WB-15 COMMERCIAL OFFER TO PURCHASE
GENERAL PROVISIONS
The Buyer, Xxxxxx International, Inc., offers to purchase the Property known as
000 Xxxx Xxxxxxxxxx Xxxxxx xx xxx Xxxx xx Xxxxxxxxx, Xxxxxx xx Xxxxxxxxx,
Xxxxxxxxx
(Additional description, if any:) as per title insurance commitment
- PURCHASE PRICE: Three Hundred Fifty Thousand and 00/100 Dollars
($ 350,000.00):
- XXXXXXX MONEY of $ ---- in the form of ---- accompanies this Offer and
xxxxxxx money of $ ---- in the form of ---- will be paid within ----- days of
acceptance.
- THE BALANCE OF PURCHASE PRICE will be paid in cash or equivalent at closing
unless otherwise provided below.
- ADDITIONAL ITEMS INCLUDED IN PURCHASE PRICE: Seller shall include in the
purchase price and transfer, free and clear of encumbrances, all fixtures, as
defined herein and as may be on the Property on the date of this Offer, unless
excluded below and the following additional items: None. All personal property
included in purchase price will be transferred by Bill of Sale. - ITEMS NOT
INCLUDED IN THE PURCHASE PRICE: __________________________________________.
- PROPERTY CONDITION REPRESENTATIONS: See Addendum A .
- TIME IS OF THE ESSENCE as to: (1) xxxxxxx money payment(s); (2) binding
acceptance; (3) occupancy; (4) date of closing and all other dates and
deadlines in this Offer except ________________________________________________
______________________________________________________________________________.
ACCEPTANCE, DELIVERY AND RELATED PROVISIONS
- BINDING ACCEPTANCE: This Offer is binding upon both parties only if a copy
of the accepted Offer is delivered to Buyer on or before December 31, 1996
- DELIVERY OF DOCUMENTS AND WRITTEN NOTICES: Unless otherwise stated in this
Offer, delivery of documents and written notices to a party shall be effective
only when accomplished in any of the following ways:
(1) By depositing the document or written notice postage or fees prepaid in the
U.S. Mail or a commercial delivery system addressed to the party at:
Buyer: 000 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000
Seller: 000 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000
(2) By giving the document or written notice personally to the party;
(3) By electronically transmitting the document or written notice to the
following telephone number: Buyer: (000) 000-0000
Seller: (000)000-0000 . Any signed document transmitted by fax shall be
considered an original document and shall have the binding and legal effect of
an original document. The signature of any Party upon a faxed document shall be
considered an original signature.
OCCUPANCY AND RELATED PROVISIONS
- OCCUPANCY of the Property shall be given to Buyer at time of closing unless
otherwise agreed in writing.
- LEASED PROPERTY: See Addendum A .
- RENTAL WEATHERIZATION: This transaction is exempt from State of Wisconsin
Rental Weatherization Standards (ILHR 67, Wisconsin Administrative Code). If
not exempt, (Buyer) (Seller) [STRIKE ONE] will be responsible for compliance,
including all costs.
CLOSING AND RELATED PROVISIONS
- CLOSING: This transaction is to be closed at the place designated by
Xxxxx's mortgagee or O'Neil, Xxxxxx & Xxxxxxx, S.C. no later than January 2,
1997, unless another date or place is agreed to in writing.
- CLOSING PRORATIONS: The following items shall be prorated at closing: None.
- SPECIAL ASSESSMENTS: See Addendum
- FORM OF TITLE EVIDENCE: Seller shall give evidence of title by an OWNER'S
policy of title insurance as further described under TITLE EVIDENCE.
- CONVEYANCE OF TITLE: Upon payment of the purchase price, Seller shall
convey the Property by warranty deed (or other conveyance as provided herein)
free and clear of all liens and encumbrances, except: municipal and zoning
ordinances and agreements entered under them, recorded easements for the
distribution of utility and municipal services, recorded building and use
restrictions and covenants, general taxes levied in the year of closing and
None other (provided none of the foregoing prohibit present use of the
Property), which constitutes merchantable title for purposes of this
transaction. Xxxxxx further agrees to complete and execute the documents
necessary to record the conveyance.
PROPERTY IMPROVEMENT, DEVELOPMENT OR CHANGE OF USE.
PROPERTY CONDITION PROVISIONS
- PROPERTY DIMENSIONS AND SURVEYS: Buyer acknowledges that any Property,
building or room dimensions, or total acreage or building square footage
figures, provided to Buyer by Seller or Seller's agent(s), may be approximate
because of rounding or other reasons, unless verified by survey or other
means. Xxxxx also acknowledges that there are various formulas used to
calculate total square footage of buildings and that total square footage
figures will vary dependent upon the formula used.
- INSPECTIONS: Seller agrees to allow Xxxxx's inspectors reasonable access
to the Property upon reasonable notice if the inspections are reasonably
necessary to satisfy the contingencies in this Offer. Xxxxx agrees to
promptly provide copies of all such inspection reports to Seller, and to
listing broker if Property is listed. Furthermore, Xxxxx agrees to promptly
restore the Property to its original condition after Xxxxx's inspections are
completed, unless otherwise agreed with Seller.
- PROPERTY DAMAGE BETWEEN ACCEPTANCE AND CLOSING: Seller shall maintain the
Property until the earlier of closing or occupancy by Xxxxx in materially the
same condition as of the date of acceptance of this Offer. If, prior to the
earlier of closing or occupancy by Buyer, the Property is damaged in an
amount of not more than five per cent (5%) of the selling price, Seller shall
be obligated to restore the Property. If Xxxxxx is unable to restore the
Property, Seller shall promptly notify Buyer in writing and this Offer may be
cancelled at the option of the Buyer. If the damage shall exceed such sum,
Seller shall promptly notify Buyer in writing of the damage and this Offer
may be cancelled at option of Buyer. Should Buyer elect to carry out this
Offer despite such damage, Buyer shall be entitled to any insurance proceeds
relating to the damage to the Property, plus a credit towards the purchase
price equal to the amount of Seller's deductible on such policy.
- PRE-CLOSING INSPECTION: At a reasonable time, preapproved by Seller or
Seller's agent, within 3 days before closing, Buyer shall have the right to
inspect the Property to determine that there has been no significant change
in the condition of the Property, except for changes approved by Buyer.
DEFAULT
Seller and Buyer each have the legal duty to use good faith and due diligence
in completing the terms and conditions of this Offer. A material failure to
perform any obligation under this Offer is a default which may subject the
defaulting party to liability for damages or other legal remedies.
If BUYER DEFAULTS. Seller may:
(1) sue for specific performance and request the xxxxxxx money as partial
payment of the purchase price; or
(2) terminate the Offer and have the option to: (a) request the xxxxxxx
money as liquidated damages; or (b) direct broker to return the xxxxxxx
money and have the option to sue for actual damages.
If SELLER DEFAULTS. Buyer may:
(1) sue for specific performance; or
(2) terminate the Offer and request the return of the xxxxxxx money, sue
for actual damages, or both.
In addition, the Parties may seek any other remedies available in law or
equity.
The Parties understand that the availability of any judicial remedy will
depend upon the circumstances of the situation and the discretion of the
courts. If either Party defaults, the Parties may renegotiate the Offer or
seek nonjudicial dispute resolution instead of the remedies outlined above.
By agreeing to binding arbitration, the Parties may lose the right to
litigate in a court of law those disputes covered by the arbitration
agreement.
NOTE: WISCONSIN LICENSE LAW PROHIBITS A BROKER FROM GIVING ADVICE OR
OPINIONS CONCERNING THE LEGAL RIGHTS OR OBLIGATIONS OF PARTIES TO A
TRANSACTION OR THE LEGAL EFFECT OF A SPECIFIC CONTRACT OR CONVEYANCE.
AN ATTORNEY SHOULD BE CONSULTED IF LEGAL ADVICE IS REQUIRED. Xxxxx's or
Xxxxxx's legal right to xxxxxxx money cannot be determined by broker. In
the absence of a mutual agreement by the Parties, xxxxxxx money will be
distributed as set forth below.
ENTIRE CONTRACT
This Offer, including any amendments, contains the entire agreement of the
Parties regarding the transaction. All prior negotiations and discussions
have been merged into this Offer. This agreement binds and inures to the
benefit of the Parties to this Offer and their successors in interest.
XXXXXXX MONEY
- HELD BY: Xxxxxxx money, if held by a broker, shall be held in the trust
account of the broker drafting the Offer prior to acceptance of Offer and in
the trust account of the listing broker (Xxxxx's agent if Property is not
listed) after acceptance until applied to purchase price or otherwise
disbursed as provided in the Offer. If negotiations do not result in an
accepted offer, the xxxxxxx money shall be promptly disbursed (after
clearance from payor's depository institution if xxxxxxx money is paid by
check) to the person who paid the xxxxxxx money.
- DISBURSEMENT: At closing, xxxxxxx money shall be disbursed according to
the closing statement. If this Offer does not close, the xxxxxxx money shall
be disbursed according to a written disbursement agreement signed by all
Parties to this Offer. If said disbursement agreement has not been delivered
to broker within 60 days after the date set for closing, broker may disburse
the xxxxxxx money: (1) as directed by an attorney who has reviewed the
transaction and does not represent Buyer or Seller; (2) into a court hearing
a lawsuit involving the xxxxxxx money and all Parties to this Offer; (3) as
directed by court order; or (4) any other disbursement required or allowed by
law. Broker may retain legal services to direct disbursement per (1) or to
file an interpleader action per (2) and, in such event, broker may deduct
from the xxxxxxx money any costs and reasonable attorneys fees, not to exceed
$250, prior to disbursement. Should persons other than broker hold xxxxxxx
money, an escrow agreement should be drafted by the Parties or an attorney
for Buyer or Seller.
- LEGAL RIGHTS/ACTION: Xxxxxx's disbursement of xxxxxxx money does not
determine the legal rights of the Parties in relation to this Offer. At least
30 days prior to disbursement per (1) or (4), broker shall send Buyer and
Seller notice of the disbursement by certified mail. If Buyer or Seller
disagree with broker's proposed disbursement, a lawsuit may be filed to
obtain a court order regarding disbursement. Small Claims Court has
jurisdiction over all xxxxxxx money disputes arising out of the sale of
residential property with 1-4 dwelling units and certain other xxxxxxx money
disputes. The Buyer and Xxxxxx should consider consulting attorneys regarding
their legal rights under this Offer in case of a dispute. Both Parties
agree to hold the broker harmless from any liability for good faith
disbursement of xxxxxxx money in accordance with this Offer or applicable
Department of Regulation and Licensing regulations concerning xxxxxxx money.
See Wis. Administrative Code RL 18.
TITLE EVIDENCE
- FORM OF TITLE EVIDENCE: Seller shall give evidence of title (as selected)
under CONVEYANCE OF TITLE to the Property in the form of an owner's policy of
title insurance in the amount of the purchase price on a current ALTA form
issued by an insurer licensed to write title insurance in Wisconsin.
- PROVISION OF MERCHANTABLE TITLE: Seller shall pay all costs of providing
title evidence. For purposes of closing, title evidence shall be acceptable
if the abstract or a commitment for the required title insurance is delivered
to Buyer's attorney or to Buyer not less than 5 business days before closing,
showing title to the Property as of a date no more than 15 days before
delivery of such title evidence to be merchantable, subject only to liens
which will be paid out of the proceeds of closing and standard abstract
certificate limitations or standard title insurance requirements and
exceptions, as appropriate.
- TITLE ACCEPTABLE FOR CLOSING: If title is not acceptable for closing,
Buyer shall notify Seller in writing of objections to title by the time set
for closing. In such event, Seller shall have a reasonable time, but not
exceeding 15 days, to remove the objections, and the time for closing shall
be extended as necessary for this purpose. In the event that Xxxxxx is unable
to remove said objections, Buyer shall have 5 days from receipt of notice
thereof, to deliver written notice waiving the objections, and the time for
closing shall be extended accordingly. If Buyer does not waive the
objections, this Offer shall be null and void. Providing title evidence
acceptable for closing does not extinguish Seller's obligations to give
merchantable title to Buyer.
DEFINITIONS
- ACCEPTANCE: Acceptance occurs when all Buyers and Sellers have signed an
identical copy of the Offer, including signatures on separate but identical
copies of the Offer. See BINDING ACCEPTANCE regarding binding acceptance.
- FIXTURES: A "Fixture" is an item of property which is physically attached
to or so closely associated with land and improvements so as to be treated as
part of the real estate, including, without limitation, physically attached
items not easily removable without damage to the Property, items specifically
adapted to the Property, and items customarily treated as fixtures. A
"fixture" does not include trade fixtures owned by tenants of the Property.
- INSPECTION: An "inspection" as defined as an observation of the Property
which does not include testing of the Property.
- OTHER EXPENSES: In addition to "special assessments for work on site",
government entities may charge one-time or ongoing use fees for other public
improvements relating to curb, gutter, street, sidewalk, sanitary and storm
sewer (including all sewer mains and hook-up and interceptor charges), parks,
street lighting and street trees, and impact fees for other public
facilities, as defined in Wis. Stats. Section 66.55(1)(c) & (f).
- TEST: A "test" is defined as the taking of samples of materials such as
soils, water or building materials from the Property and the laboratory or
other analysis of these materials Note: Any contingency authorizing such
tests should specify the areas of the Property to be tested, the purpose of
the test (e.g. to determine the presence or absence of environmental
contamination), any limitations on Buyer's testing and any other material
terms of the contingency (e.g. Buyer's obligation to return the Property to
its original condition).
PROPERTY DESCRIPTION: 000 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx
- ADDENDA: The attached Addenda A is made part of this Offer.
ADDITIONAL PROVISIONS ________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________ IF ACCEPTED, THIS OFFER CAN CREATE A LEGALLY
ENFORCEABLE CONTRACT. BOTH PARTIES SHOULD CAREFULLY READ THIS DOCUMENT.
BROKERS MAY PROVIDE A GENERAL EXPLANATION OF THE PROVISIONS OF THE OFFER BUT
ARE PROHIBITED BY LAW FROM GIVING ADVICE OR OPINIONS CONCERNING YOUR LEGAL
RIGHTS UNDER THIS OFFER OR HOW TITLE SHOULD BE TAKEN AT CLOSING. AN ATTORNEY
SHOULD BE CONSULTED IF LEGAL ADVICE IS REQUIRED.
This Offer was drafted on December 24, 1996 (date) by N/A
Xxxxxx International, Inc. (Licensee and Firm)
(x)By:/s/ Xxxxx X. XxXxxxxx 12/30/96
---------------------------------- --------------------- ------------
(Buyer's Signature) Print Name here: (Social Security No.) (Date)
(x)
---------------------------------- ------------------------------------
(Buyer's Signature) Print Name here: (Social Security No.) (Date)
XXXXXXX MONEY RECEIPT BROKER ACKNOWLEDGES RECEIPT OF XXXXXXX MONEY AS PER LIEN
10 OF THE ABOVE OFFER.
______________________________ Broker (By)____________________________ SELLER
ACCEPTS THIS OFFER. THE WARRANTIES, REPRESENTATIONS AND COVENANTS MADE IN THIS
OFFER SURVIVE CLOSING AND THE CONVEYANCE OF THE PROPERTY. THE UNDERSIGNED
XXXXXX AGREES TO CONVEY THE ABOVE-MENTIONED PROPERTY ON THE TERMS AND
CONDITIONS AS SET FORTH HEREIN AND ACKNOWLEDGES RECEIPT OF A COPY OF THIS OFFER.
(x) /s/ Xxxxx Xxxxxx 12/30/96
------------------------------- --------------------- ------------------
(Seller's Signature)^ (Social Security No.) (Date)
Print Name here:> Xxxxx Xxxxxx
(x) /s/ Xxxxx Xxxxx 12/30/96
------------------------------- --------------------- -------------------
(Seller's Signature)^ (Social Security No.) (Date)
Print Name here:> Xxxxx Xxxxx
ADDENDUM A
to WB-15 Commercial Offer to Purchase
dated December 24, 1996 for the Property
located at 000 Xxxx Xxxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxx 00000
1. Xxxxx has fully inspected the Property and accepts the Property in an
"As Is" condition, it being understood that Seller makes no warranties
or representations pertaining to conditions affecting the Property or
transaction.
2. Any lease between Buyer and Seller (oral or written) shall be deemed
canceled as of the closing of this transaction. Each party
acknowledges that the other party has fulfilled all the terms of said
lease, and releases the other party from any obligations under said
lease subsequent to the
closing.
3. Xxxxx acknowledges notice of contemplated special assessments from
the City of Milwaukee which Xxxxx assumes. Seller shall have no
liability with respect to any special assessment.
Xxxxxx International, Inc.
By: /s/ Xxxxx X. XxXxxxxx /s/ Xxxxx Xxxxxx
--------------------- ----------------
Xxxxx XxXxxxxx Xxxxx Xxxxxx
Chief Financial Officer
/s/ Xxxxx Xxxxx
-----------------
Xxxxx Xxxxx
