree that they shall conduct themselves in a manner which is consistent with their obligations to the Assignor of good faith and fair dealing.
If to the Assignor:
c/o National Partnership Investments Corp.
6701 Center Drive, Suite 520
Los Angeles, California 90045
Attention: Asset Management
with a copy to:
c/o Apartment Investment and Management Company
4582 S. Ulster St., Suite 1100
Attention: Legal Department
Denver, Colorado 80237
If to the Assignee, the Partnership, or the General Partner:
Duane A. Kittleson
DAK Developers/Management, Inc.
1020 Lincoln Ave.
Fennimore, WI 53809
Any of the Parties may designate a change of address by Notice in writing to the other Parties. Whenever in this Agreement the giving of Notice by mail or otherwise is required, the giving of such Notice may be waived in writing by the person or persons entitled to receive such Notice.
7.11 In interpreting this Agreement it shall be presumed that the Agreement was jointly drafted and no presumption shall arise against any Party in the event of any ambiguity.
[Signature Page to Follow]
IN WITNESS WHEREOF, the General Partner, the Assignee, and the Assignor have entered into this Agreement as of the date set forth above.
GENERAL PARTNER:
/s/ DUANE A. KITTLESON
DUANE A. KITTLESON
ASSIGNEE:
/s/ LINDA KITTLESON
LINDA KITTLESON
ASSIGNOR:
REAL ESTATE ASSOCIATES LIMITED IV,
a California limited partnership
By National Partnership Investments Corp.,
a California corporation, its General Partner
By: /s/John McGrath
Name: John McGrath
Title: Senior Vice President
Chyane Group LLC hereby joins this Assignment Agreement for the purpose of agreeing to its release of the Assignor Parties set forth in Section 4.1 hereof.
CHYANE GROUP LLC
By: /s/ Duane A. Kittleson
Duane A. Kittleson
Exhibit 10.7
ASSIGNMENT AGREEMENT
This Assignment Agreement (the Agreement) is made as of May 19, 2011 (the Effective Date), by and among Real Estate Associates Limited VI, a California limited partnership (the Assignor); Linda Kittleson ( Assignee), and Duane A. Kittleson in his capacity as general partner of Sauk-Ko Enterprises, a limited partnership formed under the laws of the State of Wisconsin (the Partnership) (the General Partner and together with the Assignor, and the Assignee, each a Party and, as the context requires, any two or more, collectively, the Parties), with reference to the following:
A. The Partnership is governed by that certain Amended and Restated Agreement and Certificate of Limited Partnership of the Partnership, dated December 16, 1983, as it may have been amended from time to time (the Amended Partnership Agreement) (any capitalized word or phrase used but not defined herein shall have the meaning set forth in the Amended Partnership Agreement).
B. The General Partner is the operating general partner of the Partnership and Assignor is the limited partner of the Partnership.
C. The Partnership is a plaintiff in various lawsuits filed in the United States Court of Federal Claims against the United States of America (the Government) seeking compensation for the Governments alleged repudiation of certain contract rights held by the Partnership and others relating to multi-family housing properties which are part of the rural housing program under Section 515 and 521 of the Housing Act of 1949 (the Litigation).
D. Assignor has agreed to sell and assign all of its interest in the Partnership to the Assignee and withdraw from the Partnership, the Assignee has agreed to purchase such interest, and the General Partner has consented to such assignment and withdrawal, all pursuant to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
2. Consideration. In consideration for Assignors Interest, at the Closing, the Assignee shall pay to Assignor One Hundred Seventy Three Thousand Nine Hundred Ninety Six and no/100 Dollars ($173,996.00), less $3,169.00 to be withheld to pay State of Wisconsin withholding tax on nonresident partners for the year ended December 31, 2010 and an estimate of such tax for 2011 in the amount of $5,497.00 (the 2011 estimate). The Partnership will hold the amount withheld to pay the 2011 Wisconsin withholding tax until the proper amount of such withholding is determined in 2012 and shall refund to Assignee the amount not needed, if any, to pay such tax at the time the actual amount is determined (the Payment). The Payment will be paid by wire transfer of immediately available funds pursuant to instructions from Assignor through a mutually agreeable escrow agent.
5. Representations and Warranties.
(c) Assignors Interest represents all of the interest in the Partnership owned by the Assignor. Assignor possesses no other equity in the Partnership or any other right to receive payment upon the sale or other disposition of the Partnership, or the Partnerships assets, or otherwise.
5.2 As a material inducement to Assignor entering into this Agreement, the Assignee hereby represents and warrants to Assignor that (i) the execution and delivery of this Agreement by the Assignee and the performance of the transactions contemplated herein have been duly authorized by all requisite proceedings; (ii) assuming the due and proper execution and delivery by Assignor, this Agreement is binding upon and enforceable against the Assignee in accordance with its terms; (iii) Assignee has not incurred any obligation or liability, contingent or otherwise, for brokerage or finders fees or agents commissions or other similar payment in connection with this Agreement, (iv) Assignee is aware of the restrictions on transfer or encumbrance of the Interest under the Amended Partnership Agreement, as well as the transfer restrictions imposed by the Securities Act of 1933, as amended, and applicable state securities laws (the Securities Laws), is able to bear the economic risk of his investment in the Interest, is aware that he must hold the Interest for an indefinite period and that the Interest has not been registered under the applicable Securities Laws and may not be sold or otherwise transferred unless permitted by the terms of the Amended Partnership Agreement and the Interest is registered, or an exemption from the registration requirements is available with respect thereto, under the Securities Laws, (v) Assignee is acquiring the Interest for her own account and not with a view to resell, transfer or otherwise dispose of it, and (vi) Assignee is an affiliate of the General Partner and is experienced in financial transactions such as ownership of the Interest, understands the business and operations of the Partnership, and has had an opportunity to ask questions about and seek information about the Partnership and the Partnerships Project, and has not relied upon any express or implied representations or warranties from Assignor with regard to the Interest, the Partnership, or the Project. The foregoing representations and warranties are true and correct as of the Effective Date and as of Closing, and shall survive the Effective Date, Closing and the withdrawal of Assignor from the Partnership.
5.4 Except as expressly provided in this Section 5, no Party has made any other representation or warranty concerning the Interest, the Partnership, the Project or any other matter.
(a) Extension of the statute of limitations for assessing or computing any tax liability against the Partnership (or the amount or character of any Partnership tax items);
(b) Settlement of any audit with the IRS concerning the adjustment or readjustment of any partnership item(s) (within the meaning of Section 6231(a)(3) of the Code);
(c) Filing of a request for an administrative adjustment with the IRS at any time or filing of a petition for judicial review with respect to any such request;
(d) Initiation or settlement of any judicial review or action concerning the amount or character of any partnership tax item(s) (within the meaning of Section 6231(a)(3) of the Code); or
(e) Intervention in any action brought by any other Partner for judicial review of a final adjustment.
7.1 The Assignor and the General Partner, on behalf of the Partnership, acknowledge and agree that, as of the Closing, Assignor will no longer be a limited partner of the Partnership and all of Assignors rights and obligations under the Amended Partnership Agreement and under any and all other written or oral agreements by and among Assignor, the Partnership, and/or the General Partner shall be terminated and of no further force or effect as of the Closing, except with respect to the Assignors representations, warranties and covenants set forth herein. Without limitation to the generality of the foregoing, Assignor hereby waives any and all rights and claims with respect to (a) Assignors Interest, except as set forth in Section 6, above, and then solely with respect to Assignors interest in the matters specified therein, and (b) Assignors role as a limited partner of the Partnership set forth in the Amended Partnership Agreement or otherwise. Notwithstanding anything contained in this Agreement, the Partnership and the General Partner acknowledge that matters may arise after the Closing that relate back to events that occurred prior to the Closing (for purposes of illustration and not limitation, audits by the IRS). If such matters may affect the Assignor, the Partnership and the General Partner agree that they shall conduct themselves in a manner which is consistent with their obligations to the Assignor of good faith and fair dealing.
If to the Assignor:
c/o National Partnership Investments Corp.
6701 Center Drive, Suite 520
Los Angeles, California 90045
Attention: Asset Management
with a copy to:
c/o Apartment Investment and Management Company
4582 S. Ulster St., Suite 1100
Attention: Legal Department
Denver, Colorado 80237
If to the Assignee, the Partnership, or the General Partner:
Duane A. Kittleson
DAK Developers/Management, Inc.
1020 Lincoln Ave.
Fennimore, WI 53809
Any of the Parties may designate a change of address by Notice in writing to the other Parties. Whenever in this Agreement the giving of Notice by mail or otherwise is required, the giving of such Notice may be waived in writing by the person or persons entitled to receive such Notice.
7.11 In interpreting this Agreement it shall be presumed that the Agreement was jointly drafted and no presumption shall arise against any Party in the event of any ambiguity.
[Signature Page to Follow]
IN WITNESS WHEREOF, the General Partner, the Assignee, and the Assignor have entered into this Agreement as of the date set forth above.
GENERAL PARTNER:
/s/ DUANE A. KITTLESON
DUANE A. KITTLESON
ASSIGNEE:
/s/ LINDA KITTLESON
LINDA KITTLESON
ASSIGNOR:
REAL ESTATE ASSOCIATES LIMITED VI,
a California limited partnership
By National Partnership Investments Corp.,
a California corporation, its General Partner
By: /s/John McGrath
Name: John McGrath
Title: Senior Vice President
Chyane Group LLC hereby joins this Assignment Agreement for the purpose of agreeing to its release of the Assignor Parties set forth in Section 4.1 hereof.
CHYANE GROUP LLC
By: /s/ Duane A. Kittleson
Duane A. Kittleson