PURCHASE AND SALE AGREEMENT
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THIS AGREEMENT is made as of this 24th day of September 1999, by and
between XXXXXXX PARTNERSHIP, a Wisconsin partnership (''Seller''), and
GENROCO, INC., a Wisconsin corporation (''Buyer'').
RECITALS
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Seller owns certain property and improvements located at 000 Xxxxxx Xxxxx,
Xxxxxxx, Xxxxxxxxx, as legally described on Exhibit A attached hereto and
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incorporated herein by reference (the ''Property''). Buyer leases the Property
from Seller by a lease agreement dated October 17, 1996 (the ''Lease''). Buyer
desires to purchase the Property from Seller in accordance with Section 32 of
the Lease and Seller desires to convey the Property to Buyer in accordance with
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:
1. OPTION TO PURCHASE. Buyer hereby exercises its Option to Purchase the
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Property as granted in Section 32 of the Lease.
2. PURCHASE PRICE. The purchase price to be paid by Buyer for the
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Property shall be One Million Two Hundred Fifty Thousand Dollars and 00/100
($1,250,000.00) (the ''Purchase Price''), payable at Closing.
3. CLOSING DATE. The closing of the sale of the Property (the
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''Closing'') shall occur on October 5, 1999 (the ''Closing Date'').
4. CLOSING ADJUSTMENTS. All expenses incident to the ownership of the
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Property shall be prorated on a daily basis as of the Closing Date.
Specifically, the following provisions shall govern the apportionment of
expenses with respect to the Property between Seller and Buyer:
(a) Real estate taxes and assessments shall be prorated between
Seller and Buyer at Closing based upon the previous year's taxes.
(b) Utilities shall be prorated between Seller and Buyer at Closing
based upon the most current xxxx for such utility.
5. CONVEYANCE OF REAL PROPERTY . On the Closing Date, Seller will convey
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title to the Property to Buyer by warranty deed (the ''Deed''), free and clear
of any liens and encumbrances other than general real estate taxes for the year
of closing and such other liens and encumbrances against the Property as are
approved by Buyer in writing prior to Closing (the ''Permitted Encumbrances'').
6. TITLE EVIDENCE. As a condition of Buyer's obligations hereunder,
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Seller shall cause to be delivered to Buyer not later than September 29, 1999, a
commitment to issue (''Title Commitment'') an ALTA owner's policy of title
insurance with full extended coverage and with the following endorsements: (i)
3.1 zoning; (H) access; and (iii) gap, which policy shall be in the amount of
the Purchase Price (the ''Title Policy'') issued by an insurer licensed to write
title insurance in Wisconsin (the ''Title Company''). The final Title Policy
issued pursuant to the Title Commitment shall show title to the Property as of
the Closing Date to be subject only to the Permitted Encumbrances. Seller agrees
to provide to Buyer, together with the foregoing Title Commitment, copies of all
recorded documents affecting title to the Property.
Buyer shall have two (2) days after the receipt of the Title Commitment
(together with copies of recorded documents as set forth above) and the survey
described below to object in writing to any condition of title or to a matter
disclosed by the survey provided hereunder. If any objection is made, Seller
shall have one (1) day thereafter in which to correct the condition, and Seller
shall use good faith efforts to correct such condition. If the condition of
title or survey is not or cannot be corrected within the one (1) day period
despite Seller's efforts, Buyer may, at its option, either (i) declare this
Agreement null and void and all money paid by Buyer shall be returned
immediately to Buyer, or (ii) elect to accept such title as Seller is able to
convey and proceed to closing without adjustment of the Purchase Price. Seller's
inability, after good faith efforts, to correct any such condition of title
shall not constitute a default by Seller hereunder. If Buyer does not, within
two (2) days after the expiration of the one (1) day period described above,
elect either (i) or (ii) above, then Seller mq, at any time thereafter, and
prior to the time that Buyer elects either (i) or (ii) above, declare this
Agreement to be null and void.
7. CLOSING DELIVERIES. Seller agrees to furnish to Buyer at the Closing
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of this transaction originals of the following documents:
(a) The Deed;
(b) A closing statement setting forth a summary of the Purchase Price and
credits to Buyer;
(c) An affidavit as to construction liens and possession sufficient to
permit the Title Company to insure over the standard exceptions for construction
hens and rights or claims of parties in possession not shown by the public
records;
(d) Evidence of payment of the prior year's real estate taxes, special
assessments, and any other municipal and governmental levies, and evidence that
a utility charges and other expenses with regard to the Property are paid
current or prorated through the date of closing;
(e) Wisconsin Real Estate Transfer Return;
(f) Payout letter for all mortgages, liens and judgments being satisfied
as of the date of closing; and
(g) FIRPTA affidavit.
8. CLOSING COSTS
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(a) Seller shall pay the real estate transfer fee;
(b) Seller shall pay all title insurance premiums for the owner's Title
Policy, except that Buyer shall pay for any special coverages or endorsements in
addition to those set out in Section 6 above;
(c) Each party shall pay its own attorneys' fees; and
(d) Buyer shall pay the recording fees for the Deed, and Seller shall pay
the recording fee for any satisfaction of its existing hens and encumbrances.
9. DEFAULT. In the event of a default by either Buyer or Seller, the
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non-defaulting party shall be entitled to all available rights and remedies at
law and in equity.
10. MISCELLANEOUS. The provisions of this Agreement, together with the
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entire agreement between the parties with regard to the subject matter hereof
and no amendment, modification or changes hereof shall be of any force and
effect unless executed by each of the parties hereto in writing. This Agreement
shall be governed by and construed under and in accordance with the laws of the
State of Wisconsin. This Agreement shall be binding upon and inure to the
benefit of the heirs, personal representatives and/or successors and assigns of
the parties hereto.
11. Seller to provide commitment to resurface parking lot (1 1/4"
blacktop) prior to June 30, 2000, at closing.
12. Seller to provide environmental condition report at closing.
13. Seller to provide $200,000 loan for 18 months, 5 year amortization
schedule, payments at 9% interest with balloon.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
SELLER:
XXXXXXX PARTNERSHIP, A WISCONSIN
PARTNERSHIP
By: /s/ Xxxxx X. Xxxxx
Print Name: /s/ Xxxxx X. Xxxxx
Title: Partner
BUYER:
GENROCO, INC., A WISCONSIN
CORPORATION
By: /s/ Xxxxx Xxxx
Print Name: Xxxxx Xxxx
Title: VP-CFO
EXHIBIT A
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LEGAL DESCRIPTION OF PROPERTY
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Lot Seven (7) of Certified Survey Map No. 3994, recorded in the Washington
County Registry on December 4, 1992 in Volume 25 of Certified Survey Maps, pages
277-279 as Document No. 619618, being a redivision of Xxx 0 xx Xxxxxxxxx Xxxxxx
Xxx Xx. 0000 recorded In Volume 24 of Certified Survey Maps, pages 306-308 and
Xxx 0 xx Xxxxxxxxx Xxxxxx Xxx Xx. 0000, recorded in Volume 23 of Certified
Survey Maps, pages 156-158, and being a part of the NE 1/4 and NW 1/4 of the
NW 1/4 of Section 20, T 1 0 N, R 19 E, Village of Slinger, Washington County,
Wisconsin.
FOR INFORMATIONAL PURPOSES ONLY
Tax Key No. V5-0650-00G.
