PURCHASE AGREEMENT
XxXxxxx Hospitality I, Inc.
Rolla, Missouri
This Purchase Agreement ("Agreement") made and entered this 31st day of
July, 2000, by and between XxXxxxx Hospitality I, Inc., a Missouri corporation
(hereinafter known as "Seller"), and Amerand Corporation, a Delaware
corporation, and/or its successors or assigns (hereinafter known as "Buyer").
WITNESSETH:
WHEREAS, Seller is the owner of certain real property and improvements
thereas ("Real Property") located in the City of Rolla, Missouri, described in
Exhibit "A" attached hereto, comprised of a hotel formerly known as the Ramada
Inn, Rolla.
WHEREAS, Seller is the owner of certain personal property ("Personal
Property") used in conjunction of the operation of the business, the more
significant items (in a monetary sense) being described in Exhibit "B" attached
hereto; and
WHEREAS, Seller has agreed to sell and Buyer has agreed to purchase the
Real Property and the Personal Property on terms and conditions hereinafter set
forth;
NOW THEREFORE, for good and valuable mutual consideration, Seller and
Buyer agree as follows:
ARTICLE I.
CONVEYANCE
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Section 1. Purchase Price. Subject to adjustments hereinafter set
forth, the total purchase price ("Purchase Price") for the Real Property and the
Personal Property shall be One Million Three Hundred Fifty Thousand Dollars
($1,350,000.00) payable on the following basis: (1) $1,200,000.00 cash, subject
to Buyer receiving acceptable financing, and (2) $150,000 to be paid in Rule 144
stock in Ameri-First Financial Group, Inc. (AMFR.OB) at bid on day of Closing.
Section 2. Xxxxxxx Money Payment. Concurrently with Buyer's execution
and delivery of a fully-executed copy of this Agreement, Buyer shall pay to the
"Title Company" the sum of Two Thousand and no/100 Dollars ($2,000.00) ("Xxxxxxx
Money Payment"), such sum to be promptly deposited by the Escrow Agent in an
interestbearing money market escrow account at a federally insured banking
institution, and to be held by Escrow Agent in such account pursuant to the
terms of this Agreement. If Purchaser fails to deliver the Xxxxxxx Money
Deposit, this Agreement shall be null and void and the parties shall be relieved
of all further rights or responsibilities hereunder.
PURCHASE AGREEMENT- Page 1
Section 3. Independent Contract Consideration. Contemporaneously with
the execution of this Agreement, Buyer hereby delivers to Seller and Seller
hereby acknowledges the delivery from Buyer of a check in the amount of One
Hundred and no/100 Dollars ($100.00), the bargained for and agreed to as
consideration for Seller's execution and delivery of this Agreement. This
Independent Contract Consideration is in addition to and independent of any
other refundable, and shall be retained by Seller notwithstanding any other
provision of this Agreement.
Section 4. Disposition of Xxxxxxx Money Payment. The Xxxxxxx Money
Payment shall be held in escrow by the Title Company. If this transaction
closes, the Xxxxxxx Money Payment shall be credited against the Purchase Price.
If this transaction fails to close due to any reason by Seller, the Title
Company shall return Xxxxxxx Money Payment to Buyer. If this transaction fails
to close due to any reason by Buyer, the Title Company shall pay the Xxxxxxx
Money Payment to the Seller.
Section 5. Adjustments & Prorations. The Purchase Price shall be
adjusted at closing on the following basis:
A. Taxes. Seller shall pay all Real Property taxes and Personal
Property taxes assessed or levied against or pursuant to the Real
Property and/or the Personal Property ("Taxes") due for calendar
years prior to the closing. Taxes to be assessed or levied for
the calendar year of the closing and current installments of
special or area-wide assessments, if any, shall be prorated on a
daily basis. The proration formula shall be the latest assessed
value times the latest known mill rate.
B. Special & Area Assessments. Buyer shall buy the Real Property
subject to all outstanding special and area assessments, if any,
except for current installments prorated as above.
C. Transfer Fees & Sales Tax. Seller shall pay the Missouri real
estate transfer fee, if any, imposed as a result of the
conveyance of the Real Property and Seller shall pay all sales
tax fees or other fees imposed as a result of the conveyance of
the Personal Property.
D. Recording and Filing Fees. Seller shall pay the recording fees
for such documents as are required to be recorded or filed in
order to cause title to the Real Property to be in the condition
called for by this Agreement. Seller shall pay the recording fees
for such documents as are required to be recorded or filed in
order to cause title to the Personal Property to be in the
condition called for by this Agreement. Buyer shall pay all other
recording fees.
E. Other Prorations. Water and sewer use charges, utilities and any
other customarily proratable items shall be prorated as of the
date of the closing.
PURCHASE AGREEMENT- Page 2
F. Financial Records. Seller shall provide Buyer with all
documentation and information necessary to complete a certified
audit for at least the preceding twenty-four (24) months.
ARTICLE II
REPRESENTATIONS
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Section 1. Except as represented herein, Seller is selling the Real and
Personal Property "as is" and "where is", with all faults.
Section 2. Seller's Representations & Warranties. Seller, as
designated, represents and warrants to Buyer as follows:
A. Real Property Conditions. Seller has received no written notice
of any planned or commenced public improvements which may result
in special assessments of otherwise materially affect the Real
Property; of any governmental agency or court order requiring
repair, alteration or correction of any existing condition, or of
any structural, mechanical or other defect of material
significance affecting the Real Property.
B. Authority. Seller is a duly established corporation in good
standing. Seller has complete power and authority to sell,
transfer and convey the Personal Property. The signer(s) of this
Agreement are authorized to execute and deliver the same and to
fully bind Seller to the terms hereof.
C. Adverse Possessors, Tenants, Contracts. There are no parties in
possession of any portion of the Real Property as tenants at
sufferance or trespassers, save and except for hotel customers.
There are no leases or other contracts affecting the Real
Property or the Personal Property which will not be terminated at
or before closing or otherwise incorporated in the Purchase
except as noted in Addendum.
D. Adverse Affects. Seller has received no written notice of any
facts or conditions which exist which would result in termination
or limitation of the current access points to the Real Property
or the termination of any utilities servicing the Real Property.
E. Judgments. There are no outstanding judgments against Seller, and
there is no suit, action, claim, demand, arbitration, or legal,
administrative or other proceedings pending or, to the best of
Seller's knowledge, threatened against or affecting the Real
Property or the Personal Property, and Seller does not know or
have reasonable grounds to know of any basis for any such action
or claim, other than those which will be paid in full, at
Seller's sole cost and expense, on or prior to Closing.
PURCHASE AGREEMENT- Page 3
F. Ad Valorem Taxes. On the date of Closing, there will be no unpaid
ad valorem taxes on the Real Property (except to the extent
current taxes are not yet due and payable) or governmental or
special district assessments or levies for sewer, sidewalk, curb,
gutter, water, paving, electrical, gas, storm drainage, park
dedication fees, or other such impositions related to the Real
Property, matured or unmatured, and Seller does not know of any
such threatened assessments or levies.
G. Mechanic's and Materialman Liens. All bills for work done or
materials furnished with respect to the Real Property have been
paid in full or will be paid in full and discharged by Seller at
or prior to Closing.
H. End. The foregoing representations and warranties shall be deemed
to be repeated by Seller on the Closing Date and shall survive
the Closing for a period of one (1) year following the Closing
Date.
Section 3. Property Conveyed "As Is". It is understood and agreed that,
except as expressly set forth in this agreement or in the Closing Documents (as
hereinafter defined), Seller has made no, is not making any, and disclaims any
and all, warranties or representations of any kind or character, express or
implied, with respect to the property, including, by not limited to, warranties
related to suitability for habitation or intended use, merchantability or
fitness for a particular purpose or warranties or representations as to the
condition of the property, matters of title (other than Seller's warranty of
Title set forth in the Special Warranty Deed and Xxxx of Sale to be executed and
delivered at the Closing), use, income potential, availability of access,
ingress or egress, expenses, operating history or projections, valuation,
governmental approvals, compliance with governmental regulations or any other
matter or thing relating to or affecting the property. Buyer agrees that with
respect to the property, Buyer has not relied upon and will not rely upon,
either directly or indirectly, any Representation or Warranty of Seller except
for Specific Representations and Warranties of Seller set forth in this
Agreement or in the Closing Documents. Buyer represents that it is a
knowledgeable buyer of real estate (and particularly hotels) and that, except
for Specific Representations and Warranties of Seller set forth in this
Agreement or in the Closing Documents, it is relying solely on its own expertise
and that of Buyer's Consultants, and that Buyer will conduct such inspections
and investigations of the Property, including, but not limited to, the
physical and environmental conditions thereof, and shall rely upon same, and
upon the Closing, shall assume the risk that adverse matters, including, but not
limited to, adverse physical and environmental conditions, may not have been
revealed by Buyer's inspections and investigations. Buyer agrees that with
respect to the Specific Representations and Warranties set forth in this
Agreement or in the Closing Documents, Seller shall not be liable for any
special, indirect, punitive, exemplary, or other similar types of damages
resulting or arising from or related to the ownership, use, condition,
PURCHASE AGREEMENT- Page 4
location, maintenance, repair or operation of the Property. Buyer acknowledges
and agrees that upon the Closing, Seller shall sell and convey to Buyer and
Buyer shall accept the property "as is, where is" , with all faults, and there
are no oral agreements, warranties or representations, collateral to or
affecting the property by Seller, Seller's Agents or Representatives, or any
third party. Buyer acknowledges that any condition at the Property Buyer
discovers or desires to repair, correct or improve prior to or after the Closing
shall be at Buyer's sole expense. The Terms and Conditions of this Section 3
shall expressly survive the Closing and not merge therein and shall be
incorporated into the Special Warranty Deed to be executed and delivered at the
Closing.
ARTICLE III
TITLE, SURVEY, INSPECTION, REPORTS
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Section 1. Real Property Title Evidence. At least fifteen (15) days
prior to Closing, Seller shall provide Buyer, at Buyer's expense, a current
commitment for title insurance on the Real Property to be issued by a valid
title insurance company duly licensed and committing the title company to insure
the title to the Real Property by an owner's standard current form ALTA policy
(Form B) in the amount of the Purchase Price, free and clear of all liens and
encumbrances other than liens and encumbrances in favor of Lender, and excepting
standard title insurance requirements and exceptions and liens to be satisfied
out of the proceeds of the closing and except such matters as the Buyer may in
its reasonable discretion accept (collectively, the "Permitted Exceptions").
Section 2. Personal Property Evidence. At least fifteen (15) days prior
to Closing, Seller shall provide Buyer, at Seller's cost, any and all
documentation evidencing Seller's ownership of the Personal Property free and
clear of liens and encumbrances except liens to be satisfied out of the proceeds
of Closing.
Section 3. Authority. At least fifteen (15) days prior to Closing,
Seller shall provide Buyer, at Seller's cost, a Certificate of Good Standing, or
its equivalent, from the State of Missouri indicating that Seller is a
corporation in good standing and shall also provide a copy of corporate
resolutions authorizing the corporation to enter into this Agreement for the
sale of its real and personal property interest to the Buyer.
Section 4. Reports, Etc. Within fifteen (15) days after Seller's
execution and delivery hereof, Seller shall provide Buyer copies of any previous
title insurance commitments, surveys, topographical maps, soil reports, engineer
tests or studies, environmental tests or studies and/or any other tests,
studies, reports or documents Seller may have relating to the physical condition
of the Real Property; Seller shall at the same time, provide Buyer with all
available information regarding the existence of any conditional use permit for
the Real Property and Seller shall provide Buyer with a complete inventory of
all Personal Property.
PURCHASE AGREEMENT - Page 5
Section 5. Inspection/Testing. Seller agrees to allow Buyer and/or
Buyers agents reasonable access to the Real Property on prior notice, for the
purpose of conducting such inspections, investigations, tests and studies as
Buyer may deem appropriate. All such activities shall be at Buyer's sole cost,
and Buyer shall indemnify and hold Seller harmless from any and all losses and
damages sustained by Seller as a result of such inspection, investigation, test
and studies.
ARTICLE IV
CONDEMNATION & DAMAGE
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Section 1. Condition. In the event that the Real Property, or a portion
thereof which would substantially affect the viability of Buyer's plans for
development for the property, becomes subject to a bona fide thread of a taking
through formal notification by any governmental or other body duly authorized to
exercise eminent domain rights at any time prior to closing, Buyer shall have
the right, at its option, and upon notice to Seller within twenty (20) days
after notice thereof has been received by Buyer, to either: (1) terminate this
Agreement; or, (2) elect to close otherwise in accordance with the terms of this
Agreement and to accept and receive an assignment of any funds available from
the proceeds of any such taking.
Section 2. Damage. If the buildings on the Real Property shall be
damaged by fire or elements prior to the closing in an amount of not more than
five percent (5%) of the Purchase Price, Seller shall be obligated to repair and
restore such building to the same condition as on the date hereof. If such
damage exceeds five percent (5%) of the Purchase Price, this Agreement may be
terminated at Buyer's or Seller's option. Should Buyer elect to carry out this
Agreement despite such damage, Buyer shall be entitled to the insurance proceeds
relating to the damage.
Section 3. Insurance Settlement. Seller agrees to assign to Buyer all
claims to insurance losses that the property may have sustained.
ARTICLE V
DEFAULT
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Section 1. Buyer's Default. In the event that Buyer shall fail to
purchase the Property in accordance with the terms and conditions of this
Agreement, or otherwise default in the performance of Buyer's obligations
pursuant to this Agreement, for any reason whatsoever other than Seller's
default, Seller shall be paid and shall retain the Earliest Money Deposit as
liquidated damages as Seller's sole remedy hereunder (it being agreed that
actual damages would be diffcult to determine, vague and speculative in nature).
Seller hereby waives any and all other of its rights or remedies, at law or in
equity, for breach of this Agreement by Buyer, including, but not limited to, a
suit to enforce specific performance and a suit for damages.
PURCHASE AGREEMENT- Page 6
Section 2. Seller's Default. In the event that Seller shall default in
the performance of Seller's obligations hereunder, for any reason whatsoever
other than Buyer's default or as otherwise permitted hereunder, as Buyer's only
remedies hereunder, Buyer may, at Buyer's option; (i) purchase the Property
notwithstanding such default pursuant to the remaining terms and provisions of
this Agreement, in which event such default shall be deemed waived; (ii)
terminate this Agreement, in which event Buyer shall be entitled to return of
the Xxxxxxx Money Deposit, and neither Seller nor Buyer shall have any further
obligation hereunder; or (iii) file a suit to enforce specific performance.
Buyer hereby waives any and all other of its rights or remedies, at law or in
equity, for breach of this Contract by Seller, including, but not limited to, a
suit for damages.
ARTICLE VI
CLOSING
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Section 1. Time and Place of Closing. The closing of this transaction
("Closing") must take place at the Title Company, on or before the 17th day of
August, 2000 (the "Closing Date").
Section 2. Events of Closing. At the Closing:
A. Seller must deliver to Buyer a Special Warranty Deed, duly
executed and acknowledged by and in a form acceptable to Seller,
conveying to Buyer the Real Property in indefeasible fee simple,
free and clear of any liens, encumbrances or exception other than
the Permitted Exceptions.
B. ,Seller must deliver to Buyer a Blanket Conveyance and Xxxx of
Sale in a form acceptable to Seller, conveying the Personal
Property.
C. Seller must deliver to Buyer, at Seller's expense, not to exceed
Four Thousand Dollars ($4,000.00) a standard Owner's Policy
of Title Insurance issued by the Title Company conforming to the
requirements of Article III above insuring Buyer's title in
indefeasible fee simple in the amount of the Purchase Price and
containing no exceptions other than the Permitted Exceptions; if
a survey is prepared, upon approval of the Title Company of the
Survey, the survey exception in the Owner's Policy of Title
Insurance must be modified to read "shortages in area" only, and
the additional premium therefore must be paid by Buyer. The Title
Policy must contain no exceptions other than the Permitted
Exceptions.
D. Seller must deliver to Buyer tax certificates from all taxing
authorities having jurisdiction over the Real Property, showing
payments of all ad valorem taxes on said Property through the
calendar year preceding the
PURCHASE AGREEMENT - Page 7
Closing of this Purchase and Sale; in the alternative, in the
event such reports show that there are taxes upon the Property
that are due and owing, Seller may pay the same; in any event,
taxes for current year must be prorated between the parties
pursuant to the provisions of this contract.
E. Seller must deliver to Buyer the Affidavit in form and substance
satisfactory to Buyer that Seller is not a foreign person or
entity subject to the Foreign Investment in Real Property Tax Act
or the Tax Reform Act of 1984; or in the alternative, Seller's
consent to withhold the required amounts of money from the
Purchase Price.
F. Seller must deliver such other evidence of the authority and
capacity of Seller and its representatives as the Title Company
may reasonably require.
G. Seller shall warrant that Property is free of Management
Contracts and Franchise Agreements.
H. Brokers Fee: Seller and Buyer to pay one-half each per separate
agreement.
I. Buyer is advised to have an Abstract of Title with regard to the
Property examined by an Attorney of its choice, or to obtain a
Policy of Title Insurance, Buyer confirms that it has been
advised by Seller to consult an Attorney of its choice.
Section 3. Expenses. At Closing, subject to the provisions of Article
I, Section 4 of this Contract, Seller must pay: (a) Seller's pro rata portion of
the property taxes upon the Property; (b) all expenses of curing any Objections
to the Title Commitment and/or Survey that Seller undertakes to cure; (c)
one-half of any escrow fee; (d) if the Buyer desires to have a survey prepared
of the Property, the Seller must pay the cost of preparation of the Survey; (e)
the premium for the Owner's Policy of Title Insurance and the premium for the
Survey deletion; and (f) its own attorneys' fees, if any.
Buyer must pay (a) all attorney's fees for Buyer's attorneys, and the
cost of preparing the Deed of Trust to secure assumption, Security Agreement,
and other loan-related documents and certificates; and (b) all recording fees.
All other costs and expenses of Closing must be paid by the Party incurring or
requesting the same, or according to the custom or practice of the Title Company
for transactions that are similar to this transaction.
Section 4. Prorations. Real and Personal Property ad valorem taxes must
be prorated to the Closing, based upon actual days involved. Seller is
responsible for all ad valorem taxes and expenses for any period prior to the
Closing subject to Article I, Section 4 of this Contract. The prorations made at
Closing are final and not subject to adjustment subsequent to Closing.
PURCHASE AGREEMENT- Page 8
ARTICLE VII
NOTICES
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Any notices or written communications that are required or permitted to
be delivered pursuant to the provisions of this Contract are deemed properly
delivered as follows:
If by facsimile, such notice or communication is deemed received when
delivered via facsimile machine in the following manner:
to Seller FAX NUMBER: ( )
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to Buyer FAX NUMBER: (000) 000-0000 and (000)000-0000
------------------------------------
If by personal delivery by hand, such notices or communications are
deemed received when actually delivered in the following manner, or if by mail,
the same is deemed received upon the expiration of two (2) business days
following the deposit of the same in a properly addressed, postage pre-paid
envelope, in the following manner:
to Seller: Xxxxxxx XxXxxxx
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910 Washin on Ave.
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Xx. Xxxxx, XX 00000
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to Buyer: Amerand Corporation
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00000 Xxxxxxx Xx., Xxx. 000
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Xxxxxx, Xxxxx 00000
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IN WITNESS WHEREOF, the parties have hereunto set their hands the day
and year first above written.
Accepted by: /s/ Xxxxxxx Xx Xxxxx
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Xxxxxxx Xx Xxxxx for XXXXXXX HOSPITALITY I, INC.
Accepted by: /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx for AMERAND CORPORATION
PURCHASE AGREEMENT-Page 9
