REAL ESTATE SALES PURCHASE AGREEMENT
Exhibit 10.1
REAL ESTATE SALES PURCHASE AGREEMENT
This Real Estate Sales Purchase Agreement, made and entered into this 21st day of November, 2003, by and between THE XXXXXX MANUFACTURING COMPANY, INC., hereinafter referred to as SELLER, and YOUNG MEN’S CHRISTIAN ASSOCIATION OF XXXXXXXX COUNTY, INC., a/k/a YMCA, hereinafter referred to as BUYER.
For and in consideration of the mutual obligations herein contained, Seller agrees to sell, convey, transfer and assign to Buyer, and Buyer agrees to purchase from Seller, certain property located in Corydon, IN 47112, Xxxxxxxx County, Indiana and more particularly described as follows:
All that part of a 44.3 acre tract of land owned by the Seller in Section 30, Township 3
South, Range 4 East and Section 25, Township 3 South, Range 3 East, in Xxxxxxxx County,
Indiana. |
(1) PURCHASE PRICE–The total purchase price for the real estate agreed to be sold and being the amount Seller is willing to accept and Buyer to pay is the sum of FIVE HUNDRED THOUSAND DOLLARS and ZERO CENTS, ($500,000.00).
(2) XXXXXXX MONEY-Buyer shall pay the sum of TEN THOUSAND DOLLARS and ZERO CENTS ($10,000.00) as xxxxxxx money.
(3) MANNER OF PAYMENT-Buyer shall pay the remaining principal balance of the purchase price of FOUR HUNDRED NINETY THOUSAND DOLLARS and ZERO CENTS ($490,000.00) on date of closing. Buyer shall pay all fees associated with any financing they obtain.
(4) CLOSING-The closing of the sale shall be on or before January 31, 2004. If Buyer fails to close within said time, Seller may elect to terminate this agreement and keep xxxxxxx money.
(5) POSSESSION-The possession of the property shall be delivered to Buyer upon closing.
(6) TITLE APPROVAL- Seller shall provide the Corporate Warranty Deed. The Buyer shall pay all title examination costs, closing costs, inspection fees and all recording fees.
(7) TAXES-Taxes shall be prorated to the date of closing. Buyer shall assume real estate taxes commencing at closing and thereafter.
(8) ATTORNEY’S FEES-Any party to this agreement who is the prevailing party in any legal or equitable proceeding against any other party brought under or with relation to the agreement or transaction shall be additionally entitled to recover court costs and reasonable attorney’s fees from the non-prevailing party.
(9) CASUALTY LOSS-Risk of loss by damage or destruction to the property prior to the closing shall be borne by Seller. In the event any such damage or destruction is not fully repaired prior to closing, Buyer, at Buyer’s option, may either terminate this agreement or elect to close the transaction, in which event Seller’s right to all insurance proceeds resulting from such damage or destruction shall be assigned in writing by Seller to Buyer. Buyer shall bear risk of loss after closing. Buyer is responsible for obtaining hazard insurance after closing.
(10) MISCELLANEOUS-
(a)
Conveyance of this property shall be by Corporate Warranty Deed, subject to taxes, easements, restrictive
covenants and encumbrances or record, unless otherwise agreed. |
(b)
Any notice required or
permitted to be delivered hereunder, shall be deemed received when personally
delivered, transmitted by facsimile or sent by express courier or United States
mail, postage prepaid, certified and return receipt requested, addressed to
Seller or Buyer or the designated agent of either party, as the case may be, at
the following addresses. |
SELLER: X.X. Xxx 0, Xxxxxxx, XX 00000
BUYER: X.X. Xxx 000, Xxxxxxx, XX 00000
(c)
This agreement shall be
construed under and in accordance with the laws of the State of Indiana and is
binding upon the parties’ respective heirs, executors, administrators,
legal representatives, successors, and assigns. |
(d)
In case any provision
contained in this agreement is held invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any
other provision of this agreement. |
(e)
This agreement constitutes
the sale and only agreement of the parties and supercedes any prior
understandings or written or oral agreements between the parties respecting the
transaction and cannot be changed except by their written consent. |
(f)
All rights, duties and
obligations of the parties shall survive the passing of title to, or an interest
in the property. |
(g)
This Agreement shall be
subject to a Phase I Environmental Assessment to be performed at the expense of
the YMCA. |
(h)
The name “Xxxxxx” will be included in the name of the park on the
acquired property, except under the circumstance where a significant
contribution is made contingent upon having naming rights. The buyer will make
all reasonable efforts to keep “Xxxxxx” in the name of the
park. |
(11) TIME-Time is of the essence.
This Agreement shall be binding on each of the parties, their heirs, representatives, successors and assigns.
Dated this 21st day of November, 2003.
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Date: 11/21/03 Date: 11/21/03 |
By: /s/ Xxxxx X. Xxxxxxxxxx Name Printed: Xxxxx X. Xxxxxxxxxx Title: CFO THE XXXXXX MANUFACTURING COMPANY, INC., Seller By: /s/ Xxxxx Xxxxxxxxx Name Printed: Xxxxx Xxxxxxxxx Title: President-Board of Directors YOUNG MEN'S CHRISTIAN ASSOCIATION OF XXXXXXXX COUNTY, INC., Buyer |
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STATE OF INDIANA COUNTY OF XXXXXXXX |
) ) SS: ) |
Before me a Notary Public in and for said County and State, personally appeared THE XXXXXX MANUFACTURING COMPANY, INC. by Xxxxx Xxxxxxxxxx its CFO and acknowledged the execution of the foregoing purchase agreement. Witness by hand and Notary Seal this 21st day of November, 2003.
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My Commission expires: May 9, 2007 |
/s/ Xxxxx X. Xxxxx Name Printed: Notary Public |
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STATE OF INDIANA COUNTY OF XXXXXXXX |
) ) SS: ) |
Before me a Notary Public in and for said County and State, personally appeared YOUNG MEN‘S CHRISTIAN ASSOCIATION OF XXXXXXXX COUNTY, INC. by Xxxxx Xxxxxxxxx its President, Bd of Dir. and acknowledged the execution of the foregoing purchase agreement. Witness by hand and Notary Seal this 21st day of November, 2003.
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My Commission expires: May 9, 2007 |
/s/ Xxxxx X. Xxxxx Name Printed: Notary Public |
THIS INSTRUMENT PREPARED BY:
Xxxxxxxxxxx X. Xxxx, Attorney #23526-49
XXXXXX X. XXXXXXX, Attorneys at Law
000 X. Xxxxxxx Xxxxxx, Xxxxx 000
X.X. Xxx 000
Xxxxxxx, XX 00000
(000) 000-0000
ACCEPTANCE OF OFFER AND RECEIPT OF XXXXXXX MONEY
The Undersigned, Seller, hereby accepts such offer and acknowledges receipt of TEN THOUSAND DOLLARS and ZERO CENTS ($10,000.00) as Xxxxxxx Money to be held for Buyer’s benefit and either applied or forfeited according to the terms of this Contract for Purchase of Real Estate.
THIS OFFER ACCEPTED THIS 21st DAY OF NOVEMBER, 2003, at 9:00, ____.m.
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Date: 11/21/03 Date: 11/21/03 |
By: /s/ Xxxxx X. Xxxxxxxxxx THE XXXXXX MANUFACTURING COMPANY, INC., Seller By: /s/ Xxxxx Xxxxxxxxx YOUNG MEN'S CHRISTIAN ASSOCIATION OF XXXXXXXX COUNTY, INC., Buyer |
