Louisville Housing Authority Agenda and Packet 2012 05 29

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WHEREAS, the Authority and LHC have agreed upon terms upon which the Partnership will transfer the Apartment Complex to the Authority, acquisition of the interests of the Limited Partners in the Partnership, in satisfaction of all indebtedness owed by the Partnership to the Authority with respect to the Apartment Complex and in liquidation of the Limited Partner interests in the Partnership acquired by the Authority; therefore, it is RESOLVED that the Authority be and hereby is authorized to acquire from EHP 1995 all of itslimited partner interests in the Partnership for consideration, including the reimbursement of expenses, not to exceed $4,000, as shall be determined by the officers ofthe Authority, and in connection with such acquisition to assume the obligations of EHP 1995 as limited partner and to enter into any and all contracts, agreements, assignments, indemnities or other documents or instrument to give effect to such acquisition; and FURTHER RESOLVED that the Authority be and hereby is authorized to acquire from BONDC all of its limited partner interests in the Partnership for consideration, including the reimbursement of expenses, not to exceed $4,000, as shall be determined by the officers of the Authority, and in connection with such acquisition to assume the obligations of BONDC as a limited partner and to enter into any and all contracts, agreements, assignments, indemnities or other documents or instrument to give effect to such acquisition; and FURTHER, RESOLVED that following the acquisition by the Authority of the interests of the Limited Partners in the Partnership, at such time as may be determined by the officers of the Authority and subject to obtaining all necessary consents (including the consent of the first mortgage lender), the Authority is authorized to accept and receive from the Partnership, in satisfaction of all indebtedness owed by the Partnership to the Authority in connection with the Apartment Complex and in liquidation from the Limited Partner interests of the Authority in the Partnership, an assignment and conveyance of the Apartment Complex and all rights, interests and entitlements associated with the Apartment Complex, so that the Authority shall be the sole owner of the Apartment Complex; and FURTHER RESOLVED, that the officers of the Authority, including, without limitation, the Chairand the Vice-Chair, are authorized to execute and deliver any agreements, documents, consents, ratifications, approvals or other actions by the Authority as are necessary or desirable to give effect to the transactions described above; and FURTHER RESOLVED that all documents and agreements to be entered into by the Authority may be in form and substance acceptable to the Chair, the Vice-Chair, or other officer of the Authority, as applicable, s sole and absolute discretion, such and 2 #107081 v2 bou 11