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EXHIBIT 10.36
CONTRACT OF SALE
This Agreement is entered into by and between CROWN RESORT CO. LLC, a
Delaware limited liability company ("Crown"), XXXXXXX X. XXXXXXX and XXXXXX X.
XXXXXX (Messrs. Xxxxxxx and Xxxxxx are sometimes hereinafter collectively
referred to as the "Members") (Crown and the Members are sometimes hereinafter
collectively referred to as "Seller"), and SILVERLEAF RESORTS, INC., a Texas
corporation ("Purchaser").
W I T N E S S E T H :
FOR AND IN CONSIDERATION of the promises, undertakings, and mutual
covenants of the parties herein set forth, Seller hereby agrees to sell and
Purchaser hereby agrees to purchase and pay for all that certain property
hereinafter described in accordance with the following terms and conditions:
ARTICLE I
PROPERTY
The conveyance by Seller to Purchaser shall include the following:
a. All of Seller's right, title and interest, if any, in
and to all unsold timeshare inventory described in Exhibit "A";
b. All of Seller's right, title and interest, if any, in
and to the management agreements described in Exhibit "B";
c. The personal property described in Exhibit "C"; and
d. All assets of Seller of any kind whatsoever that were
acquired by Seller from National American Corporation, LML Resort
Corporation, Quail Hollow Village, Inc., The Kinston Corporation,
Foxwood Corporation, The Villas of Hickory Hills, Inc., Carriage Manor
Corporation, Lake Tansi Village, Inc., Wolf Run Manor Corporation and
Westwind Manor Corporation (hereinafter collectively referred to as
"NACO") in connection with Seller's acquisition of assets from NACO
other than timeshare inventory that has been sold by Seller subsequent
to such acquisition and any other assets or items that have been
disposed of by Seller subsequent to such acquisition in the ordinary
course of Seller's business. Included in the conveyance will be any
assets acquired from NACO at a secondary closing which is to occur on
or about January 7, 1998.
The foregoing items are hereinafter collectively referred to as the "Subject
Property."
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ARTICLE II
PURCHASE PRICE
The purchase price to be paid by Purchaser to Seller for the Subject
Property shall be the sum of Three Million Seven Hundred Fifty Thousand and
No/100 Dollars ($3,750,000.00). The purchase price shall be payable all in
cash at the closing. Seller and Purchaser hereby agree that the purchase price
for the Subject Property shall be allocated as set forth in Exhibit "D"
attached hereto and made a part hereof for all purposes.
ARTICLE III
XXXXXXX MONEY
Within two (2) business days after final execution of this Contract by
all parties hereto, Purchaser shall deliver Purchaser's check in the amount of
One Hundred Eighty-Seven Thousand Five Hundred and No/100 Dollars ($187,500.00)
to Safeco Land Title of Dallas, 5220 Renaissance Tower, 0000 Xxx Xxxxxx,
Xxxxxx, Xxxxx 00000, Attn: Xxxxxx Xxxxx (the "Title Company"). The Title
Company shall immediately cash the xxxxxxx money check and deposit the proceeds
thereof in an interest bearing account, the earnings from which shall accrue to
the benefit of Purchaser (hereinafter the proceeds of the xxxxxxx money check
shall be referred to as the "xxxxxxx money").
In the event that this Contract is closed, then all xxxxxxx money
shall be applied in partial satisfaction of the purchase price. In the event
that this Contract is not closed, then the xxxxxxx money shall be disbursed in
the manner provided for elsewhere herein. Notwithstanding the foregoing or
anything to the contrary contained elsewhere in this Contract, it is understood
and agreed that Twenty-Five Thousand Dollars ($25,000.00) of the xxxxxxx money
shall in all events be delivered to Seller as valuable consideration for the
inspection period described in Article V hereinbelow and the execution of this
Contract by Seller.
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ARTICLE IV
PRE-CLOSING OBLIGATIONS OF SELLER
Within ten (10) days from the date of execution of this Contract,
Seller shall furnish to Purchaser each of the following (collectively, the "Due
Diligence Items"):
a. Copies of all closing documents which were executed
by and between Seller and NACO at the time the Subject Property was
acquired by Seller from NACO, together with copies of all due
diligence items, if and to the extent available, that were delivered
by NACO to Seller in connection with such transaction;
b. A schedule showing (i) all current membership
accounts for the timeshare programs being operated by Seller, and (ii)
an accounts receivable aging report showing the current status of
payment of maintenance fees and membership dues at each of the
timeshare programs being operated by Seller, together with examples of
all membership contracts and related documentation which are currently
in effect with respect to the timeshare programs being operated by
Seller;
c. A list of all service contracts, warranties,
management, maintenance, or other agreements to which Seller is a
party, if any, together with copies of same. Seller agrees not to
enter into any additional contracts, warranties, or agreements prior
to closing which would be binding on Purchaser and which cannot be
cancelled by Purchaser upon thirty (30) days written notice without
cost, penalty, or obligation unless such service contracts or other
agreements are approved in writing by Purchaser;
d. Copies of all licenses, permits, applications,
authorizations, certificates of occupancy, governmental approvals and
other entitlements relating to the Subject Property and the operation
thereof in the name of and in the possession of Seller, if any;
e. True and correct copies of the tax statements
covering the Subject Property or any part thereof for each year since
the formation of Crown;
f. A schedule of all current or pending litigation with
respect to the Subject Property or any part thereof, if any, together
with a brief description of each such proceeding;
g. The most recent operating statements for the Subject
Property prepared by Seller or in Seller's possession; and
h. A list of any unwritten agreements affecting the
Subject Property to which Seller is a party or of which Seller has
acknowledge, if any.
Seller agrees to provide Purchaser with all additional documentation
pertaining to the Subject Property reasonably requested by Purchaser within ten
(10) days of Purchaser's request.
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ARTICLE V
INSPECTION PERIOD
Purchaser, at Purchaser's sole expense, shall have the right to
conduct a feasibility, environmental, engineering and physical study of the
Subject Property for a period of sixty (60) days commencing on the date of
execution of this Contract (the "Inspection Period"). Purchaser and
Purchaser's duly authorized agents or representatives shall be permitted to
enter upon the resorts to which the Subject Property appertains at all
reasonable times during the Inspection Period in order to conduct engineering
studies, soil tests and any other inspections and/or tests that Purchaser may
deem necessary or advisable. In the event that the review and/or inspection
conducted pursuant to this paragraph shows any fact, matter or condition to
exist with respect to the Subject Property that is unacceptable to Purchaser,
in Purchaser's sole discretion, or if for any reason Purchaser determines that
purchase of the Subject Property is not feasible, then Purchaser shall be
entitled, as Purchaser's sole remedy, to cancel this Contract by providing
written notice of cancellation to Seller prior to the expiration of the
Inspection Period. If Purchaser shall provide written notice of cancellation
prior to the expiration of the Inspection Period, then this Contract shall be
cancelled, all xxxxxxx money (less $25,000.00) shall be immediately returned to
Purchaser by the Title Company, and thereafter neither Seller nor Purchaser
shall have any continuing obligations one unto the other. A Crown
representative will have the right to be present during all inspections.
ARTICLE VI
REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLER
Seller makes the following warranties and representations to
Purchaser:
a. Seller will convey title to the Subject Property to
Purchaser on the closing date subject to all matters of record and the
interests of timeshare purchasers but excluding monetary encumbrances.
All mechanic's liens, liens, mortgages or encumbrances of any nature
presently affecting the Subject Property including, in particular, any
liens held by NACO will be paid off and released on or before the date
of closing so that at closing Seller will be in a position to convey
the Subject Property to Purchaser free and clear of any such liens and
mortgages. To enable Seller to convey the Subject Property to
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Purchaser as provided herein and to close this transaction, Seller
may, at the time of closing, use the purchase money for the Subject
Property or any portion thereof to clear Seller's title to the Subject
Property of any or all liens, mortgages, or encumbrances, provided
that releases of all such liens, mortgages, or encumbrances are
recorded simultaneously with the closing or in accordance with
accepted conveyancing practices.
b. None of the Subject Property is held by Seller under
a lease or installment sale contract except as has been disclosed to
Purchaser in writing or will be disclosed to Purchaser in writing
during the Inspection Period.
c. There is no action, suit, proceeding or claim
presently pending in any court or before any federal, state, county or
municipal department, commission, board, bureau or agency or other
governmental instrumentality or before any arbitration tribunal or
panel, (i) affecting the Subject Property, or any portion thereof, or
Seller's use, operation or ownership of the Subject Property, or (ii)
affecting Seller's ability to perform its obligations under this
Contract, nor, to the best knowledge and belief of Seller, is any such
action, suit, proceeding or claim threatened.
d. Seller is not aware of any attachments, executions,
assignments for the benefit of creditors, or voluntary or involuntary
bankruptcy proceedings, or proceedings under any debtor relief laws,
contemplated by or pending or threatened against Seller or the Subject
Property.
e. Except for the list of service contracts, warranties,
management, maintenance or other agreements to be delivered to
Purchaser pursuant to Article IV hereinabove, Seller is not a party to
any contracts of construction, employment, management, service or
supply which would affect the Subject Property or operation of the
Subject Property after closing;
f. To the best knowledge of Seller, the Subject Property
and the current operation thereof comply with all laws, regulations,
ordinances, rules, orders and other requirements of all governmental
authorities having jurisdiction over the Subject Property or affecting
all or any part thereof or bearing on its construction or operation,
and with all private covenants or restrictions;
g. From the date of execution of this Contract through
the date of closing, Seller shall continue to maintain the Subject
Property in its present condition, subject to ordinary wear and tear
and shall continue to manage the Subject Property in the same manner
as it is currently being managed; Seller shall not remove any
fixtures, equipment, furnishings or other personal property from the
Subject Property unless replaced with items of equal or greater
quality and quantity, nor shall Seller in any manner neglect the
Subject Property;
h. Except for the sale of timeshare interests in the
ordinary course of business, there are no contracts or other material
obligations, other than those matters set forth in the Due Diligence
Items, outstanding (i) for the sale, exchange or transfer of the
Subject Property or any portion thereof or the business operated
thereon by Seller, or (ii) creating or imposing any burdens,
obligations or restrictions on the use or operation of the Subject
Property and the business conducted thereon;
i. No contract or agreement delivered by Seller to
Purchaser has been amended, modified or supplemented in any way that
will not be disclosed to Purchaser in writing at the time of delivery
to Purchaser pursuant to Article IV. Except for the sale of timeshare
interests in the ordinary course of business, there are no written or
oral agreements of any kind that constitute a lease or contract
relating to the Subject Property that will not be disclosed to
Purchaser in writing at the time of delivery pursuant to Article IV;
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j. Seller is duly organized, validly existing and in
good standing under the laws of the state of its organization and is
qualified to transact business in the state in which the Subject
Property is situated. This Contract has been duly and validly
executed and delivered by Seller to Purchaser and constitutes a legal,
valid and binding agreement of Seller, enforceable against Seller in
accordance with its terms, except as such enforcement may be limited
by bankruptcy, conservatorship, receivership, insolvency, moratorium
or similar laws affecting creditors' rights generally or by general
principles of equity;
k. Seller has the capacity and complete authority to
enter into and perform this Contract, and no consent, approval or
other action by any other party or entity will be needed thereafter to
authorize Seller's execution and performance of this Contract. None
of the execution and delivery of this Contract by Seller, the
consummation by Seller of the transaction contemplated hereby or
compliance by Seller with any of the provisions hereof will (i)
conflict with or result in any breach of any provisions of the
formation documents of Seller; (ii) result in a violation or breach
of, or constitute (with or without due notice or lapse of time or
both) a default (or give rise to any right to termination,
cancellation or acceleration) under any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, lease, license,
contract, agreement or other instrument or obligation to which Seller
is a party or by which Seller or the Subject Property may be bound; or
(iii) violate any order, writ, injunction, decree, statute, rule or
regulation applicable to Seller or the Subject Property; except in the
cases of clauses (ii) or (iii) above, for violations, breach or
defaults (A) that would not in the aggregate have a material adverse
effect on the business or financial condition of Seller and on the
effectiveness of the transaction contemplated hereby or (B) for which
waivers or consents have been or will be obtained prior to the closing
date;
l. Seller is not a "foreign person" or "foreign trust"
within the meaning of the United States Foreign Investment and Real
Property Tax Act of 1980 and the Internal Revenue Code of 1986, as
subsequently amended;
m. All books and records relating to operating income
and expenses of the Subject Property furnished or made available to
Purchaser by Seller were and shall be those maintained by Seller in
regard to the Subject Property in the normal course of business. The
operating statements covering the Subject Property for the period of
Seller's ownership furnished by Seller to Purchaser are, to the best
of Seller's knowledge, information and belief, in all material
respects, accurate, complete and have been prepared in accordance with
the books and records of Seller and present fairly the financial
position of the operations of the Subject Property for the period then
ended. Without limiting the generality of the foregoing, all of the
financial statements referred to above fully reflect all material
costs of operations of the Subject Property. Since the date of the
operating statements covering the Subject Property, there has been no
material adverse change in the business or financial condition of
Seller or the Subject Property;
n. To the best of Seller's knowledge, information and
belief, all documents and records delivered pursuant to Article IV
will be true, correct and complete copies of the documents and records
required to be delivered and will accurately reflect the matters
contained therein;
o. None of the employees of the Subject Property is
covered by a union contract or collective bargaining agreement or is
represented by a union;
p. To the best of Seller's knowledge, information and
belief, the assets and other items to be conveyed to Purchaser by
Seller pursuant to this Contract comprise all of the assets and
properties of Seller that are necessary in the operation of the
Subject Property in the ordinary course of business and consistent
with current practice and are completely adequate for the operation,
after the closing, of the Subject Property in the
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ordinary course of business and consistent with current practice;
notwithstanding anything to the contrary contained herein, in the
event that either Seller or Purchaser discovers after closing that any
asset or item needed or useful in connection with the operation of the
Subject Property has not been conveyed to Purchaser at closing, then
Seller will immediately, upon demand by Purchaser, convey such asset
or other item to Purchaser for no additional consideration of any kind
whatsoever; and
q. The timeshare inventory which will be conveyed to
Purchaser at closing will include not less than 1,700 weeks.
All of the foregoing representations and warranties of Seller are made by
Seller both as of the date hereof and as of the date of the closing hereunder
and shall survive the closing hereunder. Notwithstanding the foregoing or
anything to the contrary contained herein, it is understood and agreed that the
representations and warranties set forth hereinabove shall survive the closing
of this Contract only for a period of one (1) year following the closing date,
but not thereafter, and Seller shall have no liability of any kind whatsoever
for any breach thereof except to the extent a claim is pending against Seller
in any court within such one (1) year period.
ARTICLE VII
CONDITIONS PRECEDENT TO CLOSING
The obligation of Purchaser to close this Contract shall, at the
option of Purchaser, be subject to the following conditions precedent:
a. All of the representations, warranties and agreements
of Seller set forth in this Contract shall be true and correct in all
material respects as of the date hereof and at closing, and Seller
shall not have on or prior to closing, failed to meet, comply with or
perform in any material respect any conditions or agreements on
Seller's part as required by the terms of this Contract.
b. No material and substantial change shall have
occurred with respect to the Subject Property which would in any way
affect the findings made in the inspection of the Subject Property
described in Article V hereinabove or which would materially and
adversely impact the income that Purchaser expects to be generated by
the Subject Property.
If any such condition is not fully satisfied by closing, and such
condition remains unsatisfied for a period of ten (10) days after Purchaser has
provided Seller with written notice of such unsatisfactory condition, Purchaser
may terminate this Contract by written notice to Seller whereupon this Contract
shall be cancelled, the xxxxxxx money deposit (less $25,000.00) shall be
returned to Purchaser by the Title Company and thereafter neither Seller nor
Purchaser shall have any continuing obligations one unto the other.
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ARTICLE VIII
CLOSING
The closing hereunder shall take place at the offices of the Title
Company. The closing shall occur on or before one hundred twenty (120) days
from the date of execution of this Contract. Purchaser shall notify Seller at
least five (5) days in advance of the exact time and date of closing.
ARTICLE IX
SELLER'S OBLIGATIONS AT CLOSING
At the closing, Seller shall do the following:
a. Deliver to Purchaser a quit claim deed covering the
timeshare inventory described in Exhibit "A," duly signed and
acknowledged by Seller, which deed shall be in form reasonably
acceptable to Purchaser.
b. Deliver a xxxx of sale and a blanket assignment in
form reasonably acceptable to Purchaser, duly executed and
acknowledged by Seller, conveying and/or assigning to Purchaser the
remainder of the Subject Property.
c. Deliver such evidence or other documents that may be
reasonably required by the Title Company evidencing the status and
capacity of Seller and the authority of the person or persons who are
executing the various documents on behalf of Seller in connection with
the sale of the Subject Property.
d. Deliver a non-withholding statement that will satisfy
the requirements of Section 1445 of the Internal Revenue Code so that
Purchaser is not required to withhold any portion of the purchase
price for payment to the Internal Revenue Service.
e. Deliver to Purchaser any other documents or items
necessary or convenient in the reasonable judgment of Seller and
Purchaser to carry out the intent of the parties under this Contract.
In addition to delivery of the foregoing items at closing, Members and
Purchaser shall enter into the Employment Agreements which are attached hereto
and made a part hereof for all purposes as Exhibits "E" and "F," respectively.
ARTICLE X
PURCHASER'S OBLIGATIONS AT CLOSING
At the closing, Purchaser shall deliver to Seller the purchase price
in cash.
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ARTICLE XI
COSTS AND ADJUSTMENTS
At closing, the following items shall be adjusted or prorated between
Seller and Purchaser:
a. Any real estate transfer taxes or sales taxes payable
in connection with the sale of the Subject Property shall be paid in
full by Seller.
b. Seller shall pay to Purchaser, in cash at closing,
any prepaid but unearned management fees in Seller's possession. The
formula for the calculation of the amount is described in Exhibit "G."
c. All other income and ordinary operating expenses for
or pertaining to the Subject Property including, but not limited to,
public utility charges, maintenance, service charges, and all other
normal operating charges of the Subject Property shall be prorated as
of the closing date. Purchaser will pay for any title work.
d. All other normal and reasonable closing costs,
including but not limited to, recording and escrow fees shall be paid
by Seller; provided, however, that Seller and Purchaser each will be
responsible for the fees and expenses of their respective attorneys.
As soon as practicable after closing, and in any event within 90 days
thereafter, Seller and Purchaser shall cooperate in preparing and reaching a
post-closing settlement, accounting for any additional credits or debits
between the parties as necessary to carry out the intent of this Contract,
including the general principle that from and after the closing date, the
revenues accruing from the operation of the Subject Property and the expenses
associated with those revenues shall be credited or charged to Purchaser, and
before the closing date, such sums shall be credited or charged to Seller.
Seller agrees to indemnify and hold Purchaser harmless of and from any
and all liabilities, claims, demands, suits, and judgments, of any kind or
nature (except those items which under the terms of this Contract specifically
become the obligation of Purchaser), brought by third parties and based on
events occurring on or before the date of closing and which are in any way
related to the ownership, maintenance, or operation of the Subject Property,
and all expenses related thereto, including, but not limited to, court costs
and attorneys' fees.
Purchaser agrees to indemnify and hold Seller harmless of and from any
and all liabilities, claims, demands, suits, and judgments, of any kind or
nature, brought by third parties and based on events occurring subsequent to
the date of closing and which are in any way related to the
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ownership, maintenance or operation of the Subject Property, and all expenses
related thereto, including, but not limited to, court costs and attorneys'
fees.
ARTICLE XII
POSSESSION OF PROPERTY
Possession of the Subject Property shall be delivered to Purchaser at
closing.
ARTICLE XIII
NOTICES
All notices, demands, or other communications of any type given by the
Seller to the Purchaser, or by the Purchaser to the Seller, whether required by
this Contract or in any way related to the transaction contracted for herein,
shall be void and of no effect unless given in accordance with the provisions
of this paragraph. All notices shall be in writing and delivered to the person
to whom the notice is directed by facsimile transmission with a follow- up copy
to be delivered by United States Mail, as a registered or certified item,
return receipt requested. Notices shall be addressed as follows:
Seller: Crown Resorts Co. LLC
0000 XX 000, Xxxxx 000
Xxxxxxxxxx, Xxxxx 00000
Attn: Xxxxxxx Xxxxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Crown Resorts Co. LLC
00000 Xxxxx Xxxxx, Xxxxx X0
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxx Xxxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
With Copy to: Cofer, Beauchamp, Xxxxxxxx & Xxxxx, LLP
00 Xxxx Xxxxx Xxxxx Xxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000
Attn: M. Xxxxxx Xxxxx, Esq.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
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Purchaser: Silverleaf Resorts, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: Xxxxxx X. Xxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
With Required Copy to: Meadows, Owens, Collier, Reed, Cousins &
Blau, L.L.P.
0000 XxxxxxxXxxx Xxxxx
000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxxxx X. Xxxxxx, Esq.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
ARTICLE XIV
REMEDIES
In the event that Seller fails to timely comply with all conditions,
covenants and obligations of Seller hereunder, and such failure continues for a
period of ten (10) days after written notice thereof is provided Seller by
Purchaser, it shall be an event of default and Purchaser shall have the option
(i) to terminate this Contract by providing written notice thereof to Seller,
in which event the xxxxxxx money (less $25,000.00) shall be returned
immediately to Purchaser by the Title Company and the parties hereto shall have
no further liabilities or obligations one unto the other; (ii) to waive any
defect or requirement and close this Contract; or (iii) to xxx Seller for
specific performance or for damages.
In the event that Purchaser fails to timely comply with all
conditions, covenants, and obligations Purchaser has hereunder, such failure
shall be an event of default, and Seller's sole remedy shall be to receive the
Xxxxxxx Money. The Xxxxxxx Money is agreed upon by and between the Seller and
Purchaser as liquidated damages due to the difficulty and inconvenience of
ascertaining and measuring actual damages, and the uncertainty thereof, and no
other damages, rights, or remedies shall in any case be collectible,
enforceable, or available to the Seller other than in this paragraph defined,
and Seller shall accept the Xxxxxxx Money as Seller's total damages and relief.
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ARTICLE XV
ASSIGNMENT
Purchaser may not assign its rights and obligations under this
Contract to anyone other than a Permitted Assignee without first obtaining
Seller's prior written approval. Purchaser may assign its rights and
obligations under this Agreement to a Permitted Assignee without prior written
consent of Seller. For purposes of this Contract, a "Permitted Assignee" shall
mean any partnership, corporation, limited liability company or other business
entity controlled by one or more of the following which has the financial
ability to perform Purchaser's obligations hereunder: (a) Silverleaf Resorts,
Inc., or (b) Xxxxxx X. Xxxx. For purposes of the preceding sentence an entity
shall be deemed to be controlled by a person if such person owns 50% or more of
the ownership interest in such entity, or has the right to control 50% or more
of such ownership interest through a contract or otherwise.
XVI
INTERPRETATION AND APPLICABLE LAW
Except as otherwise expressly provided herein, this Agreement shall be
construed and interpreted in accordance with the laws of the State of Texas.
Where required for proper interpretation, words in the singular shall include
the plural; the masculine gender shall include the neuter and the feminine, and
vice versa. The terms "successors and assigns" shall include the heirs,
administrators, executors, successors, and assigns, as applicable, of any party
hereto.
XVII
AMENDMENT
This Contract may not be modified or amended, except by an agreement
in writing signed by the Seller and the Purchaser. The parties may waive any
of the conditions contained herein or any of the obligations of the other party
hereunder, but any such waiver shall be effective only if in writing and signed
by the party waiving such conditions and obligations.
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ARTICLE XVIII
AUTHORITY
Each person executing this Contract warrants and represents that he is
fully authorized to do so.
ARTICLE XIX
ATTORNEYS' FEES
In the event it becomes necessary for either party to file a suit to
enforce this Contract or any provisions contained herein, the prevailing party
shall be entitled to recover, in addition to all other remedies or damages,
reasonable attorneys' fees and costs of court incurred in such suit.
ARTICLE XX
DESCRIPTIVE HEADINGS
The descriptive headings of the several paragraphs contained in this
Contract are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.
ARTICLE XXI
ENTIRE AGREEMENT
This Contract (and the items to be furnished in accordance herewith)
constitutes the entire agreement between the parties pertaining to the subject
matter hereof and supersedes all prior and contemporaneous agreements and
understandings of the parties in connection therewith. No representation,
warranty, covenant, agreement, or condition not expressed in this Contract
shall be binding upon the parties hereto or shall affect or be effective to
interpret, change, or restrict the provisions of this Contract.
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ARTICLE XXII
COUNTERPARTS
This Contract may be executed in a number of identical counterparts.
Each such counterpart is deemed an original for all purposes and all such
counterparts shall, collectively, constitute one agreement, but, in making
proof of this Contract, it shall not be necessary to produce or account for
more than one counterpart.
ARTICLE XXIII
ACCEPTANCE
Seller shall have until 5:00 o'clock p.m., January 12, 1998, to
execute and return a fully executed original of this Contract to Seller,
otherwise this Contract shall become null and void. Time is of the essence of
this Contract. The date of execution of this Contract by Seller shall be the
date of execution of this Contract. If the final date of any period falls upon
a Saturday, Sunday, or legal holiday under the laws of the State of Texas, then
in such event the expiration date of such period shall be extended to the next
day which is not a Saturday, Sunday, or legal holiday under the laws of the
State of Texas.
ARTICLE XXIV
REAL ESTATE COMMISSION
Seller represents and warrants to Purchaser that Seller has not
contacted or entered into any agreement with any real estate broker, agent,
finder, or any other party in connection with this transaction, and that Seller
has not taken any action which would result in any real estate broker's,
finder's, or other fees or commissions being due and payable to any other party
with respect to the transaction contemplated hereby. Purchaser hereby
represents and warrants to Seller that Purchaser has not contracted or entered
into any agreement with any real estate broker, agent, finder, or any other
party in connection with this transaction, and that Purchaser has not taken any
action which would result in any real estate broker's, finder's, or other fees
or commissions being due or payable to any other party with respect to the
transaction contemplated hereby. Each party hereby indemnifies and agrees to
hold the other party harmless from any loss,
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liability, damage, cost, or expense (including reasonable attorneys' fees)
resulting to the other party by reason of a breach of the representation and
warranty made by such party herein. Notwithstanding anything to the contrary
contained herein, the indemnities set forth in this Article XXIV shall survive
the closing.
EXECUTED on this the 12th day of January, 1998.
SELLER:
CROWN RESORT CO. LLC, a Delaware limited
liability company
By: /s/ XXXXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
-----------------------------------
Its: Member
------------------------------------
/s/ XXXXXXX X. XXXXXXX
-------------------------------------------
XXXXXXX X. XXXXXXX
/S/ XXXXXX X. XXXXXX
-------------------------------------------
XXXXXX X. XXXXXX
EXECUTED on this the 12th day of January, 1998.
PURCHASER:
SILVERLEAF RESORTS, INC., a Texas
corporation
By: /s/ XXXXXX X. XXXX
----------------------------------------
Xxxxxx X. Xxxx, Chief Executive Officer
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RECEIPT OF XXXXXXX MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS
HEREBY ACKNOWLEDGED:
TITLE COMPANY:
SAFECO LAND TITLE OF DALLAS
By: /s/ XXXXXX XXXXX
---------------------------------
Name: XXXXXX XXXXX
----------------------------
Its: Vice President
-----------------------------
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17
LIST OF EXHIBITS TO EXHIBIT 10.36
Exhibit A Vacation Interval Inventory
Exhibit B Management Agreement List
Exhibit C Resort Group Inventory
Exhibit D Allocation of Purchase Price
Exhibit E Employment Agreement for Xxxxxxx X. Xxxxxxx
Exhibit F Employment Agreement for Xxxxxx X. Xxxxxx
The above-listed exhibits are omitted from this filing. Registrant agrees
to furnish supplementally a copy of any omitted exhibit to the Commission
upon request.
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