XXXXXXX MONEY CONTRACT
THIS IS A CONTRACT whereby XXX X. XXXXXXXXXXXXX, TRUSTEE herein called
Seller, agrees to sell to INDUSTRIAL DATA SYSTEMS, CORP., herein called Buyer,
who agrees to purchase, upon terms and provisions hereof, the following
described real property and improvements, in its present condition, situated in
Xxxxxx County, Texas, to-wit:
4.5995 acres of land, lying and being situated in the X.X. Prior Survey,
Abstract 635, Xxxxxx County, Texas and being a part of Xxxx 00 xxx 00 xx
Xxxxx Xxxxxxx Xxxxxxx Subdivision, Section 3, according to plat thereof
recorded in Volume 275, Page 263, Deed Records of Xxxxxx County, Texas
and being more particularly described by metes and bounds as follows:
Commencing at a point in the centerline of Windfern Road, formerly known
as Xxxx Road, based on 80 feet in width, same being the southwest corner
said Lot 17;
Thence N 87 (degrees) 49 (minutes) 54 (seconds) E, 40.00 feet to a point
in the east right of way line of said road;
Thence N 02 (degrees) 10 (minutes) 06 (seconds) W, along said right of
way line, 305.00 feet to a 3/4 (inch) iron pipe and the place of
beginning of the tract herein described;
Thence N 02 (degrees) 10 (minutes) 06 (seconds) W, continuing along the
east right of way line of Windfern Road, 260.00 feet to a 1 (inch) iron
pipe for corner;
Thence N 87 (degrees) 49 (minutes) 54 (seconds) E, parallel to the south
line of Lots 17 and 18, a distance of 770.60 feet to a 1 (inch) iron
pipe in the east line of Lot 18 for corner;
Thence S 02 (degrees) 10 (minutes) 06 (seconds) E, along the east line
of Lot 18, a distance of 260.00 feet to a 5/8 (inch) iron rod for
corner;
Thence S 87 (degrees) 49 (minutes) 54 (seconds) W, parallel to the south
line of Lots 17 and 18, a distance of 770.60 feet to the point or place
of beginning and containing as aforesaid 4.5995 acres of land.
The total sales price is $500,000.00 payable as follows: $500,000.00 cash,
of which Buyer agrees to forthwith deposit with Xxxxxxx Title Company, Escrow
Agent, the sum of $100.00 as Xxxxxxx Money, to bind this sale.
Closing date shall be February 15, 1997 or such earlier date as mutually
agreed upon by the parties.
At least sixty (60) days prior to Closing, Seller shall cause the Title
Company to issue and deliver a Commitment for Title Insurance (the "Title
Commitment") to Buyer, accompanied by true and legible copies of all recorded
instruments creating or evidencing encumbrances against all or part of the
Property and committing the Title Company to furnish the Title Policy to Buyer
at Closing. The Owner's Title Policy shall be in the amount of the Purchase
Price. If any encumbrance or other matters referred to in the Title Commitment
are unacceptable to Purchaser in its sole discretion, Purchaser shall give
written notice to Seller given on or before thirty (30) days after the date on
which Purchaser's attorney receives the Title Commitment, true and legible
copies of such instruments, whereupon Seller may, but shall not be obligated to
cure the same; provided, however, Seller shall be obligated to satisfy any liens
encumbering the Property which have arisen by, through or under Seller or which
are created after the effective date of this Agreement. Matters listed on
Exhibit "A" shall be deemed permitted exceptions and shall not constitute
objections to title. In the event Seller is unable to cure such objectionable
matters on or before the thirty (30) days following notice from Buyer, Buyer
shall elect to either (a) terminate this Agreement whereupon all Xxxxxxx Money
(hereinafter defined) shall be refunded to Purchaser and neither party hereto
shall have any further rights, duties or obligations one to the other hereunder
or (b) waive such uncured objections and proceed to Closing without reduction in
the Purchase Price.
Seller is to furnish Buyer an Owner's Policy of Title Insurance issued by
Xxxxxxx and Title Company, tax certificates showing no delinquent taxes,
(current taxes to be prorated to date of closing) a General Warranty Deed to be
recorded at Buyer's expense, conveying good and marketable title subject only to
any liens to be created or assumed hereunder and the following:
1. Present restrictions, if any, existing against said property,
2. Existing Building and Zoning Ordinances, if any,
3. Rights of parties in possession,
4. All oil, gas and minerals reserved by Seller's predecessors in
title, and all currently valid oil, gas and mineral leases.
5. All visible and apparent easements.
6. Permitted exceptions shown as Exhibit "A".
7. Lease Agreement between Seller and THERMAIRE, INC.
If Owner's Policy of Title Insurance is to be furnished hereunder, the same
is to be delivered as and when the sale is closed, which shall be on or before
February 15, 1997, unless attorneys for said Title Company discover objections
to title, in which case sale is to be closed when objections are removed,
provided the objections are removed within a reasonable time, which in no event
shall extent beyond 18 months from date hereof.
Time is of the essence of this contract.
Upon failure of Buyer to comply herewith, Sellers' sole remedy shall be to
retain the xxxxxxx money as liquidated damages. If title is found objectionable
and is not cleared within the time herein provided, or upon failure of Seller to
comply herewith for any other reason, Buyer may demand back the xxxxxxx money,
thereby releasing Seller from this contract, or Buyer may either enforce
specific performance hereof or seek such other relief as may be provided by law.
Within 60 days from the date hereof, Buyer shall at its own cost and
expense have such environmental, structural or other inspections, tests, or
studies as it deems necessary in order to assure it that the property and
building are suitable for its intended purpose. Provided however, Buyer agrees
to indemnify Seller from and against any costs of such inspections or tests. If
Buyer determines in its sole discretion that the property or building is not
suitable for its intended purposes it may terminate this Contract.
An environmental study of the property has revealed unacceptable levels of
lead on a portion of the property. Seller has agreed to remediate the
contamination prior to closing at Seller's expense. After remediation, readings
for total lead will be less than 100 ppm (mg/mk) based on test method
SW-846/6010. Confirmation test results will be furnished.
Taxes are to be prorated to date of Closing.
Seller is to pay for costs of title policy and one-half (1/2) of other
Closing costs. Buyer is to pay for cost of survey if desired, costs of all
inspections and one-half (1/2) of other Closing costs.
Seller shall also assign all rights to receive accrued and unpaid rental
under the current lease without adjustment to the purchase price.
EXECUTED in multiple copies this 15th day of August, 1995.
SELLER: BUYER:
INDUSTRIAL DATA SYSTEMS, CORP.
/s/ XXX X. XXXXXXXXXXXXX /s/ XXXXXXX X. XXXXXX
XXX X. XXXXXXXXXXXXX, TRUSTEE Name: XXXXXXX X. XXXXXX
Title: President
Receipt of check in the amount of $
is hereby acknowledged.
Escrow Agent
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EXHIBIT "A"
PERMITTED EXCEPTIONS
1. Ten foot utility easement to Houston Lighting & Power Co. with ten foot by
twenty foot aerial easement adjacent thereto as reflected by instrument
recorded in Volume 4759, Page 36 Deed Records of Xxxxxx County, Texas.
2. Easement for power line running north and south through property as shown by
survey dated August 4, 1972 made by Xxxxxx X. Xxxxxxx, Registered Public
Surveyor, No. 1578.
3. Power line on a portion of the east side and across the north part of above
property as shown by survey dated August 4, 1972 made by Xxxxxx X. Xxxxxxx,
Registered Public Surveyor No. 1578.
4. Mineral lease dated August 16, 1966 recorded in Volume 2004, Page 497
Contract Records from Geo. X. Xxxxxx, et al to Xxxxxx X. Xxxx and assigned
to Pan American Petroleum Corp. by instrument recorded in Volume 2012, Page
429 Contract Records of Xxxxxx County, Texas.
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