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EXHIBIT 10.14
STATE OF MISSISSIPPI
COUNTY OF XXXXXXXX
PURCHASE AND SALES AGREEMENT
This Purchase and Sales Agreement entered into this the 27th day of
December, 1996, by and between XXXXXX X. XXXXXXXX, III, XXXXX X. XXXXX, XX. and
XXXXXX X. XXXXXX, all of Xxxxxxxx County, Mississippi, hereinafter referred to
as "Sellers" and TRITON SYSTEMS, INC. a Mississippi corporation, hereinafter
referred to as "Purchaser/Buyer".
WITNESSETH:
The Sellers agree to sell and the Purchaser agrees to buy Real Property,
as more fully described on the attached Exhibit "A", and Personal Property, as
more fully described on the attached Exhibit "B", (collectively, "Property"),
located in Long Beach, Xxxxxxxx County, Mississippi.
1. PURCHASE PRICE: The Purchase Price of the Real Property shall be
$587,000.00, and the Purchase Price for the Personal Property shall be
$44,257.00, both payable at closing by certified or bank cashiers check or wire
transfer of immediately available funds.
2. PRORATION AND ADJUSTMENTS: All Personal Property and Real Property
taxes relating to the Property shall be prorated as of the closing date. All
such taxes attributable to the period prior to the closing date that remain
unpaid as of the closing date shall
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be deducted from the purchase price and shall be paid by the Buyer on Sellers
behalf to all applicable taxing authority. All such taxes attributable to the
period after the closing date that have been paid by the Seller shall be added
to the purchase price. All adjustments of the purchase price will be allocated
to the closing payment and will be calculated as of 12:01 A.M. on the date the
deed is recorded with the appropriate registry of deeds.
3. INSURANCE: Fire, windstorm, liability, flood and extended coverage
insurance is to be obtained by the Purchaser, at closing; however, if the
Purchaser desires to assume the existing policies of the Seller, the assumption
is acceptable to the Seller. Seller shall maintain its current insurance
policies through the delivery of the deed.
4. TITLE: The Purchaser shall be allowed reasonable time for examination
of title. Should such examination of title reveal defects which can be cured,
the Sellers hereby obligate themselves to cure same as expeditiously as
possible, and to execute and tender a warranty deed to Purchaser in accordance
with the terms hereof. In addition, the Sellers warrant title to the Personal
Property which is a part of this agreement and will tender the necessary xxxx of
sale in accordance with the terms hereof.
5. POSSESSION: Possession of the Property to be sold hereunder shall be
given at the time of closing.
6. REPRESENTATIONS AND WARRANTIES OF SELLERS: Sellers warrant and
represent to the Purchaser as follows, and acknowledge and confirm that
Purchaser is relying upon such warranties and
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representations in connection with the purchase of the Property:
(a) ORGANIZATION, POWER OF AUTHORITY OF SELLERS AND THE PROPERTY.
Sellers have the power and authority to own, operate, and lease this
Property and to carry on this Business, as defined below, as it is
presently being conducted.
(b) VALIDITY OF AGREEMENT. This Agreement constitutes the legal, valid
and binding obligation of Sellers, enforceable in accordance with its
terms. Sellers have the authority to enter into this agreement and to
undertake and perform fully the transactions contemplated hereby.
(c) ZONING. The zoning of the Real Property permits the presently
existing improvements, continuation of the business presently being
conducted on the Real Property ("Business"), and the near future
expansion plans of the Business, as a conforming use, no permits or
variances required. The existing use of each tract of Real Property is
not depended upon the use or availability of any other tract, and no
restrictions exist in the right to remodel, rebuild, or replace any
improvements located on the Real Property, or to continue the operation
of the Business. Sellers are not aware of or have reasonable grounds
to believe that there is any pending change in laws (including zoning)
that will render any part of the Business as presently conducted
illegal or uneconomical. Sellers are not aware of or have reasonable
grounds to believe that there is any plan, study or effect by
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any governmental authority or of any non-governmental person, that in
any way would materially and adverse defect any or all the portion of
the Real Property.
(d) ENVIRONMENTAL ISSUES. Except for the extent set forth in writing in
the Phase I Environmental Report, dated July, 1996, and prepared by
Xxxxxxx Xxxxxx and Brustlin, Inc., to the best knowledge of Sellers,
no other person has engaged in or permitted any operations or
activities upon, or any use or occupancy of, the Real Property or any
portion thereof, resulting in the storage, omission, release,
discharge, dumping or disposal of any hazardous materials on, under,
in or about the Real Property, nor have any hazardous materials
migrated from the real property to, upon, about, beneath other
properties, nor has any hazardous materials migrated or threatened to
migrate from any other properties, to, upon, or about or beneath the
Real Propery.
(e) LICENSES AND PERMITS. All licenses and permits in the name of the
Seller or the Business including, but not limited to, construction
permits, are in full force and effect, are assignable without the
consent of any party, and will allow for the current operation of the
Business and the operation of the Business following the near future
expansion plans for the same.
(f) COMPLIANCE WITH THE LAWS. Sellers have been conducting the Business
in compliance with all applicable laws and Sellers have not recieved
any notice of any alleged non-
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compliance relating to the Business of the Real Property.
(g) OSHA AND ADA. Sellers are in compliance with all requirements of the
Occupational Safety and Health Act ("OSHA") and the Americans with
Disability Act ("ADA") pertaining to the facilities and operations of
the Real Property.
(h) BROKERS. Neither Sellers nor anyone acting on Sellers behalf, has
taken any action that would directly or indirectly obligate Buyer or any
affiliate of Buyer to anyone acting as a Broker, finder, financial
advisor, or any other similar capacity in connection with this agreement
or the transactions contemplated by this agreement.
7. REPRESENTATIONS AND WARRANTIES OF BUYER: Buyer hereby warrants and
represents to the Sellers as follows:
(a) BROKERS. Neither Buyer nor anyone acting on its behalf has taken any
action that would directly or indirectly obligate Sellers to anyone
acting as a Broker, finder, financial advisor or in any similar capacity
in connection with this agreement or the transactions contemplated by
this agreement.
(b) ACCURACY OF REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties of the Buyer contained in this section
will be true and correct after closing as if made anew at the time of
closing.
8. SURVIVAL OF REPRESENTATIONS. Notwithstanding any investigations or
inquiries made by Buyer or the waiver of any
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conditions by Buyer, the representations, warranties, covenants and agreements
of Sellers contained herein will survive the delivery the deed, and
notwithstanding the closing of the Purchase and Sale as provided for in this
agreement, will continue in full force and effect after the closing.
9. See Rider attached hereto and incorporated herein.
WITNESS OUR SIGNATURES this the 27 day of December, 1996.
SELLERS:
/s/ Xxxxxx X. Xxxxxxxx, III
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Xxxxxx X. Xxxxxxxx, III
/s/ Xxxxx X. Xxxxx, Xx.
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Xxxxx X. Xxxxx, Xx.
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
PURCHASER/BUYER:
TRITON SYSTEMS, INC.
BY: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
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RIDER
TO PURCHASE AND SALE AGREEMENT
BY AND BETWEEN
XXXXXX X. XXXXXXXX, III, XXXXX X. XXXXX, XX.
AND XXXXXX X. XXXXXX, AS SELLER
AND
TRITON SYSTEMS, INC, AS BUYER
DATED DECEMBER 27, 1996
10. SELLER'S ADDITIONAL REPRESENTATIONS AND WARRANTIES. Seller represents and
warrants to Buyer as follows, the provisions of this paragraph to survive the
delivery of the deed:
1. The Real Property is equipped with all necessary utilities,
including without limitation, electricity, private or municipal
water, public sewer or private septic system, gas, above ground oil
storage tank, and all the foregoing utilities and systems are in
good working order and properly connected.
2. That there is not presently nor during the period of Seller's
ownership has there been, nor to the best of Seller's knowledge has
there been during any prior ownership, any underground storage tank
for the storage of fuel, oil, petroleum products or hazardous
materials in the Real Property.
3. That no hazardous material or waste has been improperly disposed of
at the Real Property during the period of Seller's ownership or to
the best of Seller's knowledge during any prior ownership.
4. That there are no complaints or actions relating to or affecting
the Real Property which have been filed with or are pending before
any federal, state or municipal, administrative or judicial
department, board or court, and that Seller is not aware that any
person or entity is now preparing or contemplating such a
complaint or action.
5. That the Personal Property is (a) in good working condition, (b)
meets the current operation requirements of the Business and will
meet the requirements of the near future expansion plans of the
Business, and (c) is owned by Seller, free and clear of any lien,
mortgage, security interest or encumbrance of any kind.
