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buyer, agreed to participate in such exchange, provided that the
corporation, as seller, would reimburse the buyer for all
expenses associated therewith, that the buyer would not actually
take title to any such designated exchange property, and that the
buyer would not be exposed to any liability as the result
thereof. The parties to the agreement understood that the
obligation of Penn-Daniels as buyer to participate in any such
designated exchange would terminate upon the closing of the sale.
Closing of the sale of the Phoenix property was held on
August 9, 1991. The corporation received at settlement the
closing amount of $354,065.21 and tendered the appropriate deed
to Penn-Daniels for the Phoenix property. With reference to the
prior agreement between the corporation and Penn-Daniels, as
amended, the corporation thereupon placed the settlement funds it
had received with the Citizens National Bank of Macomb as agent
under an escrow agreement, under which the corporation reserved
the right to designate certain replacement properties. In
significant part, the escrow agreement provided that the bank
would hold the sales proceeds for the direction of the
corporation in the acquisition of replacement properties for the
period of 180 days. The corporation was obligated to "direct"
the acquisition of such properties within 45 days of the deposit
of the money with the bank. No affirmative acts were required
from Penn-Daniels, as buyer of the Phoenix properties (except to
cooperate (prior to the Phoenix settlement) in the acquisition of
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