EXHIBIT 10.1
AGREEMENT FOR PURCHASE AND SALE OF PROPERTY
June 24, 2003
President Casinos, Inc.
000 X. Xxxxx Xxxxxx
Xx. Xxxxx, XX 00000
Attn: Xx. Xxxx X. Xxxxxxxxx
Re: President Xxxxxxxxxx Tower
0000 Xxxxx Xxxxxxxxx
Xxxxxx, XX
Gentlemen:
This Offer to Purchase (the "Letter") constitutes a proposal from Site
Realty Inc., a California corporation, a subsidiary of Xxxxxx Xxxx, Inc., a
California corporation (the "Buyer") to purchase from President Xxxxxxxxxx
Hotel, LLC, a Mississippi limited liability company (the "Seller") and an
indirectly owned subsidiary of President Casinos, Inc., a 100% fee simple
interest in the property commonly referred to as the President Xxxxxxxxxx
Tower, a 179-room hotel, situated on 10 acres 25 feet north of the U.S.
Highway 90 right-of-way (except for the southeasterly ten (10) feet of the
Property where the Property shall abut the X.X. Xxxxxxx 00 right-of-way)
known as 0000 Xxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxxxxxx (the
"Property"), as more particularly described in Exhibit A, attached hereto
and by reference incorporated herein, and an access and utility easement
over the 25-foot strip separating most of the Property from U.S. Highway 90,
and the furniture, fixtures and equipment located on the Property and owned
by Seller (the "Personal Property"). This proposal supersedes any other
previous written or oral proposals or communications between the parties.
1. Purchase Price and Terms
The Purchase Price for the Property and the Personal Property shall be Six
Million Five Hundred Thousand Dollars ($6,500,000) (the "Purchase Price"),
payable as follows:
1.1 An xxxxxxx money deposit of Sixty-Five Thousand Dollars ($65,000) to
be deposited in escrow within five (5) business days of opening
escrow, as provided for herein;
1.2 An additional xxxxxxx money deposit of Sixty-Five Thousand Dollars
($65,000) to be deposited in escrow upon approval of contingencies
for a total deposit in escrow of One Hundred Thirty Thousand Dollars
($130,000);
1.3 The remainder of the purchase price to be deposited in escrow in the
amount of Six Million Three Hundred Seventy Thousand Dollars
($6,370,000), five (5) days prior to the anticipated close of escrow.
2. Agreement to Convey
Seller agrees to convey, and Buyer agrees to accept, on the Date of
Closing: (a) title to the Property, subject to the Permitted Exceptions (as
hereinafter
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defined) by Special Warranty Deed; and (b) title to the Personal Property by
Xxxx of Sale. Such Deed shall expressly state that no interest is conveyed
in the U.S. Highway 90 right-of-way nor in the area south of such
right-of-way nor in a 25-foot strip north of said right-of-way extending
from the west side of the Property to a point 10 feet east of the east side
of the Property, and that Seller and its successors and assigns retain such
rights and the exclusive right to lease all uplands, tidelands and fastlands
south of the Property, that Buyer acquires no littoral or riparian rights,
nor other property rights of any kind in such area, all of which are
retained by Seller, and that, if requested by Seller, Buyer will grant to
Seller, its successors and assigns an exclusive perpetual easement over such
area for all lawful uses.
3. Contingency Period
Commencing upon execution of this Letter, Buyer shall have a 90-day period
(the "Contingency Period") and a right of entry to the Property that shall
continue through close or termination of escrow. Seller shall cooperate with
Buyer during the Contingency Period by supplying Buyer with any title
policies or reports, surveys, legal description of the property, aerial
photos, environmental or geo-technical reports, CC&R's, all applicable
leases and leasing information, governmental notices of any type or
character in Seller's possession, all at no cost to Buyer.
3.1 If Buyer, in Buyer's sole and absolute determination, during the
Contingency Period finds the development of the Property not to be
feasible, or any contingency items are disapproved, then and in that
event Buyer may cancel this transaction without penalty and will
provide written notice of such disapproval or termination of the
contract to Seller and thereafter Buyer's deposit shall be returned
and neither party shall have any further rights or responsibilities
to the other.
3.2 Seller shall make available to Buyer all books, records, legal
documents and other information accessible to or known by Seller to
be available within thirty (30) days from the date of the Agreement,
all at no expense to Buyer. Buyer may copy any records, property
infrastructure data, and plans prepared by Seller or in Seller's
possession.
4. Contingencies
Buyer's obligation to close escrow will be subject to, but not limited to,
Buyer's approval or waiver of the following contingencies, during the
Contingency Period. Approval or waiver shall be in the sole and absolute
discretion of Buyer. If Buyer does not approve or waive and make the
additional deposit provided by Section 1.2 by the end of the Contingency
Period, Buyer shall be deemed to have disapproved, Buyer's initial deposit
shall be refunded, and neither party shall have any further obligation to
the other.
Except as otherwise specified in this Section 4, Buyer shall have not less
than sixty (60) days from receipt of data applicable to each contingency
item to be supplied by Seller, but with respect to items to be obtained by
Buyer no more than ninety (90) days from acceptance of this Letter, to
approve or disapprove each contingency called for herein. The contingencies
are:
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4.1 Buyer's approval of a title insurance commitment and extended
coverage supplemental title report, if available, covering the
Property and all underlying exceptions to be provided by Seller at
Seller's expense within fifteen (15) days of the commencement of the
Contingency Period. Buyer shall give Seller notice of objection in
respect of any title exceptions unacceptable to Buyer within thirty
(30) days of the commencement of the Contingency Period. Seller shall
have the right but not the obligation to cure Buyer's title
objections within sixty (60) days after receiving Buyer's notice of
objection.
4.2 Buyer acknowledges receipt of a Phase I Environmental Site Assessment
prepared by Hazclean Environmental Consultants of Jackson,
Mississippi. Within thirty (30) days of execution of this letter,
Seller shall obtain at Seller's cost a letter updating such
Assessment and permitting Buyer and Buyer's lender to rely thereon.
Thereafter Seller shall obtain at Seller's expense such Phase II
and/or Phase III studies as may be called for in the Phase I
assessment. Seller shall provide any environmental, biological,
airport or traffic studies in its possession.
4.3 Within thirty (30) days of execution of this Letter Seller shall
obtain at Seller's cost a current ALTA qualifying survey of the
Property.
4.4 Within ninety (90) days from execution of this Letter, and at no cost
to Seller, Buyer shall complete and approve or disapprove of
engineering and feasibility studies for Buyer's intended use of the
Property as a hotel consisting of 75 hotel rooms, approximately
25,000 square feet of commercial space and approximately 150
condominiums to be built on the rear of the Property. Should Buyer
disapprove of the costs or conditions involved, Buyer shall deliver
to Seller all of Buyer's work product at no charge to Seller.
4.5 Buyer's approval of any existing or proposed assessments to the
property or planned dedications of streets or utility easements.
4.6 Buyer's approval of all documentation: affecting the Property,
including but not limited to, review of all documents set forth on
Exhibit B, attached hereto and by reference incorporated herein.
4.7 Site inspections by Buyer's personnel or other professionals engaged
by Buyer at no cost to Seller.
4.8 Seller shall deliver the subject property to Buyer free and clear of
any liens, leases or encumbrances of any kind except those approved
in writing by Buyer.
4.9 Estoppel certificates in form and substance satisfactory to Buyer
signed by 90 percent of the tenants of the Property; and
4.10 Upon the approval of items 4.1 to 4.9 during the Contingency Period,
the close of escrow shall be contingent upon all such items being
substantially unchanged at the time of close of escrow.
5. Warranties
5.1 Buyer acknowledges that Seller has not made and does not make and is
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unwilling to make any express or implied representations or
warranties as to the present, past or future physical condition,
income, expenses, operation, legality of occupancy or any other
matter affecting or related to the Project, except for the warranties
specifically set forth in this Letter. Buyer agrees to purchase the
Project in its "AS IS" condition. Buyer has not relied upon, and
Seller is not liable or bound in any manner, by any verbal or written
statements, representations, real estate brokers' "setups" or
information pertaining to the Project furnished by any real estate
broker, agent, employee, or other persons unless the same are
expressly set forth in this Letter. The delivery of the deed by
Seller, and the acceptance of the deed by Buyer, shall be deemed to
be the full performance and discharge of every obligation of Seller
to be performed under this Letter prior to the Closing Date and the
truth or waiver of every representation or warranty made by Seller in
this Letter or in any Exhibit attached hereto or in any document,
certificate, affidavit or other instrument delivered by Seller or its
agents at or in connection with the Closing.
5.2 Express Warranties. Seller warrants as follows:
5.2.1 Leases. The Property is subject to no leases except as listed on
Exhibit C, attached hereto and incorporated by reference herein.
5.2.2 Service Agreements. There are no service agreements which are not
terminable at or before Closing except as listed on Exhibit D,
attached hereto and incorporated by reference herein.
5.2.3 Litigation. To the knowledge of Seller, no litigation is pending
or threatened which affects the Property, except as listed on
Exhibit E, attached hereto and incorporated by reference herein.
5.2.4 Code Violations. To the knowledge of Seller, Seller has received
no notices of uncorrected zoning or building violations or
notices of violation or other material notices or communications
from governmental or quasi-governmental authorities or insurance
underwriting agencies in respect of the Property, except as
listed on Exhibit F, attached hereto and incorporated by
reference herein.
5.2.5 Environmental. Seller has no knowledge of the existence or prior
existence on the Property of any Hazardous Substance, except as
described in the environmental assessment and update letter
described above. "Hazardous Substance" is defined as any
substance whose nature and/or quantity of existence, use,
manufacture, disposal or effect, render it subject to Federal,
state or local regulations, investigation, remediation or removal
as potentially injurious to public health or welfare.
5.2.6 Lender Release. Seller will use commercially reasonable efforts
to obtain the agreement of the holder of the first deed of trust
encumbering the Property to release the Property at Closing upon
receipt of the Purchase Price, less commissions, adjustments and
prorations.
5.2.7 Knowledge. The knowledge of Seller means the knowledge of Xxxxx
Xxxxx.
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5.2.8 Survival. The foregoing warranties shall survive the Closing by
eighteen (18) months.
6. Escrow
Within five (5) business days after Seller provides evidence to Buyer that
the holder of the first deed of trust encumbering the Property has agreed to
release such deed of trust at Closing upon receipt of the Purchase Price,
less commissions, prorations and adjustments, the Parties shall open Escrow
(the "Escrow") for the purchase and sale of the property. First American
Title Insurance Company, , , (the "Title Company") shall be escrow holder
and shall provide Preliminary and Final Title reports and issue a Title
Policy. If such agreement is not received within forty-five (45) days after
execution of this Letter by both parties, this Letter shall be of no further
effect and neither party shall have any obligation to the other.
7. Closing
Subject to the provisions of this Letter, the Closing Documents (as
hereinafter defined) shall be delivered by 12:00 noon, central time, on the
business day that is fifteen (15) days after the approval of all
contingencies set forth herein (the "Approval Date"). The "Date of Closing"
or "Closing" shall take place within thirty (30) days thereafter at the
office of an agent of the Title Company, unless otherwise agreed upon in
writing. Contact for all title insurance requirements should be made through
the following office: Xxxxx X. Xxxxxx, Xx., P.A., 0000 Xxxxxxxx Xxxx,
Xxxxxxx, Xxxxxxxxxxx 00000, (000) 000-0000.
8. Adjustments and Prorations
All taxes, including, without limitation, real estate taxes and personal
property taxes, collected rents, charges for utilities, including water,
sewer, and fuel oil, and for utility services, maintenance services,
maintenance and service contracts, all operating costs and expenses, and all
other rents, income, costs, and charges of every kind which in any manner
relate to the ownership of the Property (but not including insurance
premiums) shall be prorated to the Date of Closing, except that, if Seller
does not receive the Purchase Price (by receipt of wired funds or by receipt
in hand of an official bank cashier's check) on the Date of Closing, all
prorations shall be made as of the following business day. If the amount of
said taxes, assessments, or rents is not known on the Date of Closing, they
shall be apportioned on the basis of the amounts for the preceding year,
with a reapportionment as soon as the new amounts can be ascertained. If
such taxes and assessments shall thereafter be reduced by abatement, the
amount of such abatement, less the reasonable cost of obtaining the same,
shall be apportioned between the parties, provided that neither party shall
be obligated to institute or prosecute proceedings for an abatement unless
otherwise agreed. Buyer shall be responsible for the payment of any
assessments or notice of assessments made after the date of Date of Closing
hereof for any public improvement, provided Buyer takes title hereunder.
With respect to security deposits, if any, made by tenants at the Property
and actually received in hand by Seller, Buyer shall receive credit
therefore. Any deposits on utilities paid by Seller shall be returned to
Seller. The foregoing provisions of this Section 8 shall not apply to any
taxes, assessments, or other payments, which are directly payable by tenants
under
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their leases (if any) or reimbursable by such tenants to the owner of the
Property, as landlord, under their leases (if any). On the Date of Closing,
Seller shall deliver to Buyer all inventories of supplies on hand at the
Property owned by Seller, if any, at no additional cost to Buyer. Seller
shall be responsible for and discharge as and when due all obligations
related to the Property which had accrued at or prior to the Date of
Closing.
9. Deliveries
The parties shall deliver through escrow the following:
9.1 Seller's Deliveries. Conditioned upon performance by Buyer hereunder,
Seller shall execute and deliver to Buyer at Closing the following
documents ("Seller's Closing Documents"):
9.1.1 Deed. A special warranty deed conveying marketable title to the
Property subject to the Permitted Exceptions;
9.1.2 Xxxx of Sale. A xxxx of sale, assigning and transferring to Buyer
all of the right, title, and interest of Seller in and to the
Personal Property;
9.1.3 Assignment of Leases. (i) the Leases which are still in effect as
of Closing and any new Leases entered into pursuant to Section
7.3; (ii) a current listing of any tenant security deposits and
prepaid rents held by Seller with respect to the Property; and
(iii) an assignment of such Leases and security deposits, which
will include an indemnification by Seller of Buyer for all
landlord obligations accruing prior to the Date of Closing;
9.1.4 Assignment of Contracts. (i) copies of all Contracts relating to
the Property which Buyer has elected to assume; and (ii) an
assignment of such Contracts, which will include an
indemnification by Seller of Buyer for all owner obligations
accruing prior to the Date of Closing;
9.1.5 Non-Foreign Certificate. A certification that Seller is not a
non-resident alien (a foreign corporation, partnership, trust, or
estate as defined in the Internal Revenue Code and Treasury
Regulations promulgated thereunder);
9.1.6 Assignment of Warranties and Guaranties. An assignment of all
transferable warranties and guaranties then in effect, if any,
with respect to the Improvements or any repairs or renovations to
such Improvements and the Personal Property being conveyed
hereunder;
9.1.7 Books and Records. All books and records relating exclusively to
the Property or in the possession of Seller (other than any
privileged, proprietary or confidential records), including
without limitation plans and specifications and lease
applications, as available; and
9.1.8 Owner's Affidavit. An owner's affidavit and such other similar
documents as are reasonably required from Seller pursuant to the
Title Commitment as a condition precedent to the issuance of an
owner's title insurance policy pursuant to the terms thereof.
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9.1.9 Other Documentation. All other documentation reasonably necessary
to facilitate the Close of Escrow.
9.2 Buyer's Deliveries. Conditioned upon performance by Seller hereunder,
Buyer shall execute and deliver to Seller at Closing the following
documents ("Buyer's Closing Documents"):
9.2.1 Assumption of Leases. An Assumption of the Leases and Security
Deposits, which will include an indemnification by Buyer of Seller
for all landlord obligations accruing on or after the Date of
Closing; and
9.2.2 Assumption of Service Contracts. An assumption of the Contracts
which Buyer has elected to assume, which will include an
indemnification by Buyer of Seller for all owner obligations
accruing on or after the Date of Closing.
9.3 Other Closing Documents. Each party shall deliver to the other party
or the Title Company such duly executed and acknowledged or verified
certificates, affidavits, and other usual closing documents
respecting the power and authority to perform the obligations
hereunder and as to the due authorization thereof by the appropriate
corporate, partnership, or other representatives acting for it, as
counsel for the other party or the Title Company may reasonably
request.
9.3.1 Closing Documents. Seller's Closing Documents, Buyer's Closing
Documents and the documents to be delivered pursuant to this
Letter shall hereinafter be referred to as the "Closing
Documents."
10. Failure to Close Escrow
IF, AFTER APPROVAL OF CONTINGENCIES AS PROVIDED HEREIN, BUYER FAILS TO
CLOSE ESCROW FOR ANY REASON OTHER THAN THE FAULT OF SELLER OR THE FAILURE TO
APPROVE THE CONTINGENCIES SET FORTH HEREIN, THE DEPOSIT SHALL BE KEPT BY THE
SELLER AS LIQUIDATED DAMAGES.
//s//JSA //s//MM [Seller's and Buyer's initials]
Should Seller fail to close as provided herein, Buyer may pursue all rights
and remedies available to Buyer under applicable laws including specific
performance or such damages as may be adjudicated by a court of law,
provided that damages shall not exceed One Hundred Thirty Thousand Dollars
($130,000.00).
11. Escrow Instructions
Escrow instructions shall provide for the following:
11.1 Buyer and Buyer's agents shall have the right of entry into the
Property during the Term of the Contract to perform tests and
inspections of the Property as are deemed reasonable to Buyer, but
shall keep the Property in a lien free condition and hold the Seller
harmless from any claims that may result from Buyer's or Buyer's
agent's actions in this regard. Unless extended as provided herein,
Escrow shall close, the Purchase Price shall be tendered, and title
to the Property shall be transferred not later than thirty (30) days
after the Contingency Period, and closing shall be subject to the
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following conditions:
11.1.1 Title to the Property shall be free and clear of all liens and
encumbrances except the Permitted Exceptions.
11.1.2 All secured claims pertaining to the Property will have been
discharged to the reasonable satisfaction of Buyer's counsel.
11.2 Buyer's approval and/or waver of all contingencies set forth herein
in Buyer's sole and absolute discretion.
11.3 At close of escrow the parties shall bear their own customary costs.
11.3.1 Seller shall pay for;
11.3.1.1 Seller's Counsel
11.3.1.2 All Recording Fees necessary to release liens 11.3.1.3 Sale
Commission 11.3.1.4 Any and all Transfer Taxes 11.3.1.5 One-half of
escrow fees 11.3.1.6 Basic title insurance premium and one-half cost
of title
insurance extended coverage
11.3.1.7 Current survey
11.3.2 Buyer shall pay for:
11.3.2.1 Buyer's counsel.
11.3.2.2 All costs related to Buyer's inspection reports 11.3.2.3
Recording of Deed 11.3.2.4 One-half cost of extended coverage 11.3.2.5
One-half of escrow fees
11.3.3 The following items shall be prorated as of the date of closing:
11.3.3.1 All expenses, including property taxes.
11.3.3.2 All rental income.
11.3.4 All security deposits of any nature are to be transferred to
Buyer.
11.3.4.1 If any of the conditions set forth herein are not satisfied
as of the close of escrow and as a result of this fact,
Buyer elects to cancel, the Deposit shall be returned to
Buyer and the escrow shall be canceled. Thereafter, neither
party shall have any rights or responsibilities to the
other. Should Buyer elect not to cancel, then and in that
event, Buyer may seek all remedies available under
applicable law including specific performance, provided that
monetary damages shall be limited to $130,000.
11.3.4.2 Purchase Price includes the Property and the Personal
Property, including all plans, specifications, warranties,
permits, marketing data and materials and other
documentation pertaining exclusively to the Property to
which the Seller may have access or have in its possession.
At close of escrow, Seller shall deliver to Buyer an
assignment of the documentation, a xxxx of sale for the
personal property, and a special warranty deed of the
Property.
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12. Casualties or Condemnation.
In the event that prior to the Date of Closing either the Improvements are
damaged or destroyed, in whole or in part, by fire or other cause, or any
portion of the Property becomes the subject of a condemnation proceeding by
a public or quasi-public authority having the power of eminent domain, then
either (a) the parties shall proceed with the transaction contemplated
herein, in which event Buyer shall be entitled to receive any insurance
proceeds or condemnation awards, or (b) in the event such damage,
destruction, or condemnation involves, in the reasonable estimation of
Seller, a loss in an amount in excess of ten per cent (10%) of the Purchase
Price, or loss of all or a material portion of access to the Property, Buyer
then, at its option, may terminate this Letter by notice to the Seller
within ten (10) days of Buyer's receipt of Seller's notice of such damage or
proceeding, in which case the Deposit shall be refunded, and thereafter
neither party shall have any further obligation or liability to the other by
virtue of this Letter, except as otherwise expressly provided herein.
13. Notices.
All notices required or permitted to be given hereunder shall be in
writing and sent by overnight delivery service (such as Federal Express), in
which case notice shall be deemed given on the day after the date sent, or
by personal delivery, in which case notice shall be deemed given on the date
received, or by certified mail, in which case notice shall be deemed given
three (3) days after the date sent, or by fax (with copy by overnight
delivery service), in which case notice shall be deemed given on the date
sent, to the appropriate address indicated below or at such other place or
places as either Buyer or Seller may, from time to time, respectively,
designate in a written notice given to the other in the manner described
above.
To Seller: President Casinos, Inc.
000 X. Xxxxx Xxxxxx
Xx. Xxxxx, XX 00000
Attn: Xx. Xxxx X. Xxxxxxxxx
Facsimile No.: 000-000-0000
Telephone No.: 000-000-0000
With Copy To: Xx. Xxxxx Xxxxxxxx
President Casinos, Inc.
000 X. Xxxxx Xxxxxx
Xx. Xxxxx, XX 00000 Telephone No.: 000-000-0000
With Copy To: Xxxxxx X. Xxxxxxx, Esq.
Xxxxxxxx Xxxxxx LLP
One XX Xxxx Xxxxx
Xx. Xxxxx, XX 00000
Facsimile No.: 000-000-0000
Telephone No.: 000-000-0000
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To Buyer: Xxxxxx Xxxx, Inc.
0000 Xxxx Xxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, XX 00000-0000
Attn: Xx. Xxxxxxx X. Xxxxx
Facsimile No.: 000-000-0000
Telephone No.: 000-000-0000
With Copy To: Xxxxxxx X. Xxxxxxx, Attorney at Law
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Facsimile No.: 000-000-0000
Telephone No.: 000-000-0000
14. Confidentiality.
During the pendency of the Contingency Period and escrow, Seller shall not
enter into any agreement pertaining to the Property regarding marketing or
sale of the Property or any agreement regarding rental, management,
maintenance, repair, or other matter affecting the Property outside the
ordinary course of business without the prior written consent of Buyer.
Buyer's consent shall not be unreasonably withheld or delayed.
15. Commission.
Seller shall be responsible for the payment of real estate commissions or
fees, if any, incurred as a result of this transaction. Seller's liability
for commissions shall be limited to $50,000. Seller warrants that it has not
dealt with any agents or brokers other than Xxx Xxxxxxx or Xxxx Xxxxxxxxxx
and Buyer shall hold Seller harmless from claims by any other agent or
broker with whom it has dealt. Buyer warrants that it has dealt with no
other broker or agent regarding this transaction other than Xxx Xxxxxxx or
Xxxx Xxxxxxxxxx and Seller shall hold Buyer harmless from the claims by any
other agent with whom it has dealt.
16. Entire Agreement.
This Letter, executed in duplicate, sets forth the entire agreement
between the parties and may not be canceled, modified, or amended except by
a written instrument executed by both Seller and Buyer.
17. Counterparts.
This Letter may be executed and delivered in any number of counterparts,
each of which so executed and delivered shall be deemed to be an original
and all of which shall constitute one and the same instrument.
18. No Reservation.
No rights shall exist between the parties until Buyer and Seller execute
this Letter.
This Letter is intended to be a binding statement of the general terms of
an Agreement for Purchase and Sale. It is subject to reasonable modification
as provided for in the preparation of the Escrow Instructions by the
parties, and their respective counsel.
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19. Confidentiality.
This Letter shall be between the signed parties and be maintained in
strict confidence to the general public and employees of Seller.
20. Governing Law.
This Letter shall be governed, interpreted and construed in accordance
with the laws of the State of Mississippi.
21. Assignability.
This Letter may be assigned to a limited liability company, a managing
member of which is Buyer or Xxxxxxx X. Xxxxx. Buyer shall not be released
from any obligations hereunder by such assignments.
Very truly yours,
SITE REALTY, INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Xxxxxxx X. Xxxxx
Chief Executive Officer
This Letter shall become a legally binding agreement when executed by the
parties hereto.
AGREED AND ACCEPTED AS TO THE ABOVE:
SELLER:
PRESIDENT XXXXXXXXXX HOTEL, LLC
BY: XXXXXXXXXX HOTEL, INC., MEMBER MANAGER
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: President & C.O.O.
Date: June 24, 2003
