Exhibit 2.1
REAL ESTATE CONTRACT
THIS REAL ESTATE CONTRACT (this "Contract") is entered into this 30th
day of June, 2001, by and among AMERICAN PHYSICIANS SERVICE GROUP, INC., a Texas
corporation ("APSG"), and APS REALTY, INC., a Delaware corporation ("APSR")
(collectively, "Sellers" and individually, "Seller") and PRIME MEDICAL
MANAGEMENT, INC., a Nevada corporation ("Buyer"), who, for good and valuable
consideration, agree as follows:
1. SALE; PROPERTY. Each Seller agrees to sell and convey its
respective interests in, and Buyer agrees to purchase and pay for, the following
described property, all of which is referred to in this Contract as "Property":
(a) LAND. The tract of land described as follows: Being the
units in the Capital View Center Condominiums located in Xxxxxx County, Texas,
and more fully described in the Exhibit "A" attached hereto and made a part
hereof.
(b) APPURTENANCES. All of Seller's rights and appurtenances to
the Land, including, without limitation, any right, title and interest of Seller
in and to any and all easements and adjacent streets, waterways, roads, alleys
or rights-of-way, open or proposed, and all rights, titles and interests of
Seller in and to any reversionary rights, if any, attributable or appurtenant to
the Land.
(c) IMPROVEMENTS. Any and all buildings, structures,
fixtures or other improvements located on the Land.
(d) PROPERTY CONDITION. At Closing, Seller will convey and
deliver its Property to Buyer in its then existing, as is, where is, condition.
Seller shall not be required to make any alterations, additions or improvements
to its Property. Except as otherwise provided herein, Seller makes no
representations or warranties as to its Property or any information delivered by
Seller to Buyer in connection with its Property.
2. PURCHASE PRICE. Subject to the conditions of this Contract,
Buyer agrees to pay the following purchase price in the following manner at
Closing (as hereinafter defined):
(a) PURCHASE PRICE. Buyer agrees to pay the purchase
price of Six Million Seventy-Five Thousand and No/100 Dollars ($6,075,000.00)
for the Property. This amount shall be allocated as follows:
$1,591,000 to APSG for its Property and $4,484,000 to APSR for its Property.
(b) CASH PAYMENT. The total amount of the Purchase
Price shall be paid in cash at the Closing.
3. TITLE COMMITMENT.
(a) TITLE COMMITMENT. Buyer, if requested by Buyer's lender,
at Buyer's sole cost and expense, shall obtain a commitment for an owner's
policy of title insurance ("Title Commitment")
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in the amount of the Purchase Price from Title Company. Buyer shall notify
Sellers in writing of those items shown in the Title Commitment which Buyer
finds objectionable ("Title Objections"). Each Seller may, but shall have no
obligation to correct or remove the Title Objections specific to its Property.
If the Title Objections are not corrected or deleted to Buyer's satisfaction
prior to closing, then Buyer may either:
(1) Terminate this Contract by written notice
to Sellers and Title Company, in which event the Title Company shall refund the
Escrow Deposit to Buyer, and all parties shall be released from all further
obligations under this Contract; and/or
(2) Waive all or any of the Title Objections
and close the transaction with no reduction in the Purchase Price.
(b) PERMITTED EXCEPTIONS. The standard printed exceptions
on a TLTA Form-1, all other exceptions appearing on the Title Commitment which
are not Title Objections or Title Objections waived by Buyer shall be
"Permitted Exceptions."
4. SELLERS' REPRESENTATIONS. With respect to itself and its
respective Property, each Seller represents to Buyer as follows:
(a) SELLER'S AUTHORITY. The person signing this Contract on
behalf of Seller has the full right, power, and authority to enter into this
Contract as Seller, and to carry out Seller's obligations, including the
conveyance of its Property to Buyer as provided in this Contract, without the
joinder of any other person.
(b) COMPLIANCE WITH REGULATIONS. Seller has not received
any written notice that its Property violates any restrictive covenant, or any
city, county, state or federal regulation, ordinance or statute.
(c) MECHANIC'S LIENS. As of the Closing, there will be no
unpaid bills for labor or materials furnished to Seller in connection with its
Property that could cause a mechanic's or materialmen's lien to be filed against
its Property.
(d) CONDEMNATION. To the current actual knowledge of Seller,
there is no pending condemnation or similar proceeding affecting its Property,
nor has Seller any current actual knowledge that any such action is presently
threatened or contemplated.
The representations of each Seller set forth in this Section are made
as of the date hereof. Each Seller makes no representation that there will be no
change in any of the representations of Seller set forth herein prior to
Closing; however, each Seller agrees that it will not take any action to cause a
breach of any of its representations. The representations of each Seller set
forth herein shall not survive the Closing, but shall merge therein.
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5. CLOSING.
(a) DATE AND PLACE. The consummation of the sale and purchase
of the Property contemplated by this Contract (the "Closing") shall occur on or
before June 30, 2001 (the "Closing Date"). The exact date shall be specified in
a written notice from Buyer to Sellers. The Closing shall occur in the offices
of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P., 000 Xxxxxxxx Xxxxxx, Xxxxx 0000,
Xxxxxx, Xxxxx 00000.
(b) SELLERS' OBLIGATIONS AT CLOSING. At the Closing, each
Seller, at its sole cost and expense, shall deliver, or cause to be delivered,
to Buyer the following with respect to its own Property:
(1) SPECIAL WARRANTY DEED. Seller shall execute
and deliver to the Title Company for recording a Special Warranty Deed, fully
executed and acknowledged by Seller, conveying indefeasible fee simple title to
the Property, subject only to the Permitted Exceptions.
(2) OTHER INSTRUMENTS. Seller shall execute and
deliver such other documents as are customarily executed in Texas in connection
with the conveyance of real property, including all required closing statements,
releases, affidavits, evidences of authority to execute the documents, and any
other instruments that may be required by the Title Company.
(3) POSSESSION. Seller shall deliver possession
of the Property to Buyer at Closing.
(4) ROLL-BACK TAXES. If the Property has been
assessed as "open space" or "agricultural" land, Buyer agrees to pay all
subsequent ad valorem tax assessments and penalties for any period prior to the
Closing due to any change in ownership or usage of the Property. The foregoing
provisions shall survive termination of this Contract.
(5) FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT
REQUIREMENTS. Seller and Buyer agree to
comply with all requirements of the Foreign Investment In Real Property Tax Act,
as amended, and applicable IRS Regulations ("FIRPTA"). If Seller is not a
"foreign person" as defined in FIRPTA, this requirement includes the delivery of
a Certificate at Closing verifying that Seller is not a foreign person. If
Seller is a foreign person or if Seller fails to deliver the required
Certificate, Seller acknowledges that a portion of the Purchase Price that would
otherwise be paid to Seller at the Closing must be withheld in order to comply
with the FIRPTA requirements.
(c) Buyer's Obligations At Closing.
(1) CONDITIONS FOR CLOSING. Buyer shall
not be obligated to close this transaction until all of the requirements and
conditions for the Closing have been performed as required herein. At Buyer's
option, any of such conditions that are unsatisfied at the time of Closing may
be waived by Buyer.
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(2) PAYMENT OF PURCHASE PRICE. At the Closing,
Buyer shall pay the Purchase Price in cash.
(d) CLOSING COSTS. Each Seller, in their prorata
portions, and Buyer agree to pay the following costs at the Closing:
(1) PAID BY SELLER. Seller agrees to pay (according
to its prorata portion) the cost of preparing the Special Warranty
Deed; the premium for the Owner"s Title Policy, if required; the cost
of preparing and recording any releases and other documents necessary
to convey the Property in accordance with this Contract; one-half (1/2)
of any escrow or closing fee charged by the Title Company; and any
other similar closing costs customarily paid by a seller of real
property.
(2) PAID BY BUYER. Buyer agrees to pay the recording
fees for the Special Warranty Deed; one-half (1/2) of any escrow or
closing fee charged by the Title Company; the lender's fees and
charges, the premium for the Mortgagee's Title Policy, if required, and
any other similar closing costs customarily paid by a Buyer of real
property.
(e) PRORATIONS. All ad valorem taxes relating to the Property
for the year of the Closing shall be prorated as of the date of Closing among
Sellers, as to their respective Property, and Buyer. If the amount of taxes for
that year are not known at the time of Closing, the prorations shall be based on
the taxes for the year prior to Closing.
6. DEFAULTS AND REMEDIES.
(a) BUYER'S DEFAULT AND SELLER'S REMEDIES. Buyer shall be
deemed to be in default under this Contract if all of Buyer's conditions to
Closing have been satisfied and Buyer fails or refuses to perform Buyer's
obligations at Closing for any reason other than a default by a Seller or
termination by Buyer under some provision of this Contract. If Buyer is deemed
to be in default under this Contract, either Seller may, at its sole option, do
any one or more of the following: (i) terminate this Contract by written notice
delivered to Buyer on or before the date of Closing; (ii) enforce specific
performance of this Contract against Buyer; (iii) exercise any other right or
remedy each Seller may have at law or in equity by reason of such default,
including recovery of any damages suffered by such Seller because of the default
by Buyer.
(b) SELLERS' DEFAULTS AND BUYER'S REMEDIES. A Seller shall be
deemed to be in default under this Contract on the occurrence of any of one or
more of the following events: (i) any of a Seller's warranties or
representations set forth in this Contract is or becomes untrue at anytime on or
before the Closing; or (ii) a Seller fails to meet, comply with or perform any
covenant, agreement or obligation within the time limits and in the manner
required in this Contract. If a Seller is deemed to be in default under this
Contract, Buyer may, at Buyer's sole option, do any one or more of the
following: (i) terminate this Contract by written notice delivered to Sellers on
or before the date of Closing; or (ii) enforce specific performance of this
Contract against the defaulting Seller.
(c) ATTORNEY'S FEES. If any party to this Contract defaults in
the performance required hereunder, and the non-defaulting party employs an
attorney to enforce the terms
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hereof, such non-defaulting party shall be entitled to reasonable attorney's
fees from the defaulting party if such non-defaulting party prevails in any
litigation to enforce this Contract.
7. COMMISSION.
(a) Indemnity. SELLERS AND BUYER EACH WARRANT AND REPRESENT TO
THE OTHERS THAT NONE OF THEM HAS DEALT WITH ANY AGENT OR BROKER IN CONNECTION
WITH THE SALE AND PURCHASE OF THE PROPERTY, AND SELLERS AND BUYER EACH AGREE TO
INDEMNIFY AND HOLD THE OTHER PARTIES HARMLESS FROM ANY LOSS, LIABILITY, OR
EXPENSE SUFFERED BY ANOTHER PARTY BY REASON OF A BREACH OF SUCH WARRANTY AND
REPRESENTATION. THE FOREGOING INDEMNITY SHALL SURVIVE TERMINATION OF THIS
CONTRACT.
(b) NOTICE. Buyer is hereby advised by Sellers that Buyer
should have the abstract covering the Property examined by an attorney of the
Buyer's own selection, or that such Buyer should be furnished with or obtain a
policy of title insurance, and by signing this Contract Buyer acknowledges
receipt of this notice.
8. NOTICE. All notices, demands and requests which may be given or
which are required to be given by any party to the other parties, and any
exercise of a right of termination provided by this Contract, shall be in
writing and shall be deemed effective when: (i) personally delivered to the
intended recipient; (ii) sent, by certified or registered mail, return receipt
requested, addressed to the intended recipient at the address specified below;
(iii) delivered in person to the address set forth below for the party to whom
the notice was given; (iv) deposited into the custody of a recognized overnight
delivery service, addressed to such party at the address specified below; or (v)
sent by facsimile, provided that receipt for such facsimile is verified by the
sender and followed by a notice sent in accordance with one of the other
provisions set forth above. For purposes of this Section 9, the addresses of the
parties for all notices are as follows (unless changed by similar notice in
writing given by the particular person whose address is to be changed):
If to a Seller: American Physicians Service Group, Inc.
0000 Xxxxxxx xx Xxxxx Xxxxxxx
Xxxxx X-000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxxxxx
Phone No. (000) 000-0000
Fax No. (000) 000-0000
APS Realty, Inc.
0000 Xxxxxxx xx Xxxxx Xxxxxxx
Xxxxx X-000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxxxxx
Phone No. (000) 000-0000
Fax No. (000) 000-0000
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If to Buyer: Prime Medical Management, Inc.
0000 Xxxxxxx xx Xxxxx Xxxxxxx
Xxxxx X-000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxxxxx
Phone No. (000) 000-0000
Fax No. (000) 000-0000
9. MISCELLANEOUS.
(a) ASSIGNMENT OF CONTRACT. This Contract may not be
assigned by Buyer without the prior, written consent of Sellers, such consent
not to be unreasonably withheld.
(b) SURVIVAL OF COVENANTS. Any of the representations,
warranties, covenants and agreements of the parties, as well as any rights and
benefits of the parties, pertaining to a period of time following the Closing
shall survive the Closing and shall not be merged therein.
(c) Texas Law to Apply. THIS CONTRACT SHALL BE CONSTRUED
UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AND ALL OBLIGATIONS
OF THE PARTIES CREATED BY THE CONTRACT ARE PERFORMABLE IN XXXXXX COUNTY.
(d) PARTIES BOUND. This Contract shall be binding upon
and inure to the benefit of the parties to this Contract and their respective
heirs, executors, administrators, legal representatives, successors and assigns.
(e) LEGAL CONSTRUCTION. In case any one or more of the
provisions contained in this Contract shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provision of the Contract, and
this Contract shall be construed as if such invalid, illegal, or unenforceable
provision had never been contained in the Contract.
(f) PRIOR AGREEMENTS SUPERSEDED. This Contract constitutes
the sole and only agreement of the parties to the Contract and supersedes any
prior understandings or written or oral agreements between the parties
concerning the purchase of the Property.
(g) TIME OF ESSENCE. Time is of the essence of this
Contract.
(h) GENDER. Words of any gender used in this Contract shall be
held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.
(i) MULTIPLE COUNTERPARTS. This Contract may be executed in a
number of identical counterparts which, taken together, shall constitute
collectively one (1) agreement; but in making proof of this Contract, it shall
not be necessary to produce or account for more than one such counterpart.
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(j) DAYS AND DEADLINES. As used in this Contract, "days" shall
mean and refer to calendar days. However, if a deadline falls or notice is
required on a Saturday, Sunday or a legal banking holiday, then the deadline or
notice shall be extended to the next calendar day which is not a Saturday,
Sunday or a legal banking holiday.
(k) EFFECTIVE DATE. The Effective Date of this Contract
shall be the date of the last party (Buyer or Sellers) to sign.
EXECUTED by Sellers on June 30, 2001.
SELLERS:
AMERICAN PHYSICIANS SERVICE GROUP, INC., a Texas corporation
By:
/s/ X.X. Xxxxx
------------------------
Name:
X.X. Xxxxx
------------------------
Title:
Sr. Vice President
------------------------
APS REALTY, INC., a Delaware corporation
By:
/s/ X.X. Xxxxx
-------------------------
Name:
X.X. Xxxxx
-------------------------
Title:
Vice President
-------------------------
EXECUTED by Buyer June 30, 2001.
BUYER:
PRIME MEDICAL MANAGEMENT, INC., a Nevada corporation
By:
/s/ Xxxxxx Xxxxxxxx
-------------------------------
Name:
Xxxxxx Xxxxxxxx
-------------------------------
Title:
Sr. Vice President, Finance
-------------------------------
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Exhibit A
Legal Description
APSG Land:
---------
The Units described below, together with the appurtenant interests in Common
Elements as described below of the Capital View Center Condominiums (formerly
known as the Xxxxxx/Xxxxxxxx Center Condominiums), a condominium project in
Xxxxxx County, Texas, established pursuant to the Enabling Declaration and
Master Deed for the Establishment of a Condominium Regime for the
Xxxxxx/Connally Center Condominiums, Xxxxxx County, Texas, dated December 12,
1983, recorded on December 16, 1983, in Book 8374, Pages 161 through 211 of the
Xxxxxx County Real Estate Records, Xxxxxx County, Texas, as amended by the First
Amendment to the Enabling Declaration and Master Deed for the Establishment of a
Condominium Regime for the Xxxxxx/Xxxxxxxx Center Condominiums dated November
10, 1987, recorded on February 1, 1988, in Book 10569, Pages 483 and 484 of the
Xxxxxx County Real Estate Records, Xxxxxx County, Texas, as further amended by
the Second Amendment to the Enabling Declaration and Master Deed for the
Establishment of a Condominium Regime for the Capital View Center Condominiums
to Provide for the Reconfiguration of Xxxxx 0-X-0, 0-X-0, 0-X-0, and 5-A-2,
dated March 1, 1991, recorded on March 15, 1991, in Book 11394, Pages 683
through 687 of the Xxxxxx County Real Estate Records, Xxxxxx County, Texas, as
further amended by the Third Amendment to the Enabling Declaration and Master
Deed for the Establishment of a Condominium Regime for the Capital View Center
Condominiums to Provide for the Reconfiguration of Xxxx 0-X-0 dated April 6,
1995, recorded on April 14, 1995 in Book 12416, Pages 328 through 346 of the
Xxxxxx County Real Estate Records, Xxxxxx County, Texas, located on a parcel of
land being all of Xxxxxx and Xxxxxxxx Subdivision, as recorded in Book 82, Pages
346 and 347 of the Xxxxxx County Plat Records, Xxxxxx County, Texas:
Unit No. Building Square Feet % of Appurtenant Interests in Common Elements
------- -------- ----------- --------------------------------------------
1B2 B 6115 6.4802
2B2 B 5672 6.0108
A-1
APSR Land:
---------
The Units described below, together with the appurtenant interests in Common
Elements as described below of the Capital View Center Condominiums (formerly
known as the Xxxxxx/Xxxxxxxx Center Condominiums), a condominium project in
Xxxxxx County, Texas, established pursuant to the Enabling Declaration and
Master Deed for the Establishment of a Condominium Regime for the
Xxxxxx/Connally Center Condominiums, Xxxxxx County, Texas, dated December 12,
1983, recorded on December 16, 1983, in Book 8374, Pages 161 through 211 of the
Xxxxxx County Real Estate Records, Xxxxxx County, Texas, as amended by the First
Amendment to the Enabling Declaration and Master Deed for the Establishment of a
Condominium Regime for the Xxxxxx/Xxxxxxxx Center Condominiums dated November
10, 1987, recorded on February 1, 1988, in Book 10569, Pages 483 and 484 of the
Xxxxxx County Real Estate Records, Xxxxxx County, Texas, as further amended by
the Second Amendment to the Enabling Declaration and Master Deed for the
Establishment of a Condominium Regime for the Capital View Center Condominiums
to Provide for the Reconfiguration of Xxxxx 0-X-0, 0-X-0, 0-X-0, and 5-A-2,
dated March 1, 1991, recorded on March 15, 1991, in Book 11394, Pages 683
through 687 of the Xxxxxx County Real Estate Records, Xxxxxx County, Texas, as
further amended by the Third Amendment to the Enabling Declaration and Master
Deed for the Establishment of a Condominium Regime for the Capital View Center
Condominiums to Provide for the Reconfiguration of Xxxx 0-X-0 dated April 6,
1995, recorded on April 14, 1995 in Book 12416, Pages 328 through 346 of the
Xxxxxx County Real Estate Records, Xxxxxx County, Texas, located on a parcel of
land being all of Xxxxxx and Xxxxxxxx Subdivision, as recorded in Book 82, Pages
346 and 347 of the Xxxxxx County Plat Records, Xxxxxx County, Texas:
Unit No. Building Square Feet % of Appurtenant Interests in Common Elements
-------- -------- ----------- ---------------------------------------------
1C1 C 2459 2.6059
2C1 C 1941 2.0569
3C1 C 4938 5.2329
1C2 C 11056 11.7163
1C3 C 11056 11.7163
A-2
