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EXHIBIT 10.48
PURCHASE AND SALE AGREEMENT
By and Between
R & N LLC, an Idaho limited liability company
-Seller-
and
WASTE CONNECTIONS OF IDAHO, INC.
-Buyer-
October 15, 1998
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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT is made as of October 15, 1998, by and
between, R & N, LLC, an Idaho limited liability company ("Seller"), and WASTE
CONNECTIONS OF IDAHO, INC., a Delaware corporation (the "Buyer").
RECITALS
A. Seller owns all of that certain real property located in Mountain
Home, Xxxxxx County, Idaho, commonly known as 0000 Xxxxxxx 00, as more
particularly described on Exhibit A attached hereto (the "Real Property").
B. Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, said Real Property and all rights and interests appurtenant thereto, all
on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the respective agreements hereinafter
set forth, Seller and Buyer agree as follows:
1. PROPERTY INCLUDED IN SALE
Seller hereby agrees to sell and convey to Buyer, and Buyer hereby
agrees to purchase from Seller, the following:
1.1 Real Property. All of the parcels of land comprising the Real
Property, as described on Exhibit A attached hereto.
1.2 Appurtenances. All rights, privileges and easements appurtenant to
the Real Property to the extent owned by Seller, including, without limitation,
all minerals, oil, gas and other hydrocarbon substances on the Real Property, as
well as all air rights, solar rights, water, water rights and water stock
relating to the Real Property, and all easements, rights-of-way or other
appurtenances used or intended to be used in connection with the beneficial use
and enjoyment of the Real Property (the "Appurtenances").
1.3 Improvements. All improvements and fixtures located on the Real
Property (the "Improvement").
1.4 Permits, Development Approvals and Fees. All permits and development
rights, agreements, entitlements and approvals relating to the Real Property.
1.5 Studies and Reports. All engineering and other studies, reports,
plans and specifications with respect to the Real Property or any improvements
constructed thereon, including, without limitation, all soils, geotechnical,
hydrology, water quality, environmental, seismic, engineering and site
assessment studies and reports.
All of the items described in Sections 1.1 through 1.5 above are
hereinafter collectively called the "Property."
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2. PURCHASE PRICE
The purchase price for the Property shall be $100,000.00 ("Purchase
Price").
3. TITLE TO THE PROPERTY
3.1 Real Property. On the Closing Date (as hereinafter defined), Seller
shall convey to Buyer marketable and insurable fee simple title to the Real
Property, Appurtenances and Improvements by duly executed and acknowledged
warranty deed in the form attached hereto as Exhibit B (the "Warranty Deed").
Evidence of delivery of marketable and insurable fee simple title shall be the
issuance by Guaranty Title, Inc. ("Title Company") of an ALTA Owner's Policy of
Title Insurance (the "Title Policy") in the amount of the Purchase Price,
insuring fee simple title to the Real Property and Appurtenances in the Buyer.
4. CONDITIONS TO CLOSING
The following conditions are conditions precedent to Buyer's obligation
to purchase the Property:
4.1 Purchase Agreement. The occurrence of the closing (the "Asset
Closing") under that certain Asset Purchase Agreement to be dated on or about
October 15, 1998 ("Asset Purchase Agreement"), by and between Waste Connections,
Inc.; Waste Connections of Idaho, Inc.; R & N, LLC; Xxxxxx Sanitation, Inc.;
NADL Sanitation, Inc.; Xxxxxxx X. Xxxxxx; Xxxx Nejkl; and Xxxxx X. Xxxxxx.
4.2 Title Policy. Title Company shall issue the Title Policy to Buyer at
the closing of the purchase and sale of the Property (the "Closing").
4.3 Representations and Warranties. All of Seller's representations and
warranties contained in or made pursuant to this Agreement shall have been true
and correct when made and shall be true and correct as of the Closing Date.
The foregoing conditions in this Section 4 are intended solely
for the benefit of Buyer. If any of the foregoing conditions are not satisfied,
Buyer shall have the right at its sole election either to waive in writing the
condition in question and proceed with the purchase or, in the alternative,
terminate this Agreement. The Closing Date may be extended, at Buyer's option,
for a reasonable period of time if required to allow said conditions to be
satisfied, subject to Buyer's further right to terminate this Agreement upon an
expiration of the period of any such extension if all said conditions have not
been satisfied.
5. THE CLOSING
5.1 Closing Date. The Closing hereunder shall be consummated through an
escrow ("Escrow") to be opened with Title Company. All of the documents required
for the Closing and the funds required for the payment of the Purchase Price
shall be delivered into the Escrow on or before the Closing, or such other date
prior thereto as Buyer and Seller may mutually agree in writing (the "Closing
Date"). Such date may not be extended without the approval of both Seller and
Buyer, except as otherwise expressly provided in this Agreement. The Closing
shall
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commence on the Closing Date and shall be completed on the Closing Date or the
business day following the Closing Date upon recordation by the Title Company of
the Warranty Deed and disbursement by the Title Company of the Purchase Price to
Seller. If the Closing does not so commence on the Closing Date, then Title
Company as escrow holder shall, unless it is notified by both parties to the
contrary within five (5) days after the Closing Date, return to the depositor
thereof items which may have been deposited hereunder. Any such return shall
not, however, relieve either party hereto of any liability it may have for its
wrongful failure to close. Buyer and Seller shall each submit to the Title
Company, not less than two (2) days prior to the Closing Date, escrow
instructions consistent with the provisions of this Agreement.
5.2 Seller's Documents. At the Closing, Seller shall deliver to Buyer
through escrow the following:
(a) a duly executed and acknowledged Warranty Deed;
(b) a duly executed counterpart of an Assignment of Permits and Other
Intangible Property in the form of Exhibit C attached hereto;
(c) a duly executed Affidavit of Non-foreign Status in the form of
Exhibit D attached hereto;
(d) any other documents, instruments or agreements called for
hereunder which have not previously been delivered.
Buyer may waive compliance on Seller's part under any of the
foregoing items by an instrument in writing.
5.3 Buyer's Documents and Funds. At the Closing, Buyer shall deliver to
Seller through escrow the following:
(a) the Purchase Price, subject to the prorations and credits
hereinafter provided for; and
(b) any documents, instruments or agreements called for hereunder
which have not previously been delivered.
Seller may waive compliance on Buyer's part under any of the
foregoing items by an instrument in writing.
5.4 Other Documents. Seller and Buyer shall each deposit such other
instruments as are reasonably required by the escrow holder or otherwise
required to close the escrow and consummate the purchase of the Property in
accordance with the terms hereof.
5.5 Prorations. Rents, real property taxes, and other items of income
and expense of ownership of the Property shall be prorated as of 12:01 a.m. on
the date the Warranty Deed is recorded on the basis of a 365-day year.
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5.6 Closing Costs. Transfer taxes applicable to the sale of the Property
(if any), the fee for the Title Policy, escrow charges and other costs of the
Closing shall be paid one-half (1/2) by the Seller and one-half (1/2) by the
Buyer. Each party shall pay its own attorneys' fees in connection with the sale.
6. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represent and warrant to Buyer as follows:
6.1 Seller is a limited liability company duly organized and validly
existing and in good standing under the laws of the State of Idaho, and all
documents executed by Seller which are to be delivered to Buyer at the Closing
are or at the time of Closing will be duly authorized, executed and delivered by
Seller, and are or at the Closing will be legal, valid and binding obligations
of Seller, and do not and at the time of Closing will not violate any provisions
of any agreement, mortgage, deed, note or other document or instrument to which
Seller is a party or to which it is subject.
6.2 There are no claims, suits and proceedings which are pending against
Seller or which relate to the Property or the use or operation thereof and, to
the knowledge of Seller, no such claims, suits or proceedings are threatened or
anticipated against Seller.
6.3 All contracts or documents delivered by Seller to Buyer pursuant to
this Agreement or in connection with the execution hereof are and at the time of
Closing will be true, complete and correct copies, and there do not exist, nor
will there exist as of the time of Closing, any contracts or agreements
regarding the Property entered into by Seller that have not heretofore been
disclosed by Seller to Buyer.
6.4 At the time of Closing there will be no outstanding contracts made
by Seller for any improvements to the Property which have not been fully paid
for and Seller shall cause to be discharged all mechanics' or materialmen's
liens arising from any labor or materials furnished to the Property prior to the
time of Closing.
6.5 There are no other leases or occupancy agreements of any kind
relating to the Real Property or any portion thereof.
6.6 To the knowledge of Seller, with respect to the activities of Seller
at the Property (i) such activities are fully licensed, permitted and authorized
under all applicable federal, state and local statutes, orders, approvals,
zoning or land use requirements, rules and regulations, and (ii) such activities
are being and have been conducted in compliance in all material respects with
the requirements, criteria, standards and conditions set forth in all applicable
federal, state and local statutes, orders, approvals, permits, zoning or land
use requirements and restrictions, variances, licenses, rules and regulations;
and Seller are not aware of any circumstances, conditions or reasons which are
likely to be the basis for revocation or suspension of the Property's site
assessment, permits, licenses, consents, authorizations, zoning or land use
permits, variances or approvals.
6.7 To the knowledge of Seller, the Property has been operated in material
compliance with, and is presently in material compliance with, federal, state
and local laws,
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ordinances, codes, rules, regulations, governmental permits, orders, judgments,
awards, decrees, consent judgments, consent orders and requirements applicable
to the Property (collectively "Laws"), including, but not limited to, Laws
relating to the public health, safety or protection of the environment
(collectively, "Environmental Laws"), and Seller are not aware of any assertion
by any party that the Property is in material violation of any Laws.
Specifically and without limiting the generality of the foregoing, to the
knowledge of Seller:
(a) Except as permitted under applicable laws and regulations,
including, without limitation, the federal Resource Conservation Recovery Act,
42 USC Section 6901 et seq. ("RCRA"), the Property has not accepted, processed,
handled, transferred, generated, treated, stored or disposed of any Hazardous
Material (as defined below) and the Property has not accepted, processed,
handled, transferred, generated, treated, stored or disposed of asbestos,
medical waste, radioactive waste or municipal waste, except in compliance with
Environmental Laws.
(b) No Hazardous Material, other than that allowed under Environmental
Laws, including, without limitation, RCRA, has been disposed of, or otherwise
released, on the Property.
(c) Seller have not ever been subject to or received any notice of any
private, administrative or judicial action, or notice of any intended private,
administrative or judicial action relating to the presence or alleged presence
of Hazardous Material in, under, upon or emanating from the Property. There are
no pending or threatened actions or proceedings from any governmental agency or
any other entity involving remediation of any condition of the Property,
including, without limitation, petroleum contamination, pursuant to
Environmental Laws.
(d) As used in this Agreement, "Hazardous Material" shall mean the
substances (i) defined as "Hazardous Waste" in 40 CFR 261, and substances
defined in any comparable Idaho statute or regulation; (ii) any substance the
presence of which requires remediation pursuant to any Environmental Laws; and
(iii) any substance disposed of in a manner not in compliance with Environmental
Laws.
6.8 No underground storage tanks containing petroleum products or wastes
or other hazardous substances regulated by 40 CFR 280 or Environmental Laws are
currently or have been located on the Property during Seller's ownership
thereof.
6.9 The Property is not the subject of, or would be affected by, any
pending condemnation or eminent domain proceedings, and to the knowledge of the
Seller, no such proceedings are threatened.
6.10 All documents executed by Seller which are to be delivered to Buyer
at the Closing are or at the time of Closing will be duly authorized, executed
and delivered by Seller, are or at the time of Closing will be legal, valid and
binding obligations of Seller, and do not and at the time of Closing will not
violate any provisions of any agreement, mortgage, deed, note or other document
or instrument to which Seller are a party or to which the Property is subject.
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7. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller that Buyer is a
corporation duly organized and validly existing and in good standing under the
laws of the State of Delaware, and all documents executed by Buyer which are to
be delivered to Seller at the Closing are or at the time of Closing will be duly
authorized, executed and delivered by Buyer, and are or at the Closing will be
legal, valid and binding obligations of Buyer, and do not and at the time of
Closing will not violate any provisions of any agreement, mortgage, deed, note
or other document or instrument to which Buyer is a party or to which it is
subject.
8. INDEMNIFICATION
Each party hereby agrees to indemnify the other party and hold it
harmless from and against any and all claims, demands, liabilities, costs,
expenses, penalties, damages and losses, including, without limitation,
reasonable attorneys' fees, resulting from any misrepresentations or breach of
warranty or breach of covenant made by such party in this Agreement or in any
document, certificate, or exhibit given or delivered to the other pursuant to or
in connection with this Agreement. The indemnification provisions of this
section 8 shall survive beyond the delivery of the warranty deed and transfer of
title, or, if title is not transferred pursuant to this Agreement, beyond any
termination of this Agreement.
9. CASUALTY OR CONDEMNATION
In the event that, prior to Closing, the Property, or any material part
thereof, is destroyed or damaged, or if condemnation proceedings are commenced
against the Property or any material part thereof, Buyer shall have the right,
exercisable by giving notice of such decision to Seller within five (5) days
after receiving written notice from Seller of such damage, destruction or
condemnation proceedings, to terminate this Agreement, in which case, neither
party shall have any further rights or obligations hereunder. If Buyer elects to
accept the Property in its then condition, all proceeds of insurance or
condemnation awards payable to Seller by reason of such damage, destruction or
condemnation shall be paid or assigned to Buyer.
10. POSSESSION
Possession of the Property shall be delivered to Buyer on the Closing
Date. Prior to the closing, Seller shall afford authorized representatives of
Buyer reasonable access to the Property for the purposes of conducting soils
tests, surveys or other physical inspections of the Property. Buyer shall
indemnify Seller and hold Seller harmless against all loss, cost, damage and
expenses, including reasonable attorneys' fees arising from or related to Buyer
and its representatives entry onto the Property.
11. BUYER'S CONSENT TO NEW CONTRACTS AFFECTING THE PROPERTY
Seller shall not, after the date of Seller's execution of this
Agreement, enter into any agreement affecting the Property or any aspect thereof
without obtaining Buyer's consent thereto, which consent Buyer may withhold in
its sole discretion.
12. MISCELLANEOUS
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12.1 Notices. Any notice, consent, approval, waiver or other
communication required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been duly given when delivered personally or
deposited with the United States Postal Service, all charges and first class
postage prepaid, addressed as follows:
If to Seller:
R & N, LLC
c/o Xxxx & Xxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxx Xxxx, XX 00000
With a copy to:
Xxxx Xxxxx
X.X. Xxx 000
Xxxxxxxx Xxxx, XX 00000
If to Buyer:
Waste Connections of Idaho, Inc.
0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxxxxx
With a copy to:
Shartsis, Xxxxxx & Xxxxxxxx LLP
Xxx Xxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxxx X. Xxxx, Esq.
or such other address as either party may from time to time specify by notice
hereunder to the other.
12.2 Brokers and Finders. Neither party has had any contact or dealings
regarding the Property, or any communication in connection with the subject
matter of this transaction, through any licensed real estate broker or other
person who can claim a right to a commission or finder's fee as a procuring
cause of the sale contemplated herein. If any broker or finder perfects a claim
for a commission or finder's fee based on any such contact, dealings or
communication, the party through whom the broker or finder makes such claim
shall be responsible for said commission or fee and all costs and expenses
(including reasonable attorneys' fees) incurred by the other party in defending
against the same.
12.3 Successors and Assigns. This Agreement shall bind and inure to the
benefit of the parties hereto and their respective successors, heirs,
administrators and assigns. Without being
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relieved of any liability under this Agreement, Buyer reserves the right to take
title to the Property in a name or assignee other than Buyer.
12.4 Amendments. This Agreement may be amended or modified by, and only
by, a written instrument executed by Seller and Buyer.
12.5 Governing Law. This Agreement shall be governed by and construed
and interpreted in accordance with the laws of the State of Idaho.
12.6 Merger of Prior Agreements. This Agreement contains the entire
agreement of the parties and supersedes all prior negotiations, correspondence,
understandings and agreements between the parties relating to the subject matter
hereof.
12.7 Attorneys' Fees. If any party hereto fails to perform any of its
obligations under this Agreement, or if any dispute arises between the parties
hereto concerning the meaning or interpretation of any provisions hereof, then
the defaulting party or the party not prevailing in such dispute, as the case
may be, shall pay any and all costs and expenses incurred by the other party on
account of such default and/or in enforcing or establishing its rights
hereunder, including, without limitation, court costs and reasonable attorneys'
fees and disbursements. Any such attorneys' fees and other expenses incurred by
any party in enforcing a judgment in its favor shall be recoverable separately
from and in addition to any other amounts included in such judgment, and such
attorneys' fees obligation is intended to be severable from the other provisions
hereof and to survive and not be merged into any such judgment.
12.8 Time of the Essence. Time is of the essence of this Agreement.
12.9 Specific Performance. Seller acknowledge that in the event of a
breach or default or threatened breach or default under this Agreement by Seller
prior to the Closing, damages at law will be an inadequate remedy and,
accordingly, without in any manner limiting any other remedies available to
Buyer, Seller's obligations under this Agreement may be enforced by specific
performance.
12.10 Interpretation. Whenever used herein, the term "including" shall
be deemed to be followed by the words "without limitation." Words used in the
singular number shall include the plural, and vice-versa, and any gender shall
be deemed to include each other gender. The captions and headings of the
Articles and Sections of this Agreement are for convenience of reference only,
and shall not be deemed to define or limit the provisions hereof.
12.11 Counterparts. This Agreement may be executed in any number of
counterparts which together shall constitute the Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
BUYER:
WASTE CONNECTIONS OF IDAHO, INC., a
Delaware corporation
By:______________________________________
Its:_____________________________________
SELLER:
R & N, LLC, an Idaho limited liability
company
By:______________________________________
Its:_____________________________________
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Exhibit A
DESCRIPTION OF REAL PROPERTY
All of that certain real property located in Xxxxxx County, Idaho,
described as follows:
A parcel of land being a portion of the SW 1/4 NE 1/4, Section
7, T.4S., R.7E., B.M., Xxxxxx County, Idaho, said parcel being
more particularly described as follows:
Commencing at the iron pin marking Southwest corner of said NE
1/4, Section 7, T.4S., R.7E., B.M., Xxxxxx County, Idaho, said
point being the REAL POINT OF BEGINNING;
thence, N.0(degree)33'43"W. 330.00 feet along the west line of
said NE 1/4 to an iron pin; thence, N.89(degree)35'06"E. 925.11
feet to an iron pin on the southwesterly right-of-way of Old
U.S. Highway 30;
thence, S.31(degree)03'13"E. 149.74 feet along said right-of-way
to an iron pin;
thence, S.73(degree)22'16:W. 588.91 feet to an iron pin;
thence, S.0(degree)33'43"E. 36.73 feet to an iron pin on the
south line of said NE 1/4;
thence along said south line, 435.19 feet to the REAL POINT OF
BEGINNING, said parcel containing 5.93 acres, more or less.
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Exhibit B
WARRANTY DEED
For Value Received, R&N LLC, an Idaho limited liability company, whose
address is _________ __________, hereinafter referred to as the "Grantor," does
by these presents grant, bargain, sell, convey and confirm unto WASTE
CONNECTIONS OF IDAHO, INC., a Delaware corporation, whose mailing address is
0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000, hereinafter
referred to as the "Grantee," that certain land situate, lying and being in the
County of Xxxxxx, State of Idaho, particularly described as follows, to-wit:
[See Exhibit A attached]
TO HAVE AND TO HOLD the same unto said Grantee, and to Grantee's heirs,
successors, administrators and assigns forever. And the said Grantor does hereby
covenant to and with the said Grantee, that Grantor is the owner in fee simple
of said premises; that said premises are free from all encumbrances, and that
Grantor will warrant and defend the same from all lawful claims whatsoever.
IN WITNESS WHEREOF, the said Grantor has executed this deed as of the
day and year first above written.
R & N, LLC, an Idaho Limited Liability
Company
By:______________________________________
Its:_____________________________________
STATE OF _____________)
) ss.
COUNTY OF ____________)
On this ___ day of ________, 1998, before me, a Notary Public in and for
said State, personally appeared _________________________, known to me to be or
proven to me upon satisfactory evidence to be the person who signed his/her name
to the within and foregoing WARRANTY DEED and acknowledged to me that he/she
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed by official
seal the day and year herein first above written.
_________________________________________
Notary Public
Residing at:
My Commission Expires:
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Exhibit A
to Warranty Deed
LEGAL DESCRIPTION
All of that certain real property located in Xxxxxx County, Idaho,
described as follows:
A parcel of land being a portion of the SW 1/4 NE 1/4, Section
7, T.4S., R.7E., B.M., Xxxxxx County, Idaho, said parcel being
more particularly described as follows:
Commencing at the iron pin marking Southwest corner of said NE
1/4, Section 7, T.4S., R.7E., B.M., Xxxxxx County, Idaho, said
point being the REAL POINT OF BEGINNING;
thence, N.0(degree)33'43"W. 330.00 feet along the west line of
said NE 1/4 to an iron pin; thence, N.89(degree)35'06"E. 925.11
feet to an iron pin on the southwesterly right-of-way of Old
U.S. Highway 30;
thence, S.31(degree)03'13"E. 149.74 feet along said right-of-way
to an iron pin;
thence, S.73(degree)22'16:W. 588.91 feet to an iron pin;
thence, S.0(degree)33'43"E. 36.73 feet to an iron pin on the
south line of said NE 1/4;
thence along said south line, 435.19 feet to the REAL POINT OF BEGINNING, said
parcel containing 5.93 acres, more or less.
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Exhibit C
ASSIGNMENT OF PERMITS
AND OTHER INTANGIBLE PROPERTY
THIS ASSIGNMENT dated September , 1998 (the "Assignment"), is made
by R & N, LLC, an Idaho limited liability company ("Assignor") to WASTE
CONNECTIONS OF IDAHO, INC., a Delaware corporation ("Assignee").
FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is hereby
acknowledged, Assignor hereby assigns and transfers unto Assignee all of its
right, title, claim and interest in and under any and all governmental permits
and other intangible property owned by Assignor in connection with that certain
real property described in Exhibit A attached hereto (the "Real Property") or
any improvements or personal property located thereon, including without
limitation, any of Assignor's interest in or rights under licenses or planning
approvals and any contract rights, agreements, utility contracts, warranties,
guaranties, general intangibles or other rights relating to the ownership,
development, use or operation of Real Property, but excluding any tools or
equipment owned by employees of Assignor.
Assignor warrants and represents that as of the date the Real Property
is conveyed to Assignee there are no assignments of or agreements to assign the
foregoing permits and other intangible property to any other party.
The Assignment shall be binding on and inure to the benefit of the
parties hereto and the successors and assigns.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
as of the date and year first above written.
ASSIGNOR:
R & N, LLC, an Idaho limited liability
company
By:______________________________________
Its:_____________________________________
ASSIGNEE:
WASTE CONNECTIONS OF IDAHO, INC., a
Delaware corporation
By:______________________________________
Its:_____________________________________
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Exhibit A
to Assignment of Permits and Other Intangible Property
LEGAL DESCRIPTION
All of that certain real property located in Xxxxxx County, Idaho,
described as follows:
A parcel of land being a portion of the SW 1/4 NE 1/4, Section
7, T.4S., R.7E., B.M., Xxxxxx County, Idaho, said parcel being
more particularly described as follows:
Commencing at the iron pin marking Southwest corner of said NE
1/4, Section 7, T.4S., R.7E., B.M., Xxxxxx County, Idaho, said
point being the REAL POINT OF BEGINNING;
thence, N.0(degree)33'43"W. 330.00 feet along the west line of
said NE 1/4 to an iron pin; thence, N.89(degree)35'06"E. 925.11
feet to an iron pin on the southwesterly right-of-way of Old
U.S. Highway 30;
thence, S.31(degree)03'13"E. 149.74 feet along said right-of-way
to an iron pin;
thence, S.73(degree)22'16:W. 588.91 feet to an iron pin;
thence, S.0(degree)33'43"E. 36.73 feet to an iron pin on the
south line of said NE 1/4;
thence along said south line, 435.19 feet to the REAL POINT OF
BEGINNING, said parcel containing 5.93 acres, more or less.
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Exhibit D
AFFIDAVIT OF NON-FOREIGN STATUS
INTERNAL REVENUE CODE SECTION 1445
Section 1445 of the Internal Revenue Code provides that a transferee of
a U.S. real property interest must withhold tax equal to ten percent of the
purchase price if the transferor is a foreign person. Such transferee is exempt
from such obligation to withhold if the transferor provides the transferee an
affidavit that the transferor is not a foreign person.
To induce WASTE CONNECTIONS OF IDAHO, INC., a Delaware corporation
("Transferee"), to not withhold tax under such Section 1445 upon the transfer by
R & N, LLC, an Idaho limited liability company ("Transferor"), of a U.S. real
property interest located in Xxxxxx County, Idaho, as more particularly
described in Exhibit A attached hereto, the following affidavit is made on
behalf of Transferor under penalty of perjury and with knowledge that Transferee
will rely thereon.
1. Transferor is not a foreign person or foreign corporation, foreign
partnership, foreign trust (as those terms are defined in the Internal Revenue
Code);
2. The tax identification number of the Transferor is 00-0000000; and
3. The Transferor resides at the following addresses: Xxxxx #0, Xxx 000,
Xxxxxx Xxxxx, XX, 00000.
Transferor understands that this certification may be disclosed to the
Internal Revenue Service by Transferee, and that any false statement contained
herein could be punished by fine, imprisonment, or both.
Under penalty of perjury, the undersigned declares that he/she has
examined this certificate and to the best of his/her knowledge and belief it is
true, correct and complete.
Date: September , 1998
R & N, LLC, an Idaho limited liability
company
By:______________________________________
Its:_____________________________________
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Exhibit A
to Affidavit of Non-foreign Status
Internal Revenue Code Section 1445
LEGAL DESCRIPTION
All of that certain real property located in Xxxxxx County, Idaho,
described as follows:
A parcel of land being a portion of the SW 1/4 NE 1/4, Section
7, T.4S., R.7E., B.M., Xxxxxx County, Idaho, said parcel being
more particularly described as follows:
Commencing at the iron pin marking Southwest corner of said NE
1/4, Section 7, T.4S., R.7E., B.M., Xxxxxx County, Idaho, said
point being the REAL POINT OF BEGINNING;
thence, N.0(degree)33'43"W. 330.00 feet along the west line of
said NE 1/4 to an iron pin; thence, N.89(degree)35'06"E. 925.11
feet to an iron pin on the southwesterly right-of-way of Old
U.S. Highway 30;
thence, S.31(degree)03'13"E. 149.74 feet along said right-of-way
to an iron pin;
thence, S.73(degree)22'16:W. 588.91 feet to an iron pin;
thence, S.0(degree)33'43"E. 36.73 feet to an iron pin on the
south line of said NE 1/4;
thence along said south line, 435.19 feet to the REAL POINT OF
BEGINNING, said parcel containing 5.93 acres, more or less.
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TABLE OF CONTENTS
PAGE
1. PROPERTY INCLUDED IN SALE................................................1
1.1 Real Property.....................................................1
1.2 Appurtenances.....................................................1
1.3 Improvements......................................................1
1.4 Permits, Development Approvals and Fees...........................1
1.5 Studies and Reports...............................................1
2. PURCHASE PRICE...........................................................2
3. TITLE TO THE PROPERTY....................................................2
3.1 Real Property.....................................................2
4. CONDITIONS TO CLOSING....................................................2
4.1 Purchase Agreement................................................2
4.2 Title Policy......................................................2
4.3 Representations and Warranties....................................2
5. THE CLOSING..............................................................2
5.1 Closing Date......................................................2
5.2 Seller's Documents................................................3
5.3 Buyer's Documents and Funds.......................................3
5.4 Other Documents...................................................3
5.5 Prorations........................................................3
5.6 Closing Costs.....................................................4
6. REPRESENTATIONS AND WARRANTIES OF SELLER.................................4
7. REPRESENTATIONS AND WARRANTIES OF BUYER..................................6
8. INDEMNIFICATION..........................................................6
9. CASUALTY OR CONDEMNATION.................................................6
10. POSSESSION...............................................................6
11. BUYER'S CONSENT TO NEW CONTRACTS AFFECTING THE PROPERTY..................6
12. MISCELLANEOUS............................................................6
12.1 Notices...........................................................7
12.2 Brokers and Finders...............................................7
12.3 Successors and Assigns............................................7
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19
TABLE OF CONTENTS
(CONTINUED)
PAGE
12.4 Amendments........................................................8
12.5 Governing Law.....................................................8
12.6 Merger of Prior Agreements........................................8
12.7 Attorneys' Fees...................................................8
12.8 Time of the Essence...............................................8
12.9 Specific Performance..............................................8
12.10 Interpretation ...................................................8
12.11 Counterparts .....................................................8
List of Exhibits
Exhibit A Description of Real Property
Exhibit B Warranty Deed
Exhibit C Assignment of Permits and Other Intangible Property
Exhibit D Affidavit of Non-Foreign Status Internal Revenue Code Section 1445
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