Exhibit 10.19
Purchase and Sale Agreement executed by and between Golden Flake Snack
Foods, Inc., as Seller, and Xxxxx Xxxxxx, as Purchaser, with an effective date
of July 7, 2008, for the sale of land and improvements located in Xxxx County,
Address being 000 Xxxxxx Xxxx Xxxx, Xxxxxxxx, Xxxxxxx
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ATLANTA COMMERCIAL BOARD OF REALTORS, INC.
STANDARD COMMERCIAL SALES AGREEMENT
1. PURCHASE AND SALE:
As a result of the efforts Xxxxxx Commercial Real Estate Partners
("Broker"), a licensed real estate broker, the undersigned purchaser Xxxxx
Xxxxxx ("Purchaser"), agrees to buy, and the undersigned seller Golden Flake
Snack Foods, Inc. ("Seller"), agrees to sell all that tract of land being +/-
..98 acres, located in Xxxx County, Address being 000 Xxxxxx Xxxx Xxxx, Xxxxxxxx,
XX. 00000, Also known as Xxxxxxxx 00, Xxxx xxx 0000, Xxxxxx 23 as more
particularly described in Exhibit "A", attached hereto and by this reference
made a part hereof, together with all improvements now located thereon,
including all electrical, mechanical, plumbing and other systems and all
fixtures located therein, as well as plants, trees and shrubbery thereon
(collectively, the "Property").
2. PURCHASE PRICE AND METHOD OF PAYMENT:
The purchase price of the Property shall be Five Hundred and Seventy
Six Thousand ($576,000) DOLLARS (U.S.) to be paid as follows: All cash at
closing.
3. XXXXXXX MONEY:
Purchaser has deposited with Smith, Eubanks, Xxxxx and Xxxxxx ("Escrow
Agent") $10,000 ( ) cash (x) check, the receipt of which is hereby acknowledged
by Escrow Agent, as "Xxxxxxx Money" which Xxxxxxx Money shall be applied as
partial payment of the cash portion of the purchase price of the Property at the
time the sale is consummated. If Purchaser's check for the Xxxxxxx Money is
returned by Purchaser's bank for any reason, Seller shall have the option to
declare this Agreement null and void by written notice to Purchaser and Escrow
Agent. Purchaser and Seller understand and agree that Escrow Agent shall deposit
Xxxxxxx Money within five (5) banking days following the execution of this
Agreement by all parties. The parties to this Agreement agree that Escrow Agent
shall deposit the Xxxxxxx Money in (x) Escrow Agent's Non-Interest-bearing
Escrow Trust Account. The parties to this Agreement understand and agree that
the disbursement of Xxxxxxx Money held by the Escrow Agent can occur only (A) at
closing; (B) upon written agreement signed by all parties having an interest in
the funds; (C) upon court order; (D) upon the failure of any contingency or
failure of either party to fulfill its obligations as set forth in this
Agreement, or (E) as otherwise set out herein. In the event of a dispute between
Purchaser and Seller regarding this Agreement and/or distribution of the Xxxxxxx
Money, sufficient in the discretion of Escrow Agent to justify its doing so,
Escrow Agent shall be entitled to interplead all or any disputed part of the
Xxxxxxx Money into court, and thereupon be discharged from all further duties
and liabilities hereunder. The filing of any such interpleader action shall not
deprive Escrow Agent of any of its rights under this Agreement. Purchaser and
Seller agree that Escrow Agent shall be entitled to be compensated by the party
who does not prevail in the interpleader action for its costs and expenses,
including reasonable attorney's fees, in filing said interpleader action.
4. TITLE:
Seller agrees to convey good and marketable, fee simple title to the
Property to Purchaser by Limited Warranty Deed. Good and marketable, fee simple
title is hereby defined as title which is insurable by a national title
insurance company at its standard rates on an ALTA Owner Policy, without
exception other than the following "Permitted Title Exceptions": (A) zoning
ordinances affecting the Property; (B) general utility, sewer and drainage
easements of record upon which any buildings on the Property do not encroach;
(C) subdivision restrictions of record; (D) current city, state and county ad
valorem property and sanitary taxes not yet due and payable; and (E) leases and
other easements, restrictions and encumbrances specified in this Agreement or on
Exhibit "B", attached hereto and incorporated herein by this reference.
Purchaser shall have thirty (30) days after the date that this Agreement has
been fully executed and delivered to Seller and Purchaser to examine the title
to the Property and notify Seller of any objections to matters affecting title
to the Property, including the Permitted Title Exceptions. Seller shall have up
to twenty (20) calendar days after receipt of Purchaser's written notice of
objections in which to correct such defects, or to provide to Purchaser a
written notice that Seller shall cause such objections to be corrected or cured
on or before the date of closing. If Seller shall fail to either cure or correct
such title objections defects, or provide to Purchaser such written notice
obligating Seller to do so on or before the date of closing, within twenty (20)
calendar days after receipt of said written notice, then Purchaser shall have
the choice of (1) accepting the Property with such legal defects, or (2)
declining to accept the Property with such legal defects. Purchaser shall
exercise such choice by written notice to Seller mailed within twenty (20)
calendar days following the end of the period provided above for the correction
by Seller of such legal defects or notice of Seller's intention to do so on or
before the closing. If Purchaser shall decline to so accept the Property subject
to such legal defects, then this Agreement shall be null and void and the
Xxxxxxx Money deposit shall be promptly refunded to Purchaser. In the event that
Purchaser fails to make such election within such 20-day period it shall be
conclusively deemed to have elected to accept the Property subject to such
defects and proceed to closing.
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5. LEASES/SERVICE CONTRACTS:
Seller represents to Purchaser that there are no management, service or
other contracts that affect the Property that cannot be terminated at closing by
Purchaser at its sole discretion. Seller also represents that as of the day of
closing, there will be no leases in effect on the Property except as set forth
on Exhibit "C", attached hereto and by this reference made a part hereof.
6. WARRANTIES:
Seller represents that: (A) to Seller's best reasonable knowledge,
there are no existing or proposed governmental orders or condemnation
proceedings affecting the Property and Seller has received no notice of any such
orders or proceedings; (B) Seller is a validly existing entity existing under
the laws of the State of Delaware and the individual executing on behalf of the
entity has authority to enter into the transaction contemplated by this
Agreement, or if executed in an individual capacity, has authority to execute;
(C) to Seller's best reasonable knowledge, Seller has good and marketable fee
simple title to the Property which can be conveyed to Purchaser in accordance
with the terms and conditions of this Agreement.
7. APPLIANCES AND MECHANICAL SYSTEMS:
Seller warrants and represents that all appliances remaining with the
Property, and the heating, air conditioning, plumbing, and electrical systems,
will be in normal operating condition at the time of closing. Purchaser shall
have the privilege and responsibility of making inspections of said appliances
and systems prior to closing and notwithstanding anything contained herein to
the contrary, Seller's responsibility in connection with the foregoing shall
cease at closing. To the extent transferable, Seller agrees to transfer and
assign to Purchaser any and all transferable warranties regarding any such
appliances and/or systems.
8. CONDITION OF PROPERTY:
Seller represents that at closing the improvements on the Property will
be in the same condition as they are on the date this Agreement is signed by
Purchaser, ordinary wear and tear excepted. Until closing, Seller shall, at
Seller's expense, maintain in full force and effect the same fire and extended
coverage insurance carried by Seller on the Property on the date of this
Agreement. However, should the Property be destroyed or substantially damaged
before closing, then Seller shall provide to Purchaser written notice of such
occurrence within ten (10) days after the date thereof, and, at the election of
Purchaser: (A) this Agreement may be canceled; or (B) Purchaser may consummate
this Agreement and receive an assignment of Seller's interest in such insurance
proceeds as are paid or payable on the claim of loss. This election must be
exercised within ten (10) days after Seller provides Purchaser written notice of
the amount of the insurance proceeds, if any, which Seller will receive on the
claim of loss. If Purchaser has not been so notified by Seller within forty-five
(45) days subsequent to the occurrence of such damage or destruction, or by the
date of closing, whichever occurs first, Purchaser may at its option cancel this
Agreement by written notice to Seller. If Purchaser fails to provide such notice
to Seller, Purchaser shall be conclusively deemed to have elected to consummate
this Agreement and receive an assignment of Seller's interest in such insurance
proceeds as are paid or payable on the claim of loss.
9. AGENCY DISCLOSURE:
Purchaser and Seller acknowledge that Broker (Xxxxxx Commercial Real
Estate Partners, LLC) has acted as agent for Purchaser. Broker shall not owe any
duty to Seller or Purchaser greater than what is set forth in the Brokerage
Relationships in Real Estate Transactions Act, Official Code of Georgia
Annotated Section 10-6A-1 et seq.
10. REAL ESTATE COMMISSION:
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In negotiating this Agreement, Broker have rendered a valuable service
for which the Broker shall be paid a commission at closing by Seller equal to
seven percent (7%) of the Purchase Price (the "Commission"). Such Commission
shall be payable at closing as follows: 100% paid to Xxxxxx Commercial Real
Estate Partners, LLC at closing.
No change shall be made by Purchaser or Seller with respect to the time of
payment, amount of payment, or the conditions of payment of the Commission,
without the written consent of Broker. If this transaction involves an exchange
of real estate, the full Commission shall be paid in respect to the property
conveyed to each party to the other. The Commission on an exchange shall be
calculated on the amount of the stated basis of each property as taken in such
exchange, according to the agreement between the parties, and if no value is
placed on the property to be exchanged, then according to the reasonable value
thereof. In the event of any exchange, each party shall be regarded as the
seller as to the property conveyed by each party. Purchaser and Seller each
hereby represent and warrant to the other, and to Broker, that no party other
than Broker is entitled as a result of the actions of Seller or Purchaser, as
the case maybe, to a commission or other fee resulting from the execution of
this Agreement or the transactions contemplated hereby, and Seller and Purchaser
each hereby agree to severally indemnify, defend and hold each other and Broker
harmless from and against any and all costs, damages and expenses, including
attorneys fees arising from claims made by Broker or agents for additional real
estate commissions or brokerage fees with whom the indemnifying party may have
dealt. This representation, warranty and indemnity shall survive the rescission,
cancellation, termination or consummation of this Agreement.
11. DISCLAIMER:
Seller and Purchaser acknowledge that they have not relied upon the
advice or representations, if any, of Broker, or their associate broker or
salespersons, concerning: (A) the legal and tax consequences of this Agreement
in the sale of the Property; (B) the terms and conditions of financing of the
Property; (C) the purchase and ownership of the Property; (D) the structural
condition of the Property; (E) the operating condition of any business; (F) the
operating condition of the electrical, heating, air conditioning, plumbing,
water heating systems and appliances on the Property; (G) the availability of
utilities to the Property; (H) the investment potential or resale value of the
Property; (I) the financial ability of Purchaser; (J) any conditions existing on
the Property which may affect the Property; or (K) any matter which could have
been revealed through a survey, title search or inspection of the Property.
Seller and Purchaser both acknowledge that if such matters have been a concern
to them, they have sought and obtained independent advice relative thereto.
Seller and Purchaser acknowledge that the Atlanta Commercial Board of REALTORS,
Inc. has furnished this Standard Commercial Sales Agreement form to its members
as a service and that it makes no representation or warranty as to the
enforceability of this Standard Commercial Sales Agreement form.
12. ASSIGNMENT:
This Agreement, and the rights and obligations hereunder, may not be
assigned by Purchaser without the prior written consent of Seller, which consent
may not be unreasonably withheld, except to an affiliated company or a to be
formed entity in which Purchaser has a majority equity interest. Notwithstanding
anything contained herein to the contrary, however, any such approved assignee
shall assume in writing all of the obligations and liabilities of Purchaser
hereunder, and a copy of such assignment shall be provided to Seller in writing
within two (2) days after it is signed by Purchaser and assignee. No such
assignment shall release the original Purchaser from liability to Seller as set
forth in this Agreement.
13. RESPONSIBILITY TO COOPERATE:
Seller and Purchaser agree that such documentation as is reasonably
necessary to carry out the terms of this Agreement shall be produced, executed
and/or delivered by such parties within the time required to fulfill the terms
and conditions of this Agreement.
14. DEFAULT; REMEDIES:
Purchaser's Default: If the sale and purchase of the Property
contemplated by this Agreement is not consummated because of Purchaser's
default, then Seller shall retain the Xxxxxxx Money as full and final liquidated
damages for such default of Purchaser, the parties hereto acknowledging that it
is impossible to more precisely estimate the damages to be suffered by Seller
upon Purchaser's default, and the parties expressly acknowledging that retention
of the Xxxxxxx Money is intended not as a penalty, but as full and final
liquidated damages and that said sum is an agreed reasonable estimate of such
damages. The Seller's right to retain the Xxxxxxx Money as full and final
liquidated damages is Seller's sole and exclusive remedy in the event of default
hereunder by Purchaser, and Seller hereby waives and releases any right to (and
hereby covenants that it shall not) xxx the Purchaser (A) for specific
performance of this Agreement; or (B) to prove that Seller's actual damages
exceed the Xxxxxxx Money which is hereby provided Seller as full and final
liquidated damages. In the event the purchase and sale contemplated in this
Agreement is not consummated because of Purchaser's default, Purchaser hereby
waives and releases any right to (and hereby covenants that it shall not) xxx
Seller to recover the Xxxxxxx Money or any part thereof.
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Seller's Default: If the purchase of the Property is not consummated in
accordance with the terms and conditions of this Agreement because of Seller's
default, then the Xxxxxxx Money (including any interest earned thereon) shall be
returned to Purchaser within five (5) business days of written demand from
Purchaser and Purchaser shall have right, at its sole election: (A) to terminate
this Agreement; (B) to pursue specific performance plus the cost of obtaining
specific performance; or (C) if Purchaser is not reasonably able to obtain
specific performance of Seller's obligations under this Agreement or if specific
performance is an inadequate remedy as a result of acts or omissions of Seller,
to pursue its remedies at law and equity (provided, however, in no event shall
Purchaser be entitled to monetary damages in excess of an amount equal to the
Xxxxxxx Money).
15. NOTICES:
Except as may be otherwise provided for in this Agreement, all notices
required or permitted to be given hereunder shall be in writing and shall be
deemed delivered, either (A) in person, (B) by overnight delivery service
prepaid, (C) by facsimile (FAX) transmission, or (D) U.S. Postal Service,
postage prepaid, registered or certified, return receipt requested, to the party
being given such notice at the appropriate address set forth below:
As to Purchaser: As to Seller: Golden Flake Snack Foods, Inc.
Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxxxxx, CFO
Address: 621 Xxxxxxx Farm Dr. Address: 0 Xxxxxx Xxxxx Xxxxx
Xxxx, Xxxxx, XXX: Xxxxxxxx, XX 00000 City, State, ZIP: Xxxxxxxxxx, XX 00000
Fax No.: 000-000-0000 Fax No.: 000-000-0000
As to Broker: Xxxxxx Commercial Real Estate As to
Partners, LLC Escrow Agent: Smith, Eubanks, Xxxxx and Xxxxxx
Name: Xxxxxx Xxxxxx Name: Xxx Xxxxx
Address: 0000 Xxxxx Xxxx, Xxxxx 000 Address: 00 Xxxxxx Xxxxxx
Xxxx, Xxxxx, XXX: Xxxxxxx, XX 00000 City, State, ZIP: Xxxxxxxx, XX 00000
Fax No.: 000-000-0000 Fax No.: 000-000-0000
Such notices shall be deemed to have been given as of the date and time
actually received by the receiving party, or the date of refusal to accept
delivery or inability to deliver, as shown on the return receipt. In the event
no address for purpose of notice is specified with respect to a particular party
as required by this Paragraph, any other party may direct notices to such party
at any business or residence address known to such other party. Any such notice
to an unspecified address shall be effective when delivered personally or, with
respect to mailed notices, upon actual receipt by the party to whom such notice
is directed, or the date of refusal to accept delivery or inability to deliver,
as shown on the return receipt.
16. TIME:
Time is of the essence with respect to this Agreement.
17. FOREIGN PERSON STATUS:
At closing, if Seller does not deliver to Purchaser a certificate
reasonably acceptable to Purchaser setting forth Seller's address and Social
Security or Tax Identification number and certifying that Seller is not a
foreign person for purposes of the Foreign Investment in Real Property Tax Act,
as revised by the Deficit Reduction Act of 1984, then Purchaser shall deduct and
withhold a tax equal to either ten percent (10%) of the Purchase Price or such
other amount as may be authorized by a withholding certificate from the Internal
Revenue Service. At Closing, if Seller does not deliver to Purchaser an
affidavit reasonably acceptable to Purchaser confirming that Seller is a
resident or "deemed resident" of the State of Georgia for purposes of O.C.G.A.
Section 48-7-128, then Purchaser shall be entitled to withhold a portion of the
Purchase Price for payment to the Georgia Department of Revenue pursuant to said
statute.
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18. ENVIRONMENTAL CONDITIONS: To Seller's best reasonable knowledge:
(A) The Property has never been used as a landfill for garbage or
refuse, dump, xxxxx pit, toxic waste dump or cemetery, or for
the handling, generation, treatment, release, storage or
disposal of chemicals or hazardous wastes or substances so as
to create an environmental hazard. For purposes of this
Agreement, the term "hazardous wastes or substances" shall
mean petroleum including crude oil or any fraction thereof,
and any substance identified in CERCLA, RCRA, or any other
federal, state or other governmental legislation or ordinance
identified by its terms as pertaining to the disposal of
hazardous substances or waste.
(B) (i) The Property is free from any hazardous or toxic materials
or waste or similarly described substances under any
applicable federal or state laws or regulations and (ii) there
have been no violations of applicable "wetlands" regulations
in connection with the development of the Property.
(C) There are no storage tanks located on the Property, either
above or below ground.
19. SURVEY:
Within thirty (30) days after the date that this Agreement has been
fully executed by Seller and Purchaser, Purchaser shall obtain and deliver to
Seller, at Purchaser's sole cost and expense, a current boundary survey of the
Property, which shall be prepared by a Georgia registered land surveyor in
accordance with no less than the minimum standards of the State of Georgia for
surveys and land surveyors. Said survey shall: (A) be certified to Purchaser,
Purchaser's lender (if applicable) and Purchaser's title insurer by the surveyor
pursuant to a certificate in form and substance satisfactory to Purchaser; (B)
correctly show the boundaries of the Property and the location of all buildings,
structures, fences and other improvements situated on the Property, the location
of and identify all visible easements and rights-of-way across, serving or
abutting the Property, and all recorded easements to the extent they affect
specific portions of the Property (including any and all off-site easements
affecting or benefiting the Property) and (C) contain a calculation of the exact
acreage of the Property (calculated to the nearest 1/100' of an acre), exclusive
of any streets, roads and rights-of-way. Seller agrees to execute a Quit Claim
Deed with the legal description of this survey in favor of the Purchaser.
Purchaser's notice of title objections pursuant to Section 4 above shall include
any objections revealed by such survey.
20. CLOSING COSTS:
Purchaser shall pay all recorded costs of this transaction including
document recording costs, all applicable intangible taxes and Purchaser's
attorney's fees. Seller shall pay any applicable Georgia transfer fees and
Seller's attorney's fees.
21. CLOSING:
The sale of the Property shall be closed on or before thirty (30) days
after the inspection period has been satisfied, at a time acceptable to
Purchaser and Seller; provided, however, if Purchaser and Seller fail to agree
on a time and place, the closing shall be held on the aforesaid date at 1:00
P.M. in the office of Broker at the address shown above. If the time period by
which any right, option or election provided under this Agreement must be
exercised, or by which any act required hereunder must be performed, or by which
the closing must be held, expires on a Saturday, Sunday or legal holiday, then
such time period shall be automatically extended to the close of business on the
next regular business day.
22. MISCELLANEOUS:
(A) Real estate taxes on the Property for the calendar
year in which the sale is closed shall be prorated as
of the date of closing.
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(B) All tenant security deposits shall be delivered or
credited by Seller to Purchaser at closing, and
Purchaser shall sign an agreement at closing to hold
Seller harmless against claims regarding such
transferred security deposits.
(C) Possession of the Property shall be granted by Seller
to Purchaser no later than the day of closing,
subject to the rights of tenants of the Property, if
any are listed on Exhibit "D" hereto.
(D) Conditions precedent to the obligation of either
party to close hereunder, if any, are for the benefit
of such party only, and any and all of said
conditions may be waived in the discretion of the
party benefited thereby.
(E) This Agreement shall be construed under the laws of
the State of Georgia.
23. CONDITIONS OF PURCHASE:
The parties hereto agree that Purchaser's obligation to purchase the
Property shall be subject to the satisfaction of the following terms and
conditions ("The Conditions of Purchase"), any one or some of which may be
waived in part:
Inspections: Purchaser shall have a period of thirty (30) days after
the date this Agreement has been fully executed by Seller and Purchaser
to inspect the Property (the "Inspection Period"). Commencing on the
acceptance date of this Agreement, and subject to the rights of the
tenants, if any, Purchaser, Purchaser's agents, employees and
contractors, shall have the right during regular business hours, but
without unreasonable interfering with the operations being carried on
upon the Property, to enter the Property, for the purposes of making
surveys, inspections, soil tests, environmental studies and other
investigations of the Property, including, but not limited to, the
physical condition of any improvements and mechanical and electrical
systems, leases, management, service and other contracts affecting the
Property, and Seller's accounting books and records with respect to the
operations of the Property. Purchaser shall and does hereby agree to
indemnify, defend and hold harmless Seller and Broker or others from
any loss or damages as a result of the exercise by Purchaser of the
rights herein granted, including any damage resulting from the
negligence of Purchaser or Purchaser's agents, employees or
contractors. This indemnity shall survive the rescission, cancellation,
termination or consummation of this Agreement.
Should the Purchaser not be satisfied with the results of any of the
reports, studies and inspections, the Purchaser at its sole discretion
shall notify Seller of its dissatisfaction and declare this Agreement
null and void prior to the expiration of the Inspection Period.
Purchaser shall then be entitled to a full refund of its Xxxxxxx Money
and shall deliver to Seller the copies of its reports and studies.
Neither Purchaser nor Seller shall have any responsibilities, one to
the other, if Purchaser notifies Seller of its dissatisfaction after
Purchaser receives its Xxxxxxx Money.
24. ENTIRE AGREEMENT; AMENDMENT:
This Agreement constitutes the sole and entire agreement between the
parties hereto with respect to the subject matter hereof, and no modification of
this Agreement shall be binding unless signed by all parties to this Agreement.
No representation, promise, or inducement not included in this Agreement shall
be binding upon any party hereto.
25. BINDING EFFECT:
This Agreement shall bind and inure to the benefit of Seller, Purchaser
and Broker, and their respective heirs, executors, legal representatives,
successors and assigns.
26. SPECIAL STIPULATIONS:
a. Seller and Purchaser agree that Seller shall have the option
to lease said property for a period of 12 months after
closing. The terms of the lease shall as follows:
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1. First three months shall be free of rental charges, however
a 1/12a' share of the real estate taxes and insurance shall
be paid to Purchaser by Seller each month for the first
three months. The real estate taxes shall be calculated as
of the last tax xxxx received from Xxxx County. Insurance
shall be calculated from Sellers last insurance xxxx
received from Seller's insurance company.
2. Starting at the beginning of the fourth month a rental rate
of $5.00 per square foot or $3,333 per month shall be paid
to Purchaser by Seller.
3. Seller shall terminate the lease at any time without notice
to the Purchaser.
4. Seller and Purchaser agree to sign an Atlanta Commercial
Board of Realtors Lease agreement before closing said
property hereby attached as exhibit "C" and made apart
hereto.
5. Seller and Purchaser agree that lease shall not become
enforceable until said property is closed and good and
marketable, fee simple title is transferred to the
Purchaser.
b. Seller and Purchaser agree that Purchaser shall have the
option of extending the closing of said property for up to
thirty days by depositing an additional non-refundable
xxxxxxx money check of $10,000 with Escrow Agent prior to
said closing date.
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This instrument shall be regarded as an offer by the first party to sign it and
is open for acceptance by the other party until 5 O'clock P.M. on the 30 day of
July, 2008, by which time written acceptance of such offer must have been
actually received by Broker, who shall promptly notify the other party of such
acceptance.
Purchaser acknowledges that Purchaser has read and understood the terms of this
Agreement and has received a copy of it.
The date of this Agreement is July 24, 2008.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
the day and year first above written.
Signed sealed and delivered
In the presence of: SELLER:
__________________________ By: (Seal)
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Witness: Name/Title:
------------------------------
Address:
---------------------------------
Phone:
--------------------------------
Date:
---------------------------------
Signed sealed and delivered
In the presence of: Purchaser:
__________________________ By: (Seal)
-----------------------------------
Witness: Name/Title:
------------------------------
Address:
---------------------------------
Phone:
-----------------------------------
Date:
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Signed sealed and delivered
In the presence of: Broker:
__________________________ By: (Seal)
-----------------------------------
Witness: Name/Title:
-------------------------------
Address:
----------------------------------
Phone:
------------------------------------
Date:
-------------------------------------
Signed sealed and delivered
In the presence of: Escrow Agent:
__________________________ By: (Seal)
-----------------------------------
Witness: Name/Title:
------------------------------
Address:
---------------------------------
Phone:
-----------------------------------
Date:
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ACCEPTANCE DATE:
The Acceptance Date of this Agreement is the date upon which the last
party executes or initials the last change in this Agreement and is
______________. The party last executing this Agreement shall promptly deliver
executed counterparts of this Agreement to all parties in accordance with the
notice provisions of this Agreement.
Note: Prepare and attach Exhibit "A" - "C", as applicable
Exhibit "A" Legal Description
Exhibit "C" Leases
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EXHIBIT A
LEGAL DESCRIPTION
ALL THAT TRACT AND PARCEL OF LAND LYING AND BEING IN LAND LOT 1005, of
the 16th District, Second Section, Xxxx County, Georgia, and being more
particularly described as follows:
Beginning at a point on the Southerly right of way of Marble Mill Road,
681.48 feet westerly along the southerly right of way of Marble Mill
Road from the intersection of the southerly right of way of Marble Mill
Road and the East Land Lot Line of Land Xxx 0000, xx xxx 00xx Xxxxxxxx,
0xx Xxxxxxx, Xxxx Xxxxxx, Xxxxxxx, running thence South 01 degrees 37
minutes 00 seconds East, 285.71 feet to an iron pin set; running thence
North 88 degrees 42 minutes 00 seconds West, 150.00 feet to an iron pin
set; running thence North 01 degrees 37 minutes 00 seconds West, 285.71
feet to an iron pin set and the southerly right of way of Marble Mill
Road; thence running South 88 degrees 42 minutes 00 seconds East,
150.00 feet along the southerly right of way of Marble Mill Road to an
iron pin set and the Point of Beginning. Being the same property as
shown in survey for Golden Flake, dated July 20, 1984, by West Georgia
Engineers & Surveyors, Inc.
Being the same property as conveyed from X.X. Xxxxxx to Golden Flake
Snack Foods, Inc., dated August 9, 1984, and as recorded in Deed Book
3236, page 449, Xxxx County, Georgia.
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Exhibit "C"
ATLANTA COMMERCIAL BOARD OF REALTORS, INC.
STANDARD COMMERCIAL LEASE AGREEMENT
THIS LEASE is made this ____ day of __________, 2008 by and among Xxxxx Xxxxxx
(hereinafter called "Landlord"), and Golden Flake Snack Foods, Inc. (hereinafter
called "Tenant").
WITNESSETH:
PREMISES
1. Landlord, for and in consideration of the rents, covenants,
agreements, and stipulations hereinafter mentioned, provided for and contained
herein to be paid, kept and performed by Tenant, leases and rents unto Tenant,
and Tenant hereby leases and takes upon the terms and conditions which
hereinafter appear, the following described property (hereinafter called the
"Premises"), to wit: a 8,000+/- square foot office/warehouse building and being
known as 000 Xxxxxx Xxxx Xxxx, Xxxxxxxx, XX 00000. No easement for light or air
is included in the Premises
TERM
2. The Tenant shall have and hold the Premises for a term of twelve
(12) months beginning on the ____ day of __________, ________, and ending on the
____ day of _____________, _________, at midnight, unless sooner terminated as
hereinafter provided.
RENTAL
3. There shall be no rental amount due until the first day of the
fourth month, however Tenant agrees to pay one twelfth (1/12) of the Landlord's
annual taxes and insurance for the first three months. The real estate taxes
shall be calculated as of the last tax xxxx received from Xxxx County. Insurance
shall be calculated from Sellers last insurance xxxx received from Seller's
insurance company. Starting on the first day of the fourth month, Tenant agrees
to pay Landlord $3,333 per month for the remainder of the term.
SECURITY DEPOSIT
4. Tenant shall deposit with Landlord upon execution of this Lease
$3,333 as a security deposit which shall be held by Landlord, without liability
to Tenant for any interest thereon, as security for the full and faithful
performance by Tenant of each and every term, covenant and condition of this
Lease of Tenant. If any of the rents or other charges or sums payable by Tenant
to Landlord shall be overdue and unpaid or should Landlord make payments on
behalf of Tenant, or should Tenant fail to perform any of the terms of this
Lease, then Landlord may, at its option, appropriate and apply the security
deposit, or so much thereof as may be necessary to compensate Landlord toward
the payment of the rents, charges or other sums due from Tenant, or towards any
loss, damage or expense sustained by Landlord resulting from such default on the
part of Tenant; and in such event Tenant shall upon demand restore the security
deposit to the original sum deposited. In the event Tenant furnishes Landlord
with proof that all utility bills have been paid through the date of Lease
termination, and performs all of Tenant's other obligations under this Lease,
the security deposit shall be returned in full to Tenant within thirty (30) days
after the date of the expiration or sooner termination of the term of this Lease
and the surrender of the Premises by Tenant in compliance with the provisions of
this Lease.
UTILITY BILLS
5. Tenant shall pay all utility bills, including, but not limited to
water, sewer, gas , electricity, fuel, light and heat bills for the Premises,
and Tenant shall pay all charges for garbage collection or other sanitary
services, unless otherwise provided for herein.
USE OF PREMISES
6. The Premises shall be used for office, distribution and storage
purposes only and no other. The Premises shall not be used for any illegal
purposes, nor in any manner to create any nuisance or trespass, nor in any
manner to vitiate the insurance or increase the rate of insurance on the
Premises. Except as provided herein, Landlord makes no warranties, express or
implied, including fitness for purpose.
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ABANDONMENT OF THE PREMISES
7. Tenant agrees not to abandon or vacate the Premises during the term
of this Lease and agrees to use the Premises for the purposes herein leased
until the expiration hereof.
INDEMNITY; INSURANCE
8. Tenant agrees to and hereby does indemnify and save Landlord
harmless against all claims for damages to persons or property by reason of
Tenant's use or occupancy of the Premises, and all expenses incurred by Landlord
because thereof, including attorney's fees and court costs. Supplementing the
foregoing and in addition thereto, Tenant shall during the term of this Lease
and any extension or renewal thereof, and at Tenant's expense, maintain in full
force and effect comprehensive general liability insurance with limits of
$500,000.00 per person and $1,000,000.00 per incident, and property damage
limits of $100,000.00, which insurance shall contain a special endorsement
recognizing and insuring any liability accruing to Tenant under the first
sentence of this paragraph 8, and naming Landlord as additional insured. Tenant
shall provide evidence of such insurance to Landlord prior to the commencement
of the term of this Lease. Landlord and Tenant each hereby release and relieve
the other, and waive its right of recovery, for loss or damage arising out of or
incident to the perils insured against which perils occur in, on or about the
Premises, whether due to the negligence of Landlord or Tenant or their Brokers,
employees, contractors and/ or invitees, to the extent that such loss or damage
is within the policy limits of said comprehensive general liability insurance.
Landlord and Tenant shall, upon obtaining the policies of insurance required,
give notice to the insurance carrier or carriers that the foregoing mutual
waiver of subrogation is contained in this Lease.
REPAIRS BY TENANT
13. Tenant accepts the Premises in their present condition and as
suited for the uses intended by Tenant. Tenant shall, throughout the initial
term of this Lease, and any extension or renewal thereof, at its expense,
maintain in good order and repair the Premises, including the building, heating
and air conditioning equipment (including but not limited to replacement of
parts, compressors, air handling units and heating units) and other improvements
located thereon, except those repairs expressly required to be made by Landlord
hereunder. Unless the grounds are common areas of a building(s) larger than the
Premises, Tenant further agrees to care for the grounds around the building,
including paving, the mowing of grass, care of shrubs and general landscaping.
Tenant agrees to return the Premises to Landlord at the expiration, or prior to
termination of this Lease, in as good condition and repair as when first
received, natural wear and tear, damage by storm, fire, lightning, earthquake or
other casualty alone excepted.
ALTERATIONS
14. Tenant shall not make any alterations, additions, or improvements
to the Premises. Tenant shall remove all of Tenant's machinery, equipment, and
all items of parts, debris and truck vans from the Premises and yard area on or
before the last day of the Lease Term. Tenant shall repair, at Tenant's expense,
any damage to the Premises caused by the removal of any such machinery,
equipment and other noted items.
REMOVAL OF FIXTURES
15. Tenant may (if not in default hereunder) prior to the expiration of
this Lease, or any extension or renewal thereof, remove all fixtures and
equipment which it has placed in the Premises, provided Tenant repairs all
damage to the Premises caused by such removal.
DESTRUCTION OF OR DAMAGE TO PREMISES
16. If the Premises are totally destroyed by storm, fire, lightning,
earthquake or other casualty, this Lease shall terminate as of the date of such
destruction and rental shall be accounted for as between Landlord and Tenant as
of that date. If the Premises are damaged but not wholly destroyed by any such
casualties, rental shall xxxxx in such proportion as use of the Premises has
been destroyed and Landlord shall restore the Premises to substantially the same
condition as before damage as speedily as is practicable, whereupon full rental
shall recommence.
GOVERNMENTAL ORDERS
17. Tenant agrees, at its own expense, to comply promptly with all
requirements of any legally constituted public authority made necessary by
reason of Tenant's occupancy of the Premises. Landlord agrees to comply promptly
with any such requirements if not made necessary by reason of Tenant's
occupancy. It is mutually agreed, however, between Landlord and Tenant, that if
in order to comply with such requirements, the cost to Landlord or Tenant, as
the case may be, shall exceed a sum equal to one year's rent, then Landlord or
Tenant who is obligated to comply with such requirements may terminated this
Lease by giving written notice of termination to the other party by certified
mail, which termination shall become effective sixty (60) days after receipt of
such notice and which notice shall eliminate the necessity of compliance with
such requirements by giving such notice unless the party giving such notice of
termination shall, before termination becomes effective, pay to the party giving
notice all cost of compliance in excess of one year's rent, or secure payment of
said sum in manner satisfactory to the party giving notice.
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CONDEMNATION
18. If the whole of the Premises, or such portion thereof as will make
the Premises unusable for the purposes herein leased, are condemned by any
legally constituted authority for any public use or purposes, then in either of
said events the term hereby granted shall cease from the date when possession
thereof is taken by public authorities, and rental shall be accounted for as
between Landlord and Tenant as of said date. Such termination, however, shall be
without prejudice to the rights of either Landlord or Tenant to recover
compensation and damage caused by condemnation from the condemner. It is further
understood and agreed that neither the Tenant nor Landlord shall have any rights
in any award made to the other by any condemnation authority notwithstanding the
termination of the Lease as herein provided. Broker may become a party to the
condemnation proceeding for the purpose of enforcing his rights under this
paragraph.
EVENTS OF DEFAULT
19. The happening of any one or more of the following events
(hereinafter any one of which may be referred to as an "Event of Default")
during the term of this Lease, shall constitute a breach of this Lease on the
part of the Tenant: (A) Tenant abandons or vacates the Premises; (B) Tenant
fails to comply with or abide by and perform any other obligation imposed upon
Tenant under this Lease; (C) Tenant is adjudicated bankrupt; (D) a permanent
receiver is appointed for Tenant's property and such receiver is not removed
within sixty (60) days after written notice from Landlord to Tenant to obtain
such removal; (E) Tenant, either voluntarily or involuntarily, takes advantage
of any debt or relief proceedings under the present or future law, whereby the
rent or any part thereof is, or is proposed to be reduced or payment thereof
deferred; (F) Tenant makes an assignment for benefit of creditors.
REMEDIES UPON DEFAULT
20. Upon the occurrence of an Event of Default, Landlord, in addition
to any and all other rights or remedies it may have at law or in equity, shall
have the option of pursuing any one or more of the following remedies:
(A) Landlord may terminate this Lease by giving notice of termination,
in which event this Lease shall expire and terminate on the date specified in
such notice of termination, with the same force and effect as though the date so
specified were the date herein originally fixed as the termination date of the
term of this Lease, and all rights of Tenant under this Lease and in and to the
Premises shall expire and terminate, and Tenant shall remain liable for all
obligations under this Lease arising up to the date of such termination and
Tenant shall surrender the Premises to Landlord on the date specified in such
notice;
(B) Landlord may terminate this Lease as provide in paragraph 20(A)
hereof and recover from Tenant all damages Landlord may incur by reason of
Tenant's default, including, without limitation, a sum which, at the date of
such termination, represents the then value of the excess, if any, of (i) the
monthly rental and additional rent for the period commencing with the day
following the date of such termination and ending with the date hereinbefore set
for the expiration of the full term hereby granted, over (ii) the aggregate
reasonable rental value of the Premises (less reasonable brokerage commissions,
attorneys' fees and other costs relating to the reletting of the Premises) for
the same period, all of which excess sum shall be deemed immediately due and
payable;
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(C) Landlord may, from time to time without terminating this Lease, and
without releasing Tenant in whole or in part from Tenant's obligation to pay
monthly rental and additional rent and perform all of the covenants, conditions
and agreements to be performed by Tenant as provided in this Lease, make such
alterations and repairs as may be necessary in order to relet the Premises, and,
after making such alterations and repairs, Landlord may, but shall not be
obligated to, relet the Premises or any part thereof for such term or terms
(which may be for a term extending beyond the term of this Lease) at such rental
or rentals and upon such other terms and conditions as Landlord in its sole
discretion may deem advisable or acceptable; upon each reletting, all rentals
received by Landlord from such reletting shall be applied first, to the payment
of any indebtedness other than rent due hereunder from Tenant to Landlord,
second, to the payment of any costs and expenses of such reletting, including
brokerage fees and attorneys' fees, and of costs of such alterations and
repairs, third, to the payment of the monthly rental and additional rent due and
unpaid hereunder, and the residue, if any, shall be held by Landlord and applied
against payments of future monthly rental and additional rent as the same may
become due and payable hereunder; in no event shall Tenant be entitled to any
excess rental received by Landlord over and above charges that Tenant is
obligated to pay hereunder, including monthly rental and additional rent; if
such rentals received from such reletting during any month are less than those
to be paid during the month by Tenant hereunder, including monthly rental and
additional rent, Tenant shall pay any such deficiency to Landlord, which
deficiency shall be calculated and paid monthly; Tenant shall also pay Landlord
as soon as ascertained and upon demand all costs and expenses incurred by
landlord in connection with such reletting and in making any alterations and
repairs which are not covered by the rentals received from such reletting;
notwithstanding any such reletting without termination, Landlord may at any time
thereafter elect to terminate this Lease for such previous breach.
Tenant acknowledges that the Premises are to be used for commercial purposes,
and Tenant expressly waives the protections and rights set forth in Official
Code of Georgia Annotated Section 44-7-52.
LANDLORD'S ENTRY OF PREMISES
20. Landlord may enter the Premises at reasonable hours to exhibit the
Premises to prospective purchasers or tenants, to inspect the Premises to see
that Tenant is complying with all of its obligations hereunder, and to make
repairs required of Landlord under the terms hereof or to make repairs to
Landlord's adjoining property, if any.
EFFECT OF TERMINATION OF LEASE
21. No termination of this Lease prior to the normal ending thereof, by
lapse of time or otherwise, shall affect Landlord's right to collect rent for
the period prior to termination thereof.
SUBORDINATION
22. At the option of Landlord, Tenant agrees that this Lease shall
remain subject and subordinate to all present and future mortgages, deeds to
secure debt or other security instruments (the "Security Deeds") affecting the
Building or the Premises, and Tenant shall promptly execute and deliver to
Landlord such certificate or certificates in writing as Landlord may request,
showing the subordination of the Lease to such Security Deeds, and in default of
Tenant so doing, Landlord shall be and is hereby authorized and empowered to
execute such certificate in the name of and as the act and deed of Tenant, this
authority being hereby declared to be coupled with an interest and to be
irrevocable. Tenant shall upon request from Landlord at any time and from time
to time execute, acknowledge and deliver to Landlord a written statement
certifying as follows: (A) that this Lease is unmodified and in full force and
effect (or if there has been modification thereof, that the same is in full
force and effect as modified and stating the nature thereof); (B) that to the
best of its knowledge there are no uncured defaults on the part of Landlord (or
if any such default exists, the specific nature and extent thereof); (C) the
date to which any rent and other charges have been paid in advance, if any; and
(D) such other matters as Landlord may reasonably request. Tenant irrevocably
appoints Landlord as its attorney-in-fact, coupled with an interest, to execute
and deliver, for and in the name of Tenant, any document or instrument provided
for in this paragraph.
QUIET ENJOYMENT
23. So long as Tenant observes and performs the covenants and
agreements contained herein, it shall at all times during the Lease term
peacefully and quietly have and enjoy possession of the Premises, but always
subject to the terms hereof.
NO ESTATE IN LAND
24. This Lease shall create the relationship of Landlord and Tenant
between the parties hereto. No estate shall pass out of Landlord. Tenant has
only a usufruct not subject to levy and sale, and not assignable by Tenant
except by Landlord's consent.
HOLDING OVER
25. If Tenant remains in possession of the Premises after expiration of
the term hereof, with Landlord's acquiescence and without any express agreement
of the parties, Tenant shall be a tenant at will at the rental rate which is in
effect at end of this Lease and there shall be no renewal of this Lease by
operation of law. If Tenant remains in possession of the Premises after
expiration of the term hereof without Landlord's acquiescence, Tenant shall be a
tenant at sufferance and commencing on the date following the date of such
expiration, the monthly rental payable under Paragraph 3 above shall for each
month, or fraction thereof during which Tenant so remains in possession of the
Premises, be twice the monthly rental otherwise payable under Paragraph 3 above.
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ATTORNEY'S FEES
26. In the event that any action or proceeding is brought to enforce
any term, covenant or condition of this Lease on the part of Landlord or Tenant,
the prevailing party in such litigation shall be entitled to recover reasonable
attorney's fees to be fixed by the court in such action or proceeding, in an
amount at least equal to fifteen percent of any damages due from the
non-prevailing party. Furthermore, Landlord and Tenant agree to pay the
attorney's fees and expenses of (A) the other party to this Lease (either
Landlord or Tenant) if it is made a party to litigation because of its being a
party to this Lease and when it has not engaged in any wrongful conduct itself,
and (B) Broker if Broker is made a party to litigation because of its being a
party to this Lease and when Broker has not engaged in any wrongful conduct
itself.
RIGHTS CUMULATIVE
27. All rights, powers and privileges conferred hereunder upon parties
hereto shall be cumulative and not restrictive of those given by law.
WAIVER OF RIGHTS
28. No failure of Landlord to exercise any power given Landlord
hereunder or to insist upon strict compliance by Tenant of its obligations
hereunder and no custom or practice of the parties at variance with the terms
hereof shall constitute a waiver of Landlord's right to demand exact compliance
with the terms hereof.
ENVIRONMENTAL LAWS
29. Landlord represents to the best of its knowledge and belief, (A)
the Premises are in compliance with all applicable environmental laws, and (B)
there are not excessive levels (as defined by the Environmental Protection
Agency) of radon, toxic waste or hazardous substances on the Premises. Tenant
represents and warrants that Tenant shall comply with all applicable
environmental laws and that Tenant shall not permit any of his employees,
brokers, contractors or subcontractors, or any person present on the Premises to
generate, manufacture, store, dispose or release on, about, or under the
Premises any toxic waste or hazardous substances which would result in the
Premises not complying with any applicable environmental laws.
TIME OF ESSENCE
30. Time is of the essence of this Lease.
DEFINITIONS
31. "Landlord" as used in this Lease shall include the undersigned, its
heirs, representatives, assigns and successors in title to the Premises,
"Tenant" shall include the undersigned and its heirs, representatives, assigns
and successors, and if this Lease shall be validly assigned or sublet, shall
include also Tenant's assignees or subtenants as to the Premises covered by such
assignment or sublease. "Broker" shall include the undersigned, its successors,
assigns, heirs and representatives. "Landlord", "Tenant" and "Broker" include
male and female, singular and plural, corporation, partnership or individual, as
may fit the particular parties.
NOTICES
32. All notices required or permitted under this Lease shall be in
writing and shall be personally delivered or delivered by courier or sent by
regularly scheduled commercial overnight delivery service prepaid, or deposited
with the U.S. Postal Service, postage prepaid. In the event that any notice or
obligation shall be required to be given or performed on a weekend or legal
holiday then such date shall automatically be extended to the close of business
of the next regular business day. Any such notices or deliveries required or
permitted hereunder may be delivered to the fax number set forth herein by
facsimile thereof (with delivery of an original by acceptable means as set forth
above, promptly to follow) and such facsimile shall constitute an acceptable
notice or delivery. Broker shall be copied with all required or permitted
notices. Notices to Tenant shall be delivered or sent to the address shown
below, except that upon Tenant's taking possession of the Premises, then the
Premises shall be Tenant's address for notice purposes. Notices to Landlord and
Broker shall be delivered or sent to the addresses hereinafter stated, to wit:
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Landlord: Tenant:
Xxxxx Xxxxxx Golden Flake Snack Foods, Inc
000 Xxxxxxx Xxxx Xxxxx One Golden Flake Drive
Marietta, GA 30064 Xxxxxxxxxx, XX 00000
Fax: 000-000-0000
Broker:
Xxxxxx Commercial Real Estate Partners
0000 Xxxxx Xxxx, XX
Xxxxx 000
Xxxxxxx, XX 00000
Office: 404-442-2810
All notices shall be effective upon delivery. Any party may change his notice
address upon written notice to the other parties.
ENTIRE AGREEMENT
34. This Lease contains the entire agreement of the parties hereto, and
no representations, inducements, promises or agreements, oral or otherwise,
between the parties, not embodied herein, shall be of any force or effect. No
subsequent alteration, amendment, change or addition to this Lease, except as to
changes or additions to the Rules and Regulations described in paragraph 7,
shall be binding upon Landlord or Tenant unless reduced to writing and signed by
Landlord and Tenant.
SPECIAL STIPULATIONS
35. Any special stipulations are set forth in the attached Exhibit
____. Insofar as said Special Stipulations conflict with any of the foregoing
provisions, said Special Stipulations shall control.
100
Tenant acknowledges that Tenant has read and understands the terms of this Lease
and has received a copy of it.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day
and year first above written.
Signed sealed and delivered TENANT:
-----------------------------
in the presence of:
_________________________ By: (Seal)
-----------------------------------------
Witness: Name/Title:
-------------------------
Address:
---------------------------
Phone:
------------------------------
Signed sealed and delivered LANDLORD:
---------------------------
in the presence of:
_________________________ By: (Seal)
-----------------------------------------
Witness: Name/Title:
-------------------------
Address:
---------------------------
Phone:
------------------------------
Signed sealed and delivered BROKER:
-----------------------------
in the presence of:
_________________________ By: (Seal)
-----------------------------------------
Witness: Name/ Title:
------------------------
Address: 0000 Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Phone: 000-000-0000
Firm License #: 47588
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EXHIBIT "A"
-----------
SPECIAL STIPULATIONS
1. Facsimile Signatures. Facsimile signatures shall be sufficient unless
originals are required by a third party.
2. Counterparts. This Lease may be executed in two or more counterparts,
each of which shall constitute an original, but when taken together
shall constitute but one Lease. Each counterpart shall be effective if
it bears the signatures of all parties hereto; or so many counterparts
shall contain all of the signatures of the parties hereto shall
constitute one Lease, and shall be effective as such.
3. E-Mail. E-mail is not sufficient for legal notice under Paragraph __ of
the Lease.
4. It is hereby acknowledged by both Seller and Purchaser or Landlord and
Tenant, as applicable that Broker, nor its affiliated licenses have
engaged in the unauthorized practice or law during the negotiation of
this transaction contemplated herein. Seller and Purchaser or Landlord
and Tenant are hereby advised to seek legal counsel prior to executing
this Agreement with any question (s) as to legal matters as they
pertain to this transaction herein.
102
FIRST AMENDMENT TO THE ATLANTA COMMERCIAL BOARD OF
REALTORS, INC.
STANDARD COMMERCIAL. SALES AGREEMENT
by and between Seller (Golden Flake Snack Foods, Inc. ). and (Xxxxx Xxxxxx),
dated July 28, 2008
for the property located at 000 Xxxxxx Xxxx Xxxx, Xxxxxxxx, XX 00000,
Xxxx County, Georgia
Purchaser and Seller hereby agree that this amendment, dated August 27, 2008,
shall become a part of the original above referenced contract (all parts
together shall be the "Agreement") and carry the same force, effect and remedies
as all parts of the contract that are contained in the original document. The
principals further agree to the following:
1) Purchaser and Seller agree that the contract to purchase 000
Xxxxxx Xxxx Xxxx, Xxxxxxxx, XX 00000 dated July 28, 2008
between Seller (Golden Flake Snack Foods, Inc) and Purchaser
(Xxxxx Xxxxxx) shall remain in full force.
2) Purchaser and Seller agree that the letter dated August 20,
2008 from the Purchaser to the Broker is hereby withdrawn by
the Purchaser.
3) Purchaser and Seller agree to extend the inspection period
until 4:00 on September 4, 2008. The closing date shall
remain on or before September 26, 2008.
4) Purchaser and Seller agree that the purchase price shall be
five hundred and fifty six thousand ($556,000) DOLLARS
(U.S.)
5) Purchase and Seller agree that all other terms of the
Purchase Agreement shall remain as before and that the
points changed above shall supersede the Atlanta Commercial
Board Of Realtors, Inc. Standard Commercial Sales Agreement
dated July 28, 2008.
Acknowledgments: Signatures below signify agreement to the terms
above.
Purchaser:
---------------------------- ------------
Date
---------------------------- ------------
Date
103
SECOND AMENDMENT TO THE ATLANTA COMMERCIAL BOARD OF REALTORS, INC.
STANDARD COMMERCIAL SALES AGREEMENT
by and between Seller (Golden Flake Snack Foods, Inc.) and (Xxxxx Xxxxxx),
dated July 28, 2008
for the property located at 000 Xxxxxx Xxxx Xxxx, Xxxxxxxx, XX 00000,
Xxxx County, Georgia
Purchaser and Seller hereby agree that this amendment, dated September 4, 2008,
shall become a part of the original above referenced contract (all parts
together shall be the "Agreement") and carry the same force, effect and remedies
as all parts of the contract that are contained in the original document. The
principals further agree to the following:
1) Purchaser and Seller agree that the Seller shall complete
the following work prior to closing. After the following
items have been completed, the Purchaser shall have the
option to inspect the following items prior to closing.
a. Install an expansion tank on the cold water side of the
water heater.
b. Provide access panel for water cut-off valve and pressure
reducing valve.
c. Change overflow pipe on water heater from plastic to copper.
d. Change all door knobs from cylindrical design to lever
design according to ADA compliance standards.
e. Gas fired unit heaters in the warehouse need to have
disconnects installed on the unit.
f. Exits signs shall be installed at every exit man door as
well as emergency egress lighting installed in the warehouse
and offices.
g. The A/C condenser needs to have a GFIC receptacle installed
with in 25 feet of it.
h. The louver on the exhaust fan shall be fixed so that it
opens completely when turned on.
i. The electrical cable that feeds the louver is a rubber cord
that shall be replaced with conduit or MC Cable.
j. The ground wire from the panel to the ground rod shall be in
a PCV or Ridged conduit.
k. The outdoor lighting shall be replaced or repaired A switch
shall be installed on the front light so that the lights can
be turn off during the day.
l. Replace or repair all light fixtures that are not working
properly.
2) Purchaser and Seller agree that the Seller shall re-stripe the
parking lot area as well as adding ADA compliant handicap parking.
The Seller agrees to re-stripe the parking lot according to
Purchase's layout. Seller also agrees to re-stripe the parking
area after vacating the premises.
3) Purchase and Seller agree that all other terms of the Purchase
Agreement shall remain as before and that the points changed above
shall supersede the Atlanta Commercial Board of Realtors, Inc.
Standard Commercial Sales Agreement dated July 28, 2008.
Acknowledgements: Signatures below signify agreement to the terms above.
Purchaser:
------------------------------------------- -------------
Seller: Date
------------------------------------------- --------------
Date
104
