Exhibit 10.8
Real Estate Sale Contract
Xxxx 0, 000 X. Xxxxx, Xxxxxxx, Xxxxxxxx
1. Buyer to Purchase: Quantum Leap Communications, Inc. (Buyer) agrees to
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purchase at a price of $700,000 on the terms set forth herein the following
described Real Estate (the "Real Estate") in Xxxx County Illinois:
commonly known as Unit 3 (which includes the entire third floor less common
elements), 000 X. Xxxxx, Xxxxxxx, Xxxxxxxx and with floor area of as shown
on the condominium survey together with the following presently located
thereon if any: heating, ventilation, air-conditioning equipment, built in
furniture, plans, drawings, and specifications, maintenance manuals and
records, garage door openers and remote control units and the like, located
at or used in connection with the operation and maintenance of the Real
Estate owned by Seller.
2. Seller to Sell: NanoFast, Inc. (Seller) agrees to sell the Real Estate and
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the property described above, if any, at the price and terms set forth
herein, and to convey or cause to be conveyed to Buyer or nominee title
thereto by a recordable warranty deed, with a release of homestead rights,
if any, and a proper xxxx of sale subject only to: See Paragraph 25 hereof.
3. Payment: Buyer will pay within two business days from date of acceptance
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$1,000 as xxxxxxx money to be applied on the purchase and agrees to pay or
satisfy the balance of the purchase price, plus or minus prorations at the
time of closing as follows: The payment of the balance by cashiers check
or title company check. Xxxxxxx Money will be increased to $75,000 upon
satisfaction or waiver of the contingencies described at paragraphs 20 and
25 hereof.
4. Survey: The Real Estate is a condominium unit. Existing survey has been
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provided by Seller.
5. Closing: The time of closing shall be on or before October 18, 1999 or on
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the date, if any, to which such time is extended by reason of paragraphs 10
or 11 hereof becoming operative (whichever date is later) unless
subsequently mutually agreed otherwise at the office of the mortgage
lender, if any, provided title is shown good or is accepted by Buyer.
6. Brokers Commission: Seller agrees to pay a Brokers Commission to those
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persons identified as Real Estate Brokers at the end hereof in the amount
set forth or at the commission rate set forth at the end hereof. Both
parties warrant to each other that no brokers are involved in this
transaction other than those identified at the end hereof.
7. Xxxxxxx Money: The xxxxxxx money shall be deposited in cash. Xxxx xxxxxxx
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money shall be deposited in a strict joint order escrow with Chicago Title
Insurance Company for the mutual benefit of the parties with the parties
respective attorneys as signatories. The escrow funds shall be deposited
into an interest bearing account with the interest payable to Buyer at
closing provided however that if this contract is terminated due to Buyers
fault and the xxxxxxx money forfeited as provided in paragraph 14 hereof,
then the interest shall be paid to Seller. Buyer shall pay any investment
fees imposed by the escrowee.
If the deposit is by letter of credit, the letter of credit shall be held
by the Listing Broker for the mutual benefit of the parties. The Buyer
shall cause the letter of credit to be renewed from time to time so that at
all times prior to closing, agreement of the parties or issuance of a valid
court order the Listing Broker is always holding an unexpired letter of
credit. If within 7 days of the expiration of said letter of credit has not
been renewed, the Listing Broker shall draw down the proceeds of the letter
of credit and shall thereupon deposit the proceeds of the letter of credit
into the strict joint order escrow.
8. Code Matters: Seller warrants that Seller, its beneficiaries or agents of
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Seller or of its beneficiaries have received no notices from any city,
village or other governmental authority of zoning, building, fire or health
code violations in respect to the Real Estate that have not been heretofore
been corrected. Provided, however, that Condominium Association has
received a notice of certain required repairs to be made to the elevator
copies of which have been delivered to Buyer. Seller will use its best
efforts to cause the repairs to be completed prior to closing. If Seller
is unsuccessful in completing repairs prior to closing then Seller at
closing will assign to Buyer the contract for repair and credit Buyer with
the balance of the contract price so that Buyer may cause the repairs to be
completed.
9. Duplicate Original: A duplicate original of this contract, duly executed
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by the Seller, if any, shall be delivered to the Buyer within 2 business
days from the date hereof, otherwise at the Buyer's option, this contract
shall become null and void and the xxxxxxx money shall be refunded to the
Buyer.
10. Title Commitment: Seller shall deliver or cause to be delivered to Buyer
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or Buyer's agent, not less than 5 days prior to the time of closing, the
plat of survey and a title commitment for an owner's title insurance policy
issued by Chicago Title Insurance Company subject only to (a) the general
exceptions contained in the policy, (b) the title exceptions set forth
above, and (c) title exceptions pertaining to liens or encumbrances of a
definite or ascertainable amount which may be removed by the payment of
money at the time of closing and which Seller may so remove at that time
using the funds to be paid upon delivery of the deed (all of which are
herein referred to as the permitted exceptions). The title commitment
shall be conclusive evidence of good title as to all matters insured by the
policy, subject only to the exceptions as therein stated. Seller shall
also furnish to Buyer an affidavit of title in customary form covering the
date of the closing and showing title in Seller subject only to the
permitted exceptions in foregoing items (b) and (c) and unpermitted
exceptions of defects in the title disclosed by the survey, if any, as to
which the title insurer commits to extend insurance in the matter specified
in paragraph 11 below.
11. Title Defects: If the title commitment or the survey (if one is required)
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discloses either unpermitted exceptions of survey matters that render the
title unmarketable (herein referred to as "survey defects"), Seller shall
have 30 days from date of delivery thereof to have the exceptions removed
from the title commitment or to correct such survey defects or to have the
title insurer commit to insure against loss or damage that may be
occasioned by such exceptions or survey defects, and, in such event, the
time of closing shall be 35 days after delivery of the commitment or the
time expressly specified in paragraph 5 hereof, whichever is later. If
Seller fails to have the exceptions removed or correct any survey defects,
or in the alternative, to obtain the commitment for title insurance
specified above as to such exceptions or survey defects within the
specified time, Buyer may terminate this contract or may elect , upon
notice to Seller within 10 days after expiration after the expiration of
the 30 day period to take title as it then is with the right to deduct from
the purchase price liens or encumbrances of a definite or ascertainable
amount. If Buyer does not so elect, this contract shall become null and
void without further action of the parties.
12. Pro Rations: Water and other utility charges, general taxes, if any, and
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other similar items shall be adjusted ratably as of the time of closing.
If the amount of current general taxes is not then ascertainable the
proration shall be prorated on the basis of 110% of the most recent
ascertainable taxes.
The amount of any general taxes which may accrue by reason of new or
additional improvements shall be adjusted as follows: Seller shall pay for
all periods prior to closing All prorations are final unless otherwise
provided herein. Seller shall pay the amount of any stamp tax imposed by
State and County law on the transfer of title, and shall furnish a
completed Real Estate Transfer Declaration signed by the Seller or the
Seller's agent or meet other requirements as established by any local
ordinance with regard to a transfer or transaction tax: such tax required
by local ordinance shall be paid by Buyer.
13. Vendor and Buyer Risk: The provisions of the Uniform Vendor and Buyer Risk
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Act of the State of Illinois shall be applicable to this contract.
14. Termination: If this contract is terminated without Buyers fault, the
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xxxxxxx money shall be returned to the Buyer. If the termination is
caused by Buyer's fault, then at the option of the Seller and upon notice
to the Buyer, the xxxxxxx money shall be forfeited to Sell and and applied
first to the payment of Seller's expenses: the balance if any to be
retained by the Seller as liquidated damages. Provided, however, that
either party may xxx for specific performance, and the xxxxxxx money shall
be applied to the purchase price.
15. Escrow Closing: At the election of either party and upon notice to the
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other party not less than 5 days prior to the date of closing, this sale
shall be closed through an escrow with Chicago Title and Trust Company in
accordance with the general provisions of the usual form of Deed and Money
Escrow Agreement then
in use by Chicago Title and Trust Company, with such special provisions
inserted in the escrow as may be required to conform with this contract.
The cost of the escrow shall be paid by the Seller. Upon satisfaction or
waiver of the contingencies contained in Paragraph 20 and 25 hereof the
parties shall jointly open a deed and money escrow agreement at Chicago
Title and Trust Company using the form then in use by Chicago Title and
Trust Company with such special provisions inserted in the escrow as may be
required to conform with this contract. Seller's deed shall be deposited
into the escrow within 5 days after the opening of the escrow provided,
however, that said deed shall not be recorded prior to the deposit into the
escrow of all of Seller's funds which shall be done not less than 10 days
prior to the closing date. In all other respects the escrow shall conform
to the provisions of this contract and the customary provisions of deed and
money escrows in the form then in use by Chicago Title and Trust Company.
The cost of the deed and money escrow shall be paid by the Seller.
16. Time: Time is of the essence of this contract
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17. Notices: All notices herein required or permitted shall be in writing and
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shall be served on the parties at the addresses following their signatures.
The mailing of a notice by certified mail, return receipt requested, shall
be sufficient service. The attorneys for the parties as shown at the end
hereof shall be agents for the service of notices. In addition to service
by certified mail notices may be served upon the attorneys by facsimile
transmission at the numbers shown herein. Proof of service may be made by
customary affidavit together with a copy of the transmission report
generated by the senders machine.
18. FIRPTA: Seller represents that he is not a foreign person as defined in
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section 1445 of the Internal Revenue Code and is therefore exempt from the
withholding requirements of said section. Seller will furnish Buyer at
closing the Exemption Certification set forth in said Section.
19. IRPTA: (A) Buyer and Seller agree that the disclosure requirements of
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the Illinois Responsible Transfer Act (do) apply to the transfer
contemplated by this contract.
(B) Seller agrees to execute and deliver to Buyer and each mortgage lender
of Buyer such disclosure documents as may be required by the Illinois
Responsible Property Transfer Act.
20. Contingencies, Due Diligence: Seller has delivered the following
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materials which Seller may possess and which are hereinafter referred to as
Due Diligence Documents:
(1) Copies of service contracts, maintenance agreements and other
contracts presently affecting the Real Estate, if any.
(2) Municipal or Fire Department Related Notices, if any.
Buyer shall have 30 days in which to satisfy itself as to the financial and
physical condition of the Real Estate. During said 30 day period Seller
shall permit Buyer or Buyer's agents to have access to the Real Estate for
the purpose of inspecting or testing the roof, parking lot, furnace,
electrical, heating, cooling, lead based paint, water supply. ventilating,
plumbing, mechanical, structural, and other systems of the Real Estate as
well as compliance with the American Disabilities Act and environmental
concerns.
In the event Buyer's inspection shall reveal any material defects, in
Buyer's sole discretion, Buyer may at Buyer's option within said period
deliver to Seller its notice of termination of this Contract, whereupon
this Contract shall be null and void and Buyer shall receive back all
amounts paid by it (including any interest earned on such amounts). In
default of timely delivery of such notice of termination, the conditions of
this Paragraph shall be deemed waived. Sellers agree to cooperate fully
with Buyer in the satisfaction of the contingencies imposed by this
Contract and shall permit Buyer and its agents to enter upon the property
at all reasonable times upon reasonable notice to Seller for the purpose of
inspecting the Real Estate
21. Financing Contingency: This contract is subject to the condition that
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Buyer be able to procure within 30 days a firm commitment for a loan to be
secured by a mortgage or trust deed on the real estate in the amount of 80%
of the purchase price or such lesser sum as Buyer accepts, with interest
not to exceed 7.5% a year to be amortized over 25 years. The term of such
loan shall be at least 5 years. If, after making every reasonable effort,
Buyer is unable to procure such commitment within the time specified herein
and so notifies Seller thereof within that time, this contract shall become
null and void and all xxxxxxx money shall be returned to Buyer; provided
that if Seller, at his option, within a like period of time following
Buyer's notice, procures for Buyer such a commitment or notifies Buyer that
Seller will accept a purchase money mortgage upon the same terms, this
contract shall remain in full force and effect.
NOT USED.
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23. Representations: Sellers represent and warrant to Buyer that to the best
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of Seller's knowledge now and as of the closing, that:
A. The Due Diligence documents including without limiting the generality of
the foregoing the income and expense statements furnished with respect to a
subparagraph 20(2) are true, accurate and complete in all material respects
and that all documents which are in Seller's possession and responsive to
Paragraph 20 have been delivered.
B. The person(s) signing this contract on behalf of Seller has full
authority to do so.
C. Toxic or Hazardous Waste. 1. Seller has not, and to the best of
Seller's knowledge, no other party has, spilled, disposed of, or stored on,
under,
or at the Property, toxic or hazardous chemicals, waste or substances of
any kind whatsoever, whether by accident, burying, drainage, or storage in
containers, tanks, or holding areas, or by any other means whatsoever
(excepting only currently lawful quantities stored and maintained in
accordance with commercially reasonable standards and applicable
environmental laws); 2. To the best of Seller's knowledge, the Property has
never been used as a dump or landfill; 3. To the best of Seller's
knowledge, no other party has generated, released, stored, or deposited
over, beneath or on the Property (or any immediately adjacent property),
any hazardous or toxic materials, (excluding asbestos), PCBs, radioactive
substances, explosives, petroleum or petroleum by-products or urea
formaldehyde (excepting only currently lawful quantities maintained in
accordance with commercially reasonable standards and applicable
environmental laws); and 4. Seller has not received any written notices of,
and to the best of Seller's knowledge there are no material violations of
any environmental laws or regulations with respect to the Property.
D. Actions Pending. Seller has not received written notice of any, and to
Seller's Actual Knowledge there are no, proceedings (judicial or
administrative), actions or suits (including, without limitation, any
condemnation, eminent domain, annexation, land use, foreclosure or similar
proceedings) existing, pending, involving, or threatened against the
Property.
E. Title. To Seller's Actual Knowledge, Seller is the legal and
equitable owner of the Property (subject, however, to the Approved
Exceptions to Title and with full right to convey the same, and without
limiting the generality of the foregoing, Seller has not granted any
options or rights of first refusal to third parties (including, without
limitation, tenants under any Leases) to purchase or otherwise acquire any
interest in the Property including leases which may remain outstanding
after the Closing.
Seller specifically disclaims any representations or warranties as to the
physical components of the improvements on the Real Estate (including
environmental matters except as set forth above). The parties further
agree that until the closing of the sale hereunder, Seller shall operate
the Real Estate in its usual and customary manner and shall maintain the
Real Estate in the same condition as at the date hereof, ordinary wear and
tear excepted. No new Leases shall be executed after the date hereof
provided Buyer is not in default hereunder or this agreement shall not have
been terminated.
24. Survival: The warranties contained in Section 23 hereof shall survive the
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closing provided, however, that any claim under such warranties shall be
presented to Seller in writing within 12 months of closing.
25. Condition of Title: Sellers shall within 5 business days of the date
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hereof furnish to Buyer a copy of Seller's existing title policy. If in
Buyer's reasonable discretion any matters shown on said policy will
unreasonably interfere with Buyer's use of the Real Estate as an office,
Buyer may within 5 days from the date of receipt of the title policy
terminate this Contract by written notice to Seller
and receive back all moneys paid by Buyer and this Contract shall be of no
further force and effect. In default of timely notice hereunder this
condition shall be deemed satisfied and the matters set forth on said
existing title policy shall be deemed to be those matters described at
Paragraph 2 on the front hereof and the only permitted exception to title
under said Paragraph 2(a). The "Approved Exceptions to Title" (Except for
Seller's mortgage, if any, which shall be removed at closing and the
leases, if any, set forth on the rent roll. The sale shall be subject to
the lien of current taxes only.)
NOT USED.
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27. Execution in Counterpart: This contract may be executed in one or more
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counterparts and said counterparts taken together shall constitute one
contract.
28. Strike Throughs Language which is stricken through thus: thus is not part
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of this contract.
29. Exchange: Sellers hereunder may desire to exchange, for other property of
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like kind and qualifying use within the meaning of Section 1031 of the
Internal Revenue Code of 1986, as amended and the Regulations promulgated
thereunder, fee title in the property which is the subject of this
contract. Sellers reserve the right to assign its rights, but not its
obligations, hereunder to a Qualified Intermediary as provided in IRC Reg.
1.1031(k)-1(g)(4) on or before the closing date.
30. It is understood that subsequent to the date of this contract, Buyer will
be substantially remodeling the unit which may also require work which
require in other units as well as the common elements of the condominium.
In such an event, Buyer shall obtain general liability insurance for
insuring against injury or damage to property to others and shall name as
an additional insured under such policy Buyer, the condominium board and
the owners of the other units in the building. Such insurance shall be in
the minimum amounts of $1,000,000 to each loss with an aggregate total loss
payable of $5,000,000.
32. Representatives: Representatives of the Parties are as follows:
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Attorney for the Seller: Xxxxxx X. XxxxXxxxxx
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00 X. XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx XX 00000
Phone 000-000-0000
Fax 000-000-0000
Attorney for the Buyer: Xxxxxx Xxxxxxxxx
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000 X. Xxxxxxxx
Xxxxxxx, XX 00000
Phone 000-000-0000
Fax 000-000-0000
Listing Broker: Xxxx Xxxxxxx, The Xxxx Group, 000 Xxxx Xxxxxxx, Xxxxx
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000, Xxxxxxx, XX 00000, Phone 000-000-0000
Selling Broker: Xxxx Xxxxxxx, The Xxxx Group
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Address of Buyer: 00 X. Xxxxxxx, Xxxxxxx, XX 00000
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Address of Seller: 000 Xxxx Xxxx, Xxxxxxx, XX, Phone 000-000-0000
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Date of Acceptance: 5/27/99
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Dated this 27/th/ day of May, 1999
BUYER: SELLER:
Quantum Leap Communications, Inc.
/s/ Xxxx Xxxxx /s/ C. Vespa
