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golf course maintenance facilities, men’s and women’s locker
rooms, an outdoor swimming pool, and four tennis courts.
Hereinafter, we refer to these depreciable improvements that VRI
was obligated to construct on the Property as “the Clubhouse”.
Under the Contract between VRI and VCI, ownership of the
completed Golf Course and the Clubhouse was to be transferred to
VCI, and VCI was to establish and operate a golf membership club
(the Club) which would sell memberships in the Club to homeowners
within the Golf Course community and to members of the public.
Under the Contract, in consideration for the transfer to VCI
of VRI’s ownership interest in the Golf Course and in the
Clubhouse that were to be constructed by VRI, VCI, among other
things, was obligated to pay to VRI the total fees that would be
received by VCI upon the sale by VCI of memberships in the Club.
In order to secure the respective rights and obligations of
VRI and VCI under the Contract, during construction of the Golf
Course and the Clubhouse, the deed executed by VRI transferring
the Golf Course and the Clubhouse to VCI was to be transferred
into escrow, and the membership fees, upon receipt by VCI, were
to be transferred by VCI into an escrow account.
The deed to the Golf Course and the Clubhouse was to be
transferred out of escrow to VCI on the earlier of December 31,
2000, or when at least 25 charter memberships, 375 golf
memberships, and 100 golf social memberships in the Club were
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Last modified: May 25, 2011