EXHIBIT 2.8
PURCHASE AND SALE AGREEMENT
THIRTY XXXXXX'X RESTAURANT PROPERTIES
XXXXXX'X, INC.
("Seller")
and
U. S. RESTAURANT PROPERTIES OPERATING L. P.
("Buyer")
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT ("Agreement") is entered into as of
November __, 1996, by and between XXXXXX'X, INC., a California corporation
("Seller"), and U. S. RESTAURANT PROPERTIES OPERATING L. P., a Delaware
limited partnership ("Buyer").
W I T N E S S E T H:
In consideration of the mutual covenants set forth herein, Seller and
Buyer agree as follows:
1. CONVEYANCE OF PROPERTIES. On the terms and subject to the
conditions set forth in this Agreement, at Closing (as hereinafter defined),
Seller shall sell, convey and assign to Buyer, and Buyer shall buy and accept
from Seller, subject to the Permitted Encumbrances (as hereinafter defined),
good and indefeasible title in fee simple to thirty (30) parcels of land
described on SCHEDULE 1 attached hereto, on which Grandy's restaurants are
located (collectively the "Land"), together with all rights and interests
appurtenant thereto, including Seller's right, tide, and interest in and to
all adjacent streets, alleys, rights-of-way and any adjacent strips or gores
of real estate (together with the Land, collectively, the "Properties"; each
a "Property"), but excluding any interest of Seller in the buildings,
structures, fixtures, improvements and personal property located on the Land
(the "Improvements").
2. XXXXXXX MONEY. Within three (3) business days after the date both
Buyer and Seller execute and deliver this Agreement, Buyer shall deliver to
First American Title Insurance, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attn: Xxxxx Xxxx ("Title Company") $50.00 ("Non-Refundable Xxxxxxx
Money") in consideration for this Agreement and the Inspection Period (as
hereinafter defined). The Tide Company shall immediately deliver the
Non-Refundable Xxxxxxx Money to Seller and the Non-Refundable Xxxxxxx Money
shall be retained by Seller in all events. In addition, Buyer on the same
date shall deposit $250,000.00 with Tide Company (the "Xxxxxxx Money"). The
Xxxxxxx Money shall be deposited in escrow or trust accounts that are
interest-bearing, readily available, liquid and federally insured to the full
extent of the Xxxxxxx Money deposited therein. The Xxxxxxx Money shall
include any interest earned thereon. Title Company shall deliver the Xxxxxxx
Money only in accordance with this Agreement.
3. PURCHASE PRICE.
(a) The purchase price for the Properties shall be $12,500,000.00
(the "Purchase Price"). The Purchase Price shall be paid to the Title
Company and distributed by the Tide Company to Seller pursuant to
instructions executed by Seller and Buyer. The Purchase Price shall be
credited by the Xxxxxxx Money (and any interest earned thereon) to the extent
delivered to Seller and shall be adjusted as described in this Agreement.
PURCHASE AND SALE AGREEMENT - PAGE 1
XXXXXX'X INC.
(b) No proration shall be made of real estate and personal property
taxes, utility charges and maintenance expenses, since these expenses are
obligations of the Tenant pursuant to the Lease Agreement to be executed between
Buyer and Seller (as tenant) on the Closing Date.
4. DELIVERY OF DOCUMENTS BY SELLER. On or before the date which is seven
(7) days following the date hereof, or as soon thereafter as practicable, Seller
shall deliver to Buyer the following documents ("Documents"):
(a) Commitments for title insurance covering the fee estate in the
Land ("Title Commitments") from the Title Company, setting forth the status
of the title of the Land, showing all matters of record affecting the Land,
together with a true, complete, and legible copy of all documents referred to
in the Title Commitments;
(b) Current "as built" Surveys of the Properties drawn under the
minimum standard detail requirements for ALTA/ACSM land title surveys,
recertified to Buyer and the Title Company, listing all easements and
encroachments affecting the Properties, identifying parking spaces (including
handicapped designation) and ingress and egress, and containing a flood plain
certification;
(c) Current phase I environmental surveys (the "Environmental
Reports");
(d) Balance sheet and income statements of Seller for the fiscal
quarter ending September 30,1996, and at least the previous three (3) years,
which identify separately the gross sales from each restaurant location (the
"Financial Statements");
(e) Certificates of insurance covering the Properties and
Improvements;
(f) Copies of any current real property leases, if any, on the
Properties; and
(g) Copies of real estate tax bills for the prior three (3) years.
5. RIGHT OF ENTRY, INSPECTION, TERMINATION.
(a) From the date hereof to the Closing Date, Seller shall afford
Buyer and its representatives a continuing right to inspect, at reasonable
hours, the Properties, Documents, and all other documents or data pertaining
to the Properties. Buyer shall indemnify and hold Seller harmless from and
against any loss, claim or liability arising or resulting from the
inspections made by Buyer. At any time prior to 5:00 p.m. on the date that
is fifteen (15) days after the date of this Agreement, Buyer may terminate
this Agreement by written notice to Seller as to all of the Properties, in
its sole and absolute discretion, and obtain a return of the Xxxxxxx Money.
PURCHASE AND SALE AGREEMENT - PAGE 2
XXXXXX'X INC.
(b) If Buyer does not terminate this Agreement pursuant to Section
5(a) above, from the date of receipt of the last of the Title Commitment, Survey
and Environmental Report with respect to each Property, Buyer shall have a
fourteen (14) day period (the "Review Period") in which to deliver written
objection to Seller (which objection must be reasonable) of any matter contained
in such Title Commitment, Survey and Environmental Report with respect to such
Property. Seller, at its sole cost and expense shall have the right, but not
the obligation, to agree in writing to cure or remove at or before Closing any
such matter objected to by Buyer within the five (5) day period following the
last day of the Review Period with respect to such Property. If Seller does not
cure or agree to cure such matter to the reasonable satisfaction of Buyer, and
if (i) such defect in the reasonable discretion of Buyer would materially impair
the fair market value of the affected Property, or (ii) such matter is reflected
on the "requirements" Schedule of the Title Commitment, Buyer may by notice to
Seller delivered in writing within ten (10) days following the last day of the
Review Period terminate this Agreement only as to the Property with the uncured
defect (the "Excluded Property"), with a reduction in the Purchase Price equal
to the Allocated Value of the Excluded Property as set forth on Schedule 1. If
Buyer terminates this Agreement with respect to an Excluded Property, Seller
may, in its sole discretion, terminate this Agreement in its entirety by written
notice to Buyer within ten days after Buyer's notice to Seller that it has
terminated the Agreement with respect to the Excluded Property, in which event
the Xxxxxxx Money shall be returned to Buyer and Buyer and Seller shall have no
further rights or obligations hereunder. Notwithstanding the foregoing, Buyer
shall have no right to terminate this Agreement with respect to a Property for
the following defects: (i) statutory liens for taxes or other governmental
charges not yet due and payable or the amount or validity of which is being
contested in good faith by appropriate proceedings by Seller, and with respect
to which Seller has agreed to establish all reserves required under the Lease
Agreement on the Closing Date; and (ii) survey exceptions, reciprocal easements
agreements, utility easements, and other customary encumbrances on, and
exceptions to, title to real property that (w) were not incurred in connection
with any indebtedness, (x) do not render title to the property encumbered
thereby unmarketable (y) do not, individually or in the aggregate, materially
impair the use, for its current purposes, or value, of such real property, and
(z) are not listed on the "requirements" Schedule of the Title Commitments.
6. TITLE. All matters reflected on the Title Commitment or Survey with
respect to a Property on the last day of the Review Period shall be "Permitted
Encumbrances" hereunder, unless such Property is an Excluded Property or Buyer
delivers an objection notice to Seller as provided in Section 5(b) and Seller
agrees to cure any such matter in the manner provided in Section 5(b) at or
prior to Closing.
7. REPRESENTATIONS AND WARRANTIES. Seller hereby represents and warrants
to, and covenants with Buyer that:
(a) Seller has the full right, power, and authority to execute,
deliver, and perform this Agreement, and this Agreement, when executed and
delivered by Seller and Buyer, shall constitute the valid and binding agreement
of Seller, and shall be enforceable against Seller in accordance with its
PURCHASE AND SALE AGREEMENT - PAGE 3
XXXXXX'X INC.
terms subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium, or similar laws affecting the rights of creditors
generally and the availability of equitable remedies.
(b) All requisite action on the part of Seller has been taken by
Seller in connection with making and entering into this Agreement and the
consummation of the purchase and sale provided for herein, and no consents or
approvals are required from any party in order to consummate such purchase
and sale.
(c) No attachments, execution proceedings, assignments for the
benefit of creditors, insolvency, bankruptcy, reorganization or other
proceedings are pending or, to the best of Seller's knowledge, threatened
against Seller, which would materially adversely affect the ability of Seller
to consummate the transactions contemplated by this Agreement.
(d) Seller has not received any written notice from appropriate
governmental authorities that any Property is in violation of any applicable
laws which would materially adversely affect the ability of the Seller to
operate any Property or materially affect its value.
(e) Seller has not received any written notices from any insurance
company, board of fire underwriters or similar organization regarding any
material defects in any Property which would materially adversely affect the
ability of the Seller to operate any Property or materially affect its value.
(f) The Improvements and their use shall be in material compliance
with all applicable zoning, building, environmental, subdivision and other
laws, rules, and regulations applicable thereto, as well as any private
restrictive covenants affecting the Properties, except where any
noncompliance would not materially adversely affect the ability of the Seller
to operate any Property or materially affect its value; and shall be ready
for use and occupancy, and all necessary certificates of approval and
occupancy shall have been issued and furnished by all authorities having or
claiming to have jurisdiction over the construction, use or occupancy of the
Improvements.
(g) From the date hereof, and until the Closing or earlier
termination of this Agreement, Seller shall not sell, assign or create any
right, title or interest whatsoever in or to any Property or create any
liens, encumbrances or charge thereon without discharging the same at or
prior to the Closing Date.
(h) The Financial Statements are and will be true, correct,
accurate and complete and will not omit to state any fact or condition, the
omission of which makes such statements misleading.
(i) Seller has no knowledge of any litigation, or threatened
litigation, or of claims of any kind, or of any facts or circumstances which
may in any way materially adversely affect Seller or any Property, including
any material violations of any regulations of the Environmental Protection
Agency and any state regulatory body concerning the disposal of grease,
hazardous waste, petroleum,
PURCHASE AND SALE AGREEMENT - PAGE 4
XXXXXX'X INC.
any underground storage tanks or any other hazardous materials or regulations
of the Americans with Disabilities Act providing for access to the premises,
dining areas and bathroom areas of any Property ("Applicable Laws").
(j) To the best of Seller's knowledge, all structures and
Improvements upon each Property have been constructed and installed in material
compliance with all applicable laws, statutes, ordinances, codes, covenants,
conditions and restrictions of any kind or nature affecting such Property.
(k) Seller has no information or actual knowledge of any proposed
change in any of the Applicable Laws or any judicial or administrative action or
any action by adjacent landowner or any facts or conditions relating to any
Property in each case which would materially and adversely affect, prevent or
limit the use of such Property as a restaurant.
(l) Seller has received no written notice of taking, condemnation,
betterment or assessment, actual or proposed, with respect to any Property.
(m) To the best of Seller's knowledge, no portion of any Property
lies within any 100-year flood plain.
All representations and warranties made in this Agreement shall be
deemed to be made on the date hereof and again on the Closing Date. It shall
be a condition of Buyer's obligation to close that all warranties and
representations made hereunder are true in all material respects on the
Closing Date. If Buyer discovers prior to Closing, that any representation
or warranty made in this Agreement is not true in all material respects and
is not susceptible of being cured prior to the Closing, then Buyer shall have
the right, as its sole and exclusive remedies, to either (i) terminate this
Agreement in accordance with Section 13 by delivering notice to Seller prior
to the Closing Date, or (ii) elect to purchase the Properties subject to such
untrue warranty or representation without any reduction in the Purchase
Price. If Buyer discovers after Closing that any representation or warranty
made in this Agreement is not true in all material respects, Buyer shall be
entitled to exercise any and all rights and remedies available at law or in
equity as a result of any breach of any of such representations or
warranties, provided as a condition to Buyer's right to do so, Buyer must
deliver written notice of such breach to Seller within one (1) year after the
Closing Date and Buyer must exercise such remedies including the filing of
any suit or other action within two (2) years after the Closing Date, based
on a breach thereof of which Buyer gave Seller such notice within such one
(1) year period after the Closing Date.
8. CLOSING. The closing ("Closing") of the sale of the Properties by
Seller to Buyer shall occur on the first business day seven (7) days after the
last day of the last Review Period to occur, or at such earlier date agreed to
by Seller and Buyer in writing (the date such Closing occurs is hereinafter
referred to as the "Closing Date"). Provided, however, if Closing does not
occur on or before December 13, 1996, either Buyer or Seller may terminate this
Agreement (provided that such
PURCHASE AND SALE AGREEMENT - PAGE 5
XXXXXX'X INC.
terminating party is not otherwise in default hereunder) and Buyer shall
receive a refund of its Xxxxxxx Money. Closing shall occur in the offices of
Xxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
or at another place and or time as mutually agreed upon by Seller and Buyer,
commencing at 10:00 o'clock a. m. on the Closing Date. At Closing:
(a) Buyer shall deliver to Seller (i) the Purchase Price in
accordance with Section 3; (ii) an executed Lease Agreement referred to
below; and (iii) evidence satisfactory to Seller and the Title Company that
the person executing documents on behalf of Buyer has full right, power and
authority to do so.
(b) Seller shall deliver or cause to be delivered to Buyer the
following ("Closing Documents"):
(i) Special Warranty Deed in the form of EXHIBIT A, conveying to
Buyer the Land subject to the Permitted Encumbrances; IRC Section 1445
Certification in the form of EXHIBIT B; all fully executed, sworn to, and
acknowledged, as appropriate, by Seller;
(ii) An executed Lease Agreement in the form attached hereto as
EXHIBIT C (with such revisions to Section 15.4 thereof as Seller's lender
may reasonably request and which are reasonably acceptable to Buyer); and
(iii) Evidence satisfactory to Buyer and Title Company that
the person or persons executing the Closing Documents on behalf of Seller
have full right, power and authority to do so.
(c) Seller shall be responsible for the costs of obtaining the Title
Commitments, the Environmental Reports, the Owner Policies of Title Insurance
for the Properties (with survey exception deleted), the Surveys and all required
updates thereof, and applicable transfer taxes. Buyer and Seller shall share
all escrow fees of the Title Company and recording costs.
(d) Each of Seller and Buyer shall pay its own legal fees incurred
in connection with this Agreement; provided, however, that if a suit is filed
by Buyer or Seller alleging a breach hereof or default hereunder, the
non-prevailing party shall pay all reasonable legal fees of the prevailing
party resulting from such suit.
(e) Seller shall deliver to Buyer possession of the Properties
subject to the Lease Agreement and Permitted Encumbrances.
9. NOTICES. Any notice provided or permitted to be given under this
Agreement must be in writing and may be served by depositing same in the United
States mail, addressed to the party to be notified, postage prepaid and
certified, with return receipt requested, by delivering the same in
PURCHASE AND SALE AGREEMENT - PAGE 6
XXXXXX'X INC.
person to such party, or by delivering the same by confirmed facsimile.
Notice given in accordance herewith shall be effective upon the earlier of
receipt at the address of the addressee or on the second (2nd) day following
deposit of same in the United States mail as provided for herein, regardless
of whether same is actually received. For purposes of notice, the addresses
of the parties shall be as follows:
If to Seller, to: American Restaurant Group
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxx XxXxxxxxx
Phone No. 000-000-0000
Fax No. 000-000-0000
With a copy to: Xxxxxx X. Xxxxxxx
Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Phone No. 000-000-0000
Fax No. 000-000-0000
With a copy to: American Restaurant Group, Inc.
Law Department
0000 Xx Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Phone No. 000-000-0000
Fax No. 000-000-0000
If to Buyer: U. S. Restaurant Properties Operating L. P.
Attn: Xxxxx Xxxxxxxxx
0000 Xxxxxxx Xxxx Xxxx
Xxxxx 000, Xxxx Xxx 000
Xxxxxx, Xxxxx 00000
Phone No. 000-000-0000
Fax No. 000-000-0000
With a copy to: Xxxxxxx X. Xxxxxxxx
Middleberg Xxxxxx & Gianna
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Phone No. 000-000-0000
Fax No. 000-000-0000
PURCHASE AND SALE AGREEMENT - PAGE 7
XXXXXX'X INC.
Either party may change its address for notice by giving ten (10) days prior
written notice thereof to the other party.
10. COMMISSIONS. Buyer shall defend, indemnify, and hold harmless
Seller from any claim by any party claiming under Buyer for any brokerage,
commission, finder's, or other fees relative to this Agreement or the sale of
the Properties, and any court costs, attorneys' fees, or other costs or
expenses arising therefrom and alleged to be due by authorization of Buyer.
Seller shall defend, indemnify and hold harmless Buyer from any claim by any
party claiming under Seller for any brokerage, commission, finder's, or other
fees relative to this Agreement or the sale of the Properties, and any court
costs, attorneys' fees, or other costs or expenses arising therefrom and
alleged to be due by authorization of Seller.
11. ASSIGNS. This Agreement shall inure to the benefit of and be
binding on the parties hereto and their respective heirs, legal
representatives, successors and assigns. This Agreement may not be assigned
by Buyer or Seller without the consent of the other.
12. DESTRUCTION, DAMAGE OR TAKING BEFORE CLOSING. In the event of damage
to or destruction of all or any portion of any Property by fire or other
casualty, Seller shall promptly notify Buyer. This Agreement shall remain in
full force and effect, and Seller shall, at its option, either (i) repair
such damage or destruction, or, if such damage or destruction has not been
repaired prior to Closing, (ii) require Buyer to take title to the Property,
assign to Buyer all available casualty insurance proceeds and indemnify Buyer
(in form and content satisfactory to Buyer) for all costs and expenses of
repair in excess of available insurance proceeds. In the event of an eminent
domain taking or the issuance of a notice of an eminent domain taking with
respect to all or any portion of the Property, Seller shall promptly notify
Buyer. If such taking shall have a materially adverse effect upon the
present use and operation of the affected Leased Property or the economic
feasibility of operation thereof or shall result in the elimination of
necessary legal ingress and/or egress from such Leased Property to public
roads (each a "Total Taking"), then Buyer shall have, as its sole and
exclusive remedies, (i) the option to terminate this Agreement with respect
to such Property, with a reduction in the Purchase Price attributable to such
Excluded Property equal to the Allocated Value of such Excluded Property as
set forth on Schedule 1, or (ii) if Buyer does not elect to terminate this
Agreement with respect to such Excluded Property, this Agreement shall remain
in full force and effect, Buyer shall be obligated to consummate this
transaction for the full Purchase Price, and Buyer shall be entitled to
receive, to the extent allocable to the Excluded Property, all eminent domain
awards and, to the extent the same may be necessary and appropriate, Seller
shall assign to Buyer at Closing Seller's rights to such awards. If an
eminent domain taking occurs with respect to any Property which is not a
Total Taking, then Buyer shall still be obligated to purchase the affected
Property and, at Seller's option (i) any award for such taking shall first be
paid to Seller to the extent reasonably necessary to enable Seller to repair
and/or reconstruct the affected Property (which repair and/or reconstruction
shall be the obligation of Seller), with any remainder of such award being
paid to Buyer or (ii) the entire award for any such
PURCHASE AND SALE AGREEMENT - PAGE 8
XXXXXX'X INC.
taking shall be paid to Buyer and Seller shall have no obligation to repair
and/or reconstruct the affected Property.
13. TERMINATION AND REMEDIES.
(a) If Buyer fails to consummate the purchase of the Properties
pursuant to this Agreement for any reason other than termination hereof
pursuant to a right granted to Buyer in Sections 5, 7, 8, or 12, then Seller,
as its sole and exclusive remedy, shall have the right to terminate this
Agreement by notifying Buyer thereof, in which case the Title Company shall
deliver the Xxxxxxx Money to Seller, whereupon neither party shall have any
further rights or obligations hereunder. Seller and Buyer hereby acknowledge
and agree they have included the provision for payment of liquidated damages
because, in the event of a breach by Buyer, the actual damages incurred by
Seller can reasonably be expected to approximate the amount of liquidated
damages called for, and because the actual amount of such damages would be
difficult if not impossible accurately to measure.
(b) If Seller fails to consummate the sale of the Properties
pursuant to this Agreement for any reason other than (i) termination hereof
by Buyer pursuant to Sections 5, 7, 8, or 12 or (ii) Buyer's failure to
perform its obligations hereunder, Buyer shall have the right, as its sole
and exclusive remedies, to either (x) terminate this Agreement by notifying
Seller thereof, in which case the Title Company shall deliver the Xxxxxxx
Money to Buyer, whereupon neither party hereto shall have any further rights
or obligations hereunder, or (y) enforce specific performance of Seller's
obligation hereunder.
(c) If Buyer terminates this Agreement pursuant to a right granted
Buyer in Sections 5, 7, 8, or 12 then the Title Company shall deliver the
Xxxxxxx Money to Buyer whereupon neither Buyer or Seller shall have any
further rights or obligations hereunder.
14. MISCELLANEOUS. Each of Buyer and Seller agrees with the other that
it has no present intention to make any public announcement of the purchase
and sale transaction contemplated hereby or of any of the terms thereof, and
shall obtain the written consent of the other party prior to making any
public announcement. Either party may provide information on the purchase
and sale transaction contemplated hereby to the Securities and Exchange
Commission, or otherwise, as required by law. Both Seller and Buyer shall
cooperate with one another and in a timely manner execute all documents
reasonably required to give effect to the purchase and sale provided for
herein. If any provision of this Agreement is adjudicated by a court having
jurisdiction over a dispute arising herefrom to be invalid or otherwise
unenforceable for any reason, such invalidity or unenforceability shall not
affect the other provisions hereof. This Agreement shall be governed and
construed in accordance with the laws of the State of Texas. This Agreement
is the entire agreement between Seller and Buyer concerning the sale of the
Properties and no modification hereof or subsequent agreement relative to the
subject matter hereof shall be binding on either party unless reduced to
writing and signed by the party to be bound. The provisions of Sections 3,
7, 8, and 10 shall survive Closing. EXHIBITS A-C attached hereto are
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XXXXXX'X INC.
incorporated herein by this reference for all purposes. Time is of the
essence in the performance of each and every provision of this Agreement. In
the event that the last day for taking any action or serving notice under
this Agreement falls on a Saturday, Sunday or legal holiday, the time period
shall be extended until the following business day.
15. DATE OF AGREEMENT. All references in this Agreement to "the date
hereof" or similar references shall be deemed to refer to the last date on which
all parties hereto have executed and received a fully executed copy of this
Agreement. This Agreement constitutes an offer by Buyer to purchase the
Properties on the terms and conditions and for the Purchase Price specified
herein. Unless sooner terminated or withdrawn by notice in writing to Seller,
this offer shall lapse and terminate at the close of Buyer's business day ten
(10) days following execution of this Agreement by Buyer, unless, prior to such
time, Seller has returned to Buyer one (1) fully executed copy of this
Agreement.
IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of the
date first set forth above.
BUYER:
U. S. RESTAURANT PROPERTIES OPERATING L. P.
By: U. S. RESTAURANT PROPERTIES, INC.
By: /s/ Xxxx Xxxxxxxx
----------------------------------------
Name: Xxxx Xxxxxxxx
--------------------------------------
Title: Chairman
--------------------------------------
SELLER:
XXXXXX'X, INC.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxx
-------------------------------------
Title: Secretary
-------------------------------------
PURCHASE AND SALE AGREEMENT - PAGE 10
XXXXXX'X INC.
The undersigned hereby executes this Agreement for the sole purpose of (i)
acknowledging receipt of the Xxxxxxx Money and the Non-Refundable Xxxxxxx Money
and (ii) to evidence its agreement to hold the Non-Refundable Xxxxxxx Money and
the Xxxxxxx Money in trust for the parties hereto in accordance with the terms
of this Agreement.
TITLE COMPANY:
FIRST AMERICAN TITLE INSURANCE
By: /s/ Xxxxx X. Xxxx
-----------------------------------------------
Name: Xxxxx X. Xxxx
-----------------------------------------------
Title: Vice President
---------------------------------------------
Date of Execution: 11/25/96
--------------------------------
ATTACHMENTS:
Exhibit A - Special Warranty Deed
Exhibit B - IRC Section 1445 Certification
Exhibit C - Lease Agreement
PURCHASE AND SALE AGREEMENT - PAGE 11
XXXXXX'X INC.
Schedules and Exhibits Omitted
