Exhibit 2.2
REAL ESTATE CONTRACT
THIS CONTRACT, made and entered into the 12th day of June, 2000, by and
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between NESCO, Inc., having an address of, 00000 Xxxx 00xx Xxxxxx Xxxxx, XX
00000 ("Buyer") and Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx (also known as
Xxxxxxxx Xxxxxxx), husband and wife ("Seller").
ARTICLE I
Subject Premises. Upon and subject to the terms, conditions and provisions
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hereinafter set forth, Seller hereby sells to Buyer the following property
("Property"):
(a) The Land legally described on Exhibit A attached hereto and
incorporated herein by reference.
(b) All of Seller's right title and interest in and to the buildings,
structures and improvements, together with all the tenements, hereditaments and
appurtenances thereunto belonging or in anywise appertaining, now erected or
situated upon the Land, including without limitation, the fixtures and heating
and cooling equipment, plumbing and electrical installations owned by Seller,
now situated on or appurtenant to such buildings, structures and improvements.
(c) All right, title and interest of Seller, if any, in and to any land
lying in the bed of any street, alley, road, or avenue, opened or proposed, in
front of or adjoining said Property, to the center line thereof, and all right,
title and interest of Seller in and to any award made or to be made for damage
to the Property by reason of deprivation of access to the Property over any
street or road and in and to any unpaid award for damage to the Property by
reason of change of grade of any street.
(d) All of the right, title and interest of the Seller as landlord under
any Leases, and all security and other deposits paid or deposited by tenants or
occupants with respect to such Leases.
(e) All of the right, title and interest of the Seller in and to any
minerals, oil and gas in, under or about the subject Property.
ARTICLE II
Purchase Price. The purchase price for the Property shall be the sum of
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One Hundred Thousand shares of the common stock of Nesco, Inc. (the"Shares"). In
this regard, Seller represents and warrants as follows:
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(i) Seller is acquiring the Shares for investment purposes only and not
with a view to the distribution thereof. Seller acknowledges that the issuance
of the Shares has not been registered with the Securities Exchange Commission
under the Securities Act of 1933, as amended, or with any state securities
agencies or commission under any state securities or blue sky laws. Seller will
not sell, assign or otherwise transfer the Shares or any portion thereof or
interest therein except pursuant to a registration statement that has been filed
with and declared effective by the Securities and Exchange Commission and any
relevant state securities agencies or commissions or such transaction is made in
strict compliance with the requirements and conditions of applicable exemptions
from the registration requirements of such acts.
(ii) Seller has received and reviewed copies of the Buyer's Annual Report
on Form 10-K for year ended December 31, 1999; Buyer's Quarterly Reports on Form
10-Q for the periods ended September 30, 1999 and March 31, 2000, and copies of
the definitive Proxy Statement prepared for use in connection with management's
solicitation of proxies for its annual meeting of shareholders to held May 18,
2000. The said materials are referred to herein collectively as the "Disclosure
Materials". Seller has had the opportunity to discuss Buyer's business,
management and financial affairs with its Chairman of the Board and Chief
Executive Officer or other executive officers of Buyer and has had the
opportunity to review Buyer's plan of operation. Seller understands that such
discussions, as well as the Disclosure Materials and any other written
information issued by Buyer were intended to describe certain aspects of Buyer's
business and prospects which it believes to be material but were not necessarily
a thorough or exhaustive description.
(iii) Seller further agrees that each certificate representing the Shares
shall be endorsed with the following legend:
(i) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
STATE SECURITIES ACT. NEITHER THE RECORD NOR THE BENEFICIAL OWNERSHIP OF
SAID SECURITIES MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR SAID SECURITIES UNDER SAID ACTS AND ANY OTHER
APPLICABLE STATE SECURITIES LAWS OR RULES UNLESS IN THE OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF SAID ACTS ARE AVAILABLE WITH RESPECT TO SUCH SALE OR
TRANSFER AND SAID SALE OR TRANSFER IS MADE PURSUANT TO AND IN STRICT
COMPLIANCE WITH THE TERMS AND CONDITIONS OF SAID EXEMPTIONS.
(ii) Any other legend required by any state securities laws.
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ARTICLE III
Seller Representations. Seller, jointly and severally, represent
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and warrant that:
a. The property is properly zoned for its current use, location,
size and operation.
b. There is no environmental contamination nor have there been
any hazardous substance releases on or related to the Property.
c. The Property is accessible to and from public thoroughfares
as necessary to conduct the intended operations of the Buyer.
d. The Property has access to all necessary public utilities to
enable Buyer to conduct its intended operations on the Property.
e. To the best of Seller's knowledge, the mechanical fixtures
and equipment located or installed in the Property are in satisfactory
working condition and are adequate to enable Buyer to conduct its
intended operations on the Property.
ARTICLE IV
Contingencies. This Contract is subject to certain conditions as more
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fully set forth in Article X hereof.
ARTICLE V
Payment of Purchase Price. If the contingencies have been satisfied,
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then on the Closing Date, Buyer shall deliver the Shares to the Seller.
Buyer agrees to pay the cost of recording the deed.
ARTICLE VI
Access to Premises. After the execution of this Contract and prior to
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the Closing Date, and any extended period thereof, Buyer and Buyer's
designees shall have the right of access to the Property for the purpose of
conducting such examination of the Property, making such measurements,
inspections and tests of subsoil conditions as Buyer desires.
ARTICLE VII
Title and Deed. On the Closing Date, Seller shall sell and convey to
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Buyer good and marketable fee simple title to the Property, by Special
Warranty Deed
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in proper form for recording, subject all exceptions of record, but free
and clear of any debt or any other liens or encumbrances.
ARTICLE VIII
Title Company. Title to the Property shall be insured by Xxxxxxx
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Title Insurance Company ("Title Company") as hereinafter provided.
Title Insurance. Seller shall deliver to Buyer a title insurance
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commitment from the Title Company pursuant to which the Title Company shall
agree to issue to Buyer an Owner's Title Insurance Policy on the now
current ALTA standard Form B policy form in an amount agreed to between the
Title Company and Buyer and insuring a good and marketable title to the
Property to be conveyed by warranties in the deed as hereinabove provided,
at Seller's cost.
If such title commitment discloses defects in the title, Seller shall
remedy such defects as are susceptible of being remedied, and the Closing
Date shall be delayed for such period (not exceeding sixty (60) days) as
may be reasonably required to remedy such defects. If Seller does not so
remedy such defects in title, Buyer shall have the option of (i) completing
this purchase and accepting such title as Seller is able to convey without
reduction of the purchase price, unless such defects are encumbrances or
liens for an ascertainable amount, in which case that amount may be
deducted from the purchase price, or (ii) declaring this Contract null and
void in which latter event the Deposit shall be refunded to Buyer in full.
Survey. Seller shall deliver to Buyer a current ALTA/ACSM Land Title
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Survey (Class A) (the "Survey"), prepared and certified by a reputable
professional surveyor, setting forth a complete and accurate legal
description for the intended Property (as approved by the parties), showing
the location of all easements identified in the Title Commitment, the
location of all Improvements located upon the Property and the access to
and from all adjacent streets. The easements shall be identified by
reference to the recording information or, if not recorded, to the source
of the easements. The Survey shall reflect no encroachments over lot
lines, set back lines or easements and shall satisfy the conditions for
deletion of all survey exceptions in the Title Commitment.
ARTICLE IX
Taxes and Assessments. General real property taxes imposed upon the
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Property ("Taxes") shall be remitted to the collecting authorities by
Seller if due and payable on or before the Closing Date and by Buyer if due
and payable thereafter; PROVIDED HOWEVER, the Taxes for the period in which
the Closing Date occurs ("Proration Period") shall be apportioned between
Seller and Buyer
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on and as of the Closing Date with Buyer bearing only the expense of that
proportion of such Taxes applicable to the property being purchased as of
the Closing Date that the number of days in the Proration Period following
and including the Closing Date bears to the total number of days in such
period. If the amount of Taxes to be borne by the parties hereto as above
provided are not ascertainable on the Closing Date, the total of such Taxes
paid for the preceding tax period shall be used.
Seller shall bear the expense of the full amount of all installments
of special assessments and benefit taxes which are matured and payable upon
the Property as of the Closing Date. Installments of special assessments
for the period in which the Closing Date occurs shall be apportioned
between the Buyer and the Seller in the same manner as the general real
property taxes. All unmatured installments of special assessments upon the
Property, including those not now or at the Closing Date spread upon the
tax rolls, shall be the responsibility of Buyer.
ARTICLE X
Conditions Precedent. Buyer's obligation to close this transaction
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and to complete the purchase and to pay the purchase price is subject
without limitation to the following conditions precedent being in effect or
complied with on the Closing Date, and Seller covenants that Seller will
use their best efforts to cause such conditions to be in effect or complied
with on such date in so far as they are conditions which Seller is
responsible for and Buyer shall use its best efforts to cause such
conditions to be in effect or complied with on such date in so far as they
are conditions which Buyer is responsible for.
(a) There shall be no action or proceedings against Seller which
would interfere with Seller's ability to execute this Contract or to carry
out their obligations hereunder.
(b) All streets, roads or avenues abutting the Property shall be
legally opened and dedicated.
(c) The Stock Purchase Agreement and all related documents and
agreement as shall have been closed and agreed upon
(d) The title insurance commitment referred to above shall disclose
good and marketable title to the Property vested in Seller, free and clear
of all liens and encumbrances except those expressly accepted by Buyer.
(e) No condemnation respecting the Property or any part thereof shall
have occurred, and no such condemnation shall be pending or threatened.
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(f) Seller shall have complied with all Seller's other obligations
and agreements under this Contract.
(g) The Property shall be free of any tenancies or other occupancies
except those, if any, recited herein. The sole tenant is Xxxxxxx Appraisal
Services, Inc. There will be no proration of rent or other expenses, as
Buyer is also acquiring the Stock of the tenant.
(h) Seller shall have executed, acknowledged and delivered to Buyer
the deed in accordance with the terms hereof.
(i) Buyer shall have received all such instruments and documents as
Buyer's counsel shall reasonably require (i) to establish the power and
authority of Seller to enter into this Contract and to carry out Seller's
obligations hereunder, and (ii) to eliminate any title exceptions in the
title commitment respecting rights of parties in possession of the Property
or claims of laborers or materialmen for labor, service, or materials
performed or delivered to the Property.
(j) The Property shall not have been destroyed or substantially
damaged by fire, lighting or any cause.
If any one or more of the conditions precedent hereinabove set forth
which are the responsibility of the Seller shall not be in effect or
complied with on the Closing Date, Buyer may cancel this agreement and all
obligations of Buyer hereunder, whereupon the Buyer terminate the Agreement
or may waive compliance with any one or more of said conditions precedent
and close this transaction.
ARTICLE XI
Closing Date. The closing of the transaction contemplated hereby
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shall take place at the offices of NESCO, Inc. or such other location as
the parties may agree, as soon as practical after satisfaction of the
conditions and requirements set forth herein, or such later date as may be
provided for herein. Such date for the closing of title is herein called
the "Closing Date".
ARTICLE XII
Survival. All obligations of the parties which by their nature
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involve performance in any particular after the Closing Date, or which
cannot be ascertained to have been fully performed until after the Closing
Date, shall survive the Closing Date.
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ARTICLE XIII
Notices. All notices and other communications required or permitted
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to be given hereunder shall be in writing and shall be delivered to the
same persons and by the same means as set forth in the Stock Purchase
Agreement.
ARTICLE XIV
Brokerage. Seller shall be solely responsible for the payment of any
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fee or commission of any broker or finder which may be asserted or claimed
in connection with the execution of this Real Estate Contract or the
consummation of the transactions herein involved. If any person shall
assert a claim to a fee, commission or other compensation on account of
alleged employment as a broker or finder, or for the performance of
services as a broker or finder, in connection with this Contract or the
consummation of the transactions herein contemplated, then Seller (i) shall
indemnify and hold harmless Buyer against and from any such claim and all
costs, expenses and liabilities incurred in connection with such claim or
any action or proceeding brought thereon (including, without limitation,
counsel and witness fees in defending against such claim), and (ii) shall
satisfy promptly any settlement or judgment arising from any such claim or
any action or proceeding brought thereon.
ARTICLE XV
Entire Agreement. This Contract contains the entire agreement between
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Buyer and Seller and there are no other terms, conditions, promises,
understandings, statements or representations, express or implied,
concerning the sale contemplated hereunder.
ARTICLE XVI
Inclusion by Reference. All exhibits referred to herein (and exhibits
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to such exhibits, if any) are hereby included by reference and made a part
hereof in the same manner and to the same extent as if set out in full in
the body of this Contract.
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ARTICLE XVII
Headings. The headings in this Contract have been inserted for
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convenience of reference only and shall in no way modify or restrict any
provision hereof, or be used to construe any of such provisions.
ARTICLE XVIII
Governing Law. This Contract shall be governed by the laws of the
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State of Missouri.
ARTICLE XIX
No Warranties Regarding Improvements. Seller makes no representations
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or warranties concerning the condition of any improvements located upon the
real estate herein described and Buyer agrees to and shall take title to
the real estate and to the improvements located thereon in "as is"
condition.
ARTICLE XX
Damages. This Agreement may be terminated at any time, by either
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party for any reason.
IN WITNESS WHEREOF, this Contract has been duly executed by the
parties below.
Sellers:
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx by Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx, by Xxxxx X. Xxxxxxx,
Attorney-in-Fact
BUYER:
NESCO, Inc.
BY: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Vice President
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