Exhibit 10.7
AGREEMENT OF SALE AND PURCHASE
This Agreement of Sale and Purchase ("Agreement") is entered into on
March 8, 1995, between Xxxxxxx and Xxxxxxx Xxxxx (hereinafter referred to as
"Seller") and Golden Queen Mining Co., Inc., a California Corporation,
("Buyer").
Recitals
A. Seller is the owner of certain real property consisting of approximately
2.9 acres situated in Xxxx County, California ("Property") more
particularly described on the document attached hereto as Exhibit "A"
and incorporated by reference.
B. Seller desires to sell to Buyer and Buyer desires to purchase from
Seller the Property on the terms and conditions provided in this
Agreement.
In consideration of the mutual covenants and conditions contained
herein, Seller and Buyer agree as follows:
1. Sale and Purchase. Seller shall sell to Buyer and Buyer shall purchase
from Seller the Property, on the terms and conditions set forth herein.
2. Purchase Price. The purchase price ("Purchase Price") for the Property
shall be $13,000.00.
3. Payment of Purchase Price. The purchase price shall be payable by Buyer
to Seller in the sum of Thirteen thousand dollars ($13,000.00) on close
of escrow.
4. Representations of Seller. In addition to all other representations and
warranties under the Agreement, Seller represents that it is lawfully
seized of the indefeasible estate on the property and that is free and
clear of any liens of any nature; that, to the best of its knowledge, no
suit, action or other proceeding is pending or threatened before any
court or governmental entity and no cause of action exists that relates
to the property; that it has received no notice of violation of any
local, state or federal law, regulation, rule, ordinance or order or of
any permit, license, consent or authorization; and that, to the best of
its knowledge, no condition exists on the Property which would result in
any action under the Comprehensive Environmental Response, Compensation
and Liability Act (Superfund) 42 U.S.C. 9601-9657, as amended, nor any
other federal, state or local environmental or other law, regulation,
rule, ordinance or order.
5. Escrow. An escrow shall be opened to consummate the sale and purchase
of the Property pursuant to this Agreement at the office of Chicago
Title Company of Bakersfield, California within five (5) days from the
date hereof. Such escrow shall close within ninety (90) days of the
opening thereof unless the ninetieth (90th) day falls on a Sunday or a
national holiday, in which event the Escrow shall close on the next
business day thereafter.
6. Conditions of Escrow. The close of such escrow and Buyer's obligation
to purchase the Property are conditioned on:
a) The conveyance to Buyer of good and marketable title to the
Property, as evidenced by a standard form title insurance policy,
in the full amount of the purchase price, issued by World Title
Company subject only to such liens, encumbrances, clouds or
conditions as may be approved in writing by Buyer.
b) Delivery of possession of the Property to Buyer immediately on
close of escrow, free and clear of all uses and occupancies.
7. Failure of Conditions. Should any of the conditions specified on
paragraph 5. of this Agreement fail to occur by close of escrow as
herein provided, Buyer shall have the power, exercisable by the giving
of written notice by Buyer to the escrow holder and to Seller, to cancel
such escrow, terminate this Agreement, and recover any amounts paid by
Buyer to Seller or to the escrow holder on amount of the purchase price
of the Property. The exercise of such power by Buyer shall not,
however, constitute a waiver by Buyer of any other rights which Buyer
may have against Seller for breech of this Agreement.
a) Prorations. There shall be prorated between Seller and Buyer on
the basis of thirty (30) day months as of 12:00 midnight Pacific
Standard Time on the date of close of escrow as herein provided:
b) Real property taxes levied or assessed against the Property as
shown on the latest available tax bills.
c) Premiums on insurance policies, if any, acceptable to Buyer
insuring the improvements and buildings on the Property against
damage or destruction by fire, theft or the elements.
8. Bonds and Assessments. Any bonds or improvement assessments which are a
lien on the Property shall, on the close of escrow, be paid by Seller.
9. Expenses of Escrow. The expenses of the escrow herein provided shall be
paid in the following manner:
a) The full cost of securing the title insurance policy referred to in
subparagraph 6.(a) hereof shall be paid by Seller.
b) The cost of preparing, executing and acknowledging any deed or
other instruments required to convey title to Buyer in the Manner
referred to in subparagraph 6.(a) hereof shall be paid by Seller.
c) The cost of recording a grant deed required to convey title to the
Property to Buyer as described in subparagraph 6.(a) hereof shall
be paid by Buyer.
d) Any tax imposed on the conveyance of title to the Property to Buyer
under the Documentary Transfer Tax Act shall be paid by Seller.
e) Any escrow fee charged by the escrow holder, in addition to the
cost of the title insurance policy required by this Agreement,
shall be paid the Seller and buyer in equal proportions.
10. Destruction of Improvements. If any of the improvements on the Property
are destroyed or damaged prior to the close of escrow as herein
provided, Buyer shall have the power, exercisable by giving of written
notice by Buyer to the escrow holder and to Seller, to cancel such
escrow, terminate this Agreement and recover any all amounts paid to
Seller or the escrow holder on account of the Purchase Price of the
Property.
11. Notices. Any and all notices or other communications required or
permitted by this Agreement or by law to be served on or given to Seller
or Buyer by the other party hereto, shall be in writing and shall be
deemed duly served and given when personally delivered to Seller or in
lieu of such personal service, forty-eight (48) hours from the time that
it is deposited in the United States mail, first-class postage prepaid,
addressed to Seller or Buyer at the addresses shown below. Either this
paragraph by giving written notice of such change to the other party in
the manner provided herein.
Seller: Xxxxxxx and Xxxxxxx Xxxxx
X.X. Xxx 000
Xxxxxxx, XX 00000
Buyer: Golden Queen Mining Co., Inc.
X.X. Xxx 000
Xxxxxxxx, XX 00000-0000
12. Attorneys' Fees. In the event of any controversy, claim, or dispute
between Seller or Buyer, arising out of or relating to this Agreement or
the breach thereof, the prevailing party shall be entitled to recover
from the losing party reasonable expenses, attorneys' fees and costs.
13. Severability. In the event that any provision contained with this
Agreement is rendered by a court of competent jurisdiction to be void,
invalid or unenforceable, Seller and Buyer agree that such invalidity or
unenforceability shall have no effect whatsoever on the balance of the
Agreement.
14. Heirs, Successors and Assigns. All terms of this Agreement shall be
binding upon and shall inure to the benefit of and be enforceable by the
respective heirs, successors and assigns of Seller and Buyer.
15. Counterparts. This Agreement may be executed and delivered in any
number of counterparts, each of which, when executed and delivered, will
be an original, but all of which together constitute on and the same
agreement.
16. Entire Agreement. This Agreement contains the entire agreement between
Seller and Buyer respecting the Property, and any agreement of
representation respecting the Property or the duties of either Seller or
Buyer in relation thereto not expressly set forth in the Agreement is
null and void.
SELLER BUYER
s/ Xxxxxxx X. Xxxxx 3-15-95 GOLDEN QUEEN MINING CO., INC.
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Date
s/ Xxxxxxx Xxxxx 3-15-95 By: s/ Xxxx X. Xxxxx 3/8/95
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Xxxxxxx Xxxxx Date President Date
Tax Payer I.D.# 345-051-26-00-2
EXHIBIT "A"
Escrow No. 645129-MM
THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF THE NORTH HALF OF THE
SOUTH HALF OF THE NORTHEAST QUARTER OF SECTION 1, TOWNSHIP 10 NORTH, RANGE 13
WEST, SAN BERNARDINO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF
XXXX, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND
APPROVED BY THE SURVEYOR GENERAL ON FEBRUARY 19, 1856, LYING EASTERLY OF THE
CENTER LINE OF THE MOJAVE-TROPICO ROAD AS SAID ROAD EXISTED ON OCTOBER 12,
1965.
THE PLAT OF A DEFENDANT RESURVEY OF SAID TOWNSHIP WAS FILED IN THE DISTRICT
LAND OFFICE OCTOBER 7, 1936.
STATE OF IDAHO
SS.
COUNTY OF VALLEY
On March 15-95, before me, the undersigned, a Notary Public in and for said
State, personally appeared Xxxxxxx and Xxxxxxx Xxxxx, personally known to me
or (proved to me or proved to me on the basis of satisfactory evidence) to be
the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged that they executed the same.
WITNESS my hand and official seal.
s/ Xxxxxx X. Xxxxx
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Notary Public for said State
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXXXX XX XXXXXXXXXX
XX.
XXXXXX XX XXXX
Xx Mar 8, 1995, before me, the undersigned, a Notary Public in and for said
State, personally appeared Xxxx X. Xxxxx, personally known to me or (proved
to me or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged that they executed the same.
WITNESS my hand and official seal.
s/ Xxxxx X. Xxxxxxxxxx
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Notary Public for said State
