REAL ESTATE SALE CONTRACT
THIS CONTRACT is made as of the 15th day of August, 2000, between, Maxus
Realty Trust, Inc., formerly Xxxxxx Realty Trust, Inc., a Missouri corporation
(hereinafter referred to as "Seller") and Industrial Holdings, LLC, a Delaware
limited liability company (hereinafter collectively referred to as "Buyer").
I.
PROPERTY TO BE SOLD
1.01 Sale. Subject to the terms and provisions of this Contract, Seller
agrees to sell to Buyer, and Buyer agrees to purchase from Seller, all of the
following described property (sometimes referred to herein in the aggregate as
the "Property"):
(a) a certain parcel of real property ("Land") located in the City of
Franklin Park, Xxxx County, Illinois which is more particularly described on
Exhibit A attached hereto and incorporated herein by reference, together with
all improvements thereon ("Improvements"):
(b) all of Seller's interest in (x)leases and rental agreements with
tenants occupying space situated in the Improvements (the "Tenant Leases"),
and security deposits, under the Tenant Leases, and (y) all service contracts
applicable to the Property; and
(c) all other rights, privileges, hereditaments and appurtenances owned by
Seller and in any way related to the properties described above in this
Article I which are transferable or assignable by Seller to Buyer.
II.
PURCHASE PRICE AND TERMS
2.01 Purchase Price. The total purchase price for the Property shall be Four
Million Three Hundred Ten Thousand Dollars ($4,310,000) payable as follows:
(a) Within five (5) days of the execution and delivery of this Contract by
all parties, Buyer shall immediately deliver to Assured Quality Title
Company, 0000 Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000, One Hundred Thousand
Dollars ($100,000) (such amount, together with all interest earned thereon,
is the "Xxxxxxx Money") as an xxxxxxx money deposit, said amount to be
applied to reduce any cash payment due Seller at Closing, paid to Seller or
refunded to Buyer as hereinafter provided.
1
(b) At Closing Buyer shall cause to be paid to Seller by federal funds
wire transfer in the amount of the remaining balance, plus or minus closing
adjustments described herein, to be applied against the purchase price of the
Property.
III.
TITLE INSURANCE
3.01 Title Insurance. Seller shall furnish to Buyer at Seller's expense an
Owner's ALTA form B 1992 Title Insurance Policy to Buyer in the amount of the
Purchase Price insuring a merchantable fee simple title in the Buyer as of the
date of recording of the deed. Within ten (10) days after the execution of this
Contract by Seller, Seller shall furnish Buyer a preliminary title report
together with copies of all recorded documents or agreements affecting the
Property. Buyer shall have ten (10) days from the receipt of such documents to
approve or disapprove of the status of the title. If Buyer disapproves, Buyer
may declare the Contract null and void or allow Seller ten (10) days to correct
title deficiencies. If no notification is received from Buyer within such time
period the status of title shall be deemed to be approved.
IV.
INFORMATION AND INSPECTIONS
4.01 Information. Within ten (10) days after Seller's execution of this
Contract, Seller shall provide Buyer with the following:
Copies of the leases, subleases, insurance policies, utility and tax bills
and assessments, accounting books and records, in Seller's possession or
control, records of any tenant security deposits and other information and
documents pertaining to Seller's ownership and operation of the Property, if
any.
4.02 Inspection/Financing. Buyer shall have thirty (30) days after execution
of this Agreement to inspect the Property (the "Inspection Period"). Buyer
hereby agrees to indemnify and hold Seller harmless from any and all damage or
loss to the Property or to any person or entity resulting from such inspections
(including any environmental testing and inspections permitted hereunder). In
the event Buyer, in its sole discretion, determines not to proceed with the
purchase during such Inspection Period, Buyer shall notify Seller in writing of
the termination of this Agreement, and upon delivery to Seller of all
information obtained or provided to Buyer
2
pertaining to the Property, including appraisals, audits, inspection reports or
surveys, this Agreement shall be null and void and the Xxxxxxx Money deposit
shall be returned to Buyer. However, in the event that Buyer has commissioned a
Phase II environmental study and report on the Property (if reasonably required
as a result of a Phase I report) prior to the expiration of the Inspection
Period, Buyer may, by written notice to Seller received within the Inspection
Period, extend the Inspection Period for an additional thirty (30) days. Buyer's
election to extend the Inspection Period shall, after the expiration of the of
the original thirty (30) day Inspection Period, constitute Buyer's waiver of all
due diligence matters other than the environmental condition of the Property.
During such extension of the Inspection Period, Buyer may terminate this
Agreement only if the Phase II Environmental Study evidences the existence of
environmental problems affecting the Property which Seller elects not to remedy.
In the event of such termination, Buyer shall receive its Xxxxxxx Money deposit
and deliver to Seller a copy of the report.
Buyer agrees to use all best efforts to immediately apply for financing of
approximately $3,000,000 and pursue diligently such financing application. In
the event Buyer has not completed obtaining a reasonably acceptable financing
commitment within the Inspection Period, then upon written notice to Seller,
Buyer shall have an additional fifteen (15) days after the expiration of the
Inspection Period to complete such financing. Thereafter, the Xxxxxxx Money is
nonrefundable to Buyer irrespective of whether or not Buyer's lender ultimately
funds the prospective loan.
After the expiration of the Inspection Period, Buyer may not terminate the
Contract except for the above failure of environmental or financing
contingencies, which is communicated in writing to Seller within the applicable
time frame. If Buyer fails to terminate this Contract prior to the end of the
Inspection Period (as extended, if applicable), then the Xxxxxxx Money either
shall be applied to the Purchase Price at Closing or paid to Seller as
liquidated damages in the event Closing does not occur on the Closing date.
4.03 Entry and Indemnity. In connection with any entry by Buyer, or its
agents, employees or contractors onto the Property, Buyer shall give Seller
reasonable advance notice of such entry and shall conduct such entry and any
inspections in connection therewith so as to minimize, to the greatest extent
possible, interference with Seller's business and the business of Seller's
tenants and otherwise in a manner reasonably acceptable to Seller. Without
limiting the foregoing, prior to any entry to perform any on-site testing, Buyer
shall give Seller notice thereof, including the identity of the company or
persons who will perform such testing and the proposed scope of the testing.
Seller shall approve or disapprove the scope and methodology of such proposed
3
testing within three (3) business days after receipt of such notice, such
approval to be within the sole and unfettered discretion of Seller; Seller's
failure to notify Buyer of its approval or disapproval shall be deemed to be
Seller's disapproval thereof. If Buyer or its agents, employees or contractors
take any sample from the Property in connection with any such approved testing,
upon Seller's request, Buyer shall provide to Seller a portion of such sample
being tested to allow Seller, if it so chooses to perform its own testing.
Seller or its representative may be present to observe any testing or other
inspection performed on the Property. Upon Seller's request, Buyer shall
promptly deliver to Seller copies of any reports relating to any testing or
other inspection of the Property performed by Buyer or its agents, employees or
contractors. Buyer shall maintain, and shall assure that its contractors
maintain, public liability and property damage insurance in amounts and in form
and substance adequate to insure against all liability of Buyer, its agents,
employees or contractors, arising out of any entry or inspections of the
Property pursuant to the provisions hereof, and Buyer shall provide Seller with
evidence of such insurance coverage upon request by Seller. Buyer shall
indemnify, defend and hold Seller harmless from and against any costs, damages,
liabilities, losses, expenses, liens or claims (including, without limitation,
reasonable attorney's fees) arising out of or relating to any entry on the
Property by Buyer, its agents, employees or contractors in the course of
performing the inspections, testings or inquiries provided for in this
Agreement, including without limitation, damage to the Property or release of
hazardous substances or materials onto the Property, excluding, however, any
costs incurred by Seller in supervising Buyer's testing. The foregoing indemnity
shall survive beyond the Closing, or if the sale is not consummated, beyond the
termination of this Agreement.
V.
5.01 Closing Date. The Closing of this transaction (the "Closing") shall
occur within sixty (60) days after the expiration of the Inspection Period,
excluding any extension thereof (on a date mutually acceptable to Buyer and
Seller) at the office of Assured Quality Title Company (the "Closing Date").
5.02 Delivery of Documents. At the Closing, Seller and Buyer shall execute
and deliver the following:
A. By Seller.
1. Seller's special warranty deed to the Property in recordable form so
as to vest in Buyer a marketable fee simple title thereto, insured as set
forth in Article III, subject to those exceptions to title set forth on
4
Schedule B of the title commitment and approved by Buyer during the
Inspection Period.
2. An assignment and assumption of Seller's interest in all leases
(including Tenant Leases) and service contracts on the Property.
3. A closing statement in form and content satisfactory to Buyer and
Seller.
4. Seller shall use its best efforts to deliver to Buyer estoppel
certificates and subordination and attornment agreements from existing
tenants in a form as required by Buyer and its mortgage lenders.
5. A xxxx of sale conveying the personal property.
6. Applicable state, county and local transfer tax declarations (both
Seller and Buyer must sign).
7. All other documents or things required to be
delivered to Buyer by other paragraphs of this Contract, or
reasonably required by Buyer or the title company.
8. Possession of the Property.
B. By Buyer:
1. Executed counterparts of the assignment and assumption of the
assignment of the leases (including Tenant Leases) and service contracts
affecting the Property.
2 All other documents or things required to be delivered to Seller by
other paragraphs of this contract, or reasonably required by Seller or the
title company.
3. The sums required pursuant to Section 2.01(a) by wire transfer.
Copies of all documents to be presented by Seller and Buyer shall be
delivered to the other party within the time specified elsewhere in this
Contract or in any event not later than five (5) days prior to Closing for
approval prior to Closing.
5.03 Taxes. Seller shall pay all taxes, general and special, and all
assessments that are a lien on the Property and can be paid at the date of
Closing except that all general state,
5
county, school and municipal taxes (exclusive of rebates, penalties, or
interest) payable during the calendar year in which the deed is delivered shall
be pro-rated between the Seller and Buyer as of the date of Closing. All amounts
owed by Seller for the taxes and assessments shall be credited toward the
purchase price hereunder, and deducted from the cash payable at Closing. Seller
shall pay all taxes of whatsoever kind or nature for the years up to this
calendar year on all personal property conveyed hereunder. Buyer shall pay all
personal property, transfer and sales taxes attributable to the sale.
5.04 Closing Costs. Closing costs, unless otherwise specified herein, shall
be split equally between Buyer and Seller. All closing costs attributable to any
new loan on the Property placed by Buyer, including governmental recording and
transfer charges) shall be the sole responsibility of Buyer.
5.05 Rents. Collected rents from the Property and the accrued operating
expenses of the Property shall be pro-rated between the Seller and Buyer as of
the date of Closing. Seller shall receive credit for rents on the day of
closing.
VI.
WARRANTIES
6.01 Seller's Warranties, Representations and Covenants. To induce Buyer to
enter into this Contract, Seller makes the following representations, warranties
and covenants after reasonable investigation to determine their accuracy and all
of which (i) are true as to the date of this Contract and (ii) shall be true at
Closing (and if any such warranties become untrue prior to Closing Seller shall
immediately notify Buyer of such fact); such representations and warranties
shall survive the Closing and delivery of any proceeds and documents pursuant
thereto for a period of nine (9) months after the Closing Date:
A. Seller is a Missouri corporation, in good standing, qualified to do
business in Illinois, all corporate action necessary to consummate the
transaction contemplated by this Contract has been duly taken in accordance
with law, and is the owner of the entire Property, has full right and power
to convey, good marketable and indefeasible title to the Property to Buyer at
Closing, and there exist no unrecorded liens, claims, leases, licenses or
interests of any kind affecting the title to the Property or the use thereof,
and the Property is free and clear of all liens and encumbrances except those
contained in the preliminary title report. There are no oral leases of any
portion of the Property. The Property may be conveyed, transferred and/or
assigned to Buyer without written
6
consent from any party, or if written consent is required, Seller will obtain
such consent prior to the Closing.
B. To the best of Seller's knowledge, which is limited to the books and
records in Seller's possession, (1)there are no violations of any federal,
state, county or municipal laws, ordinances, building codes, orders,
regulations or requirements affecting any portion of the Property or a
condition which would constitute such a violation; (2)the current zoning of
the land and Seller has complied with all requirements and stipulations
imposed as a condition to any zoning approval; (3) there are no pending or
threatened lawsuits affecting the Property or arising out of the ownership,
management or operation of the Property.
C. No person, firm or other entity has any right or option to acquire the
Property or any portion thereof or any interest therein, and Seller will take
no action prior to Closing which will adversely affect the rights of the
Buyer hereunder or adversely affect the ability of Seller to perform
hereunder. There are not, and shall not be at Closing, any leases or rental
agreements affecting the Property or any rights of possession thereof other
than those delivered to Buyer prior to Closing. Between the date of execution
of this Contract and the Closing, Seller shall not without the consent of
Buyer enter into any leases of, or contracts with respect to, the Property,
except for contracts necessary for the ordinary operation of the Property or
"back-up" contacts for the sale of the Property.
C. To the best of Seller's knowledge, which is limited to information
contained in the books and records in Seller's possession, there are no
condemnations, environmental, zoning or other land use regulation proceedings
either instituted or contemplated, pending or threatened affecting the
Property.
D. No work has been performed by Seller or is in progress and no materials
have been furnished to the Property or any portion thereof, though not
currently the subject of a lien, might give rise to mechanics, materialmen's
or other liens against the Seller's interest in the Property or improvements.
6.02 Limitations. Each of the representations and warranties of Seller
contained in Paragraph 6.01: (i) is made as of the date of this Agreement; (ii)
will be deemed to be remade by Seller, and to be true in all material respects,
as of Closing, subject to other matters expressly permitted in this Agreement or
otherwise specifically approved in writing by Buyer; and (iii) will
7
survive for a period of nine (9) months after the Closing Date. Any claim that
Buyer may have at any time against Seller for a breach of any such
representation or warranty, whether known or unknown, which is not asserted by
notice from Buyer to Seller within such nine (9) month period will not be valid
or effective, and Seller will have no liability with respect thereto. Nor will
Seller have any liability to Buyer for a breach of any representation or
warranty unless the valid claims for all such breaches collectively aggregate
more than Twenty-Five Thousand Dollars ($25,000.00), in which event the full
amount of such valid claims shall be actionable, up to an aggregate amount not
to in any event exceed $250,000. The continued accuracy in all material respects
of the aforesaid representations and warranties is a condition precedent to
Buyer's obligation to close. If any of said representations and warranties is
not correct in all material respects at the time the same is made or as of
Closing, and Seller had no knowledge of such inaccuracy when the representation
of warranty was made, or when remade at Closing, or if such warranty or
representation becomes inaccurate on or prior to Closing other than by reason of
Seller's default hereunder, Buyer may, upon being notified of such occurrence on
or prior to Closing either (a) terminate this Agreement without liability on the
part of Seller or Buyer, other than Buyer's indemnity contained in Paragraph
4.03 and the Deposit will be returned to Buyer, or (b) waive such matter and
proceed to Closing by notice to Seller within ten (10) days after Buyer is
notified of such occurrence, but in no event later than Closing. If Buyer fails
to give any notice within the required time period, Buyer will be deemed to have
elected to waive such matter and to proceed to Closing. If any of said
representations and warranties are not correct in all material respects at the
time the same is made or as of Closing, and Seller had knowledge of such
inaccuracy when the representation and warranty was made, or, by its default
hereunder caused the representation or warranty to be inaccurate when remade at
Closing, Buyer may either (x) terminate this Agreement subject to its
obligations under Paragraph 4.03, receive a return of the Deposit and recover
from Seller all of Buyer's actual, reasonable out-of-pocket costs incurred in
connection with its review of the Property or (y) waive the breach and its
rights under clause (x) and proceed to Closing, by notice to Seller given within
ten(10) days after Buyer is notified of such occurrence, but in no event later
than Closing. If Buyer fails to give any notice within the required time period,
Buyer will be deemed to have elected to waive such matter and to proceed to
Closing. Seller shall in no event have
8
any liability with respect to any breaches or inaccuracies as to which Buyer
either waived, or was determined to have waived, as set forth above.
VII.
REAL ESTATE FEES
7.01 Warranty. Buyer and Seller represent and warrant that they have not
dealt with any realtors in connection with this transaction who may be entitled
to a fee for services rendered. Each party agrees to indemnify the other party
against claims for commissions by any realtors caused by such parties actions.
VIII.
MISCELLANEOUS PROVISIONS
8.01 Notices. All notices and demands shall be delivered in writing to Seller
and Buyer. A copy of all notices, documents, etc. to be delivered to Buyer or
Seller shall be delivered simultaneously to Buyer's and Seller's attorney. All
notices shall be considered delivered when delivered personally to the addressee
shown or when deposited in the United States Mail, certified mail, postage
prepaid, return receipt requested, addressed as follows:
If to Seller: Maxus Realty Trust, Inc.
000 Xxxxxx
Xxxxxx Xxxx, XX 00000
(000) 000-0000 Fax: (000) 000-0000
If to Buyer: Industrial Holdings, LLC
Attn. Xxxxxxxx Xxxxx
0000 X. Xxxxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
(000) 000-0000; Fax: (000) 000-0000
8.02 Condemnation/Casualty Loss. If prior to the date of Closing all or any
material part of the Property is taken by
9
eminent domain, or if a condemnation proceeding has been or is threatened to be
instituted against the Property or any part thereof, or if a material part of
the Property sustains a casualty loss, either party may, by written notice to
the other party, elect to cancel this Contract at any time prior to the Closing.
If either party so elects, the parties shall be relieved and released of and
from any further liability hereunder, and the Xxxxxxx Money deposit shall be
promptly returned to Buyer forth-with. Unless this Contract is so canceled it
shall remain in full force and effect, and Seller shall assign, transfer, and
set over to Buyer all Seller's right, title and interest in and to any awards
that may be made for such taking, or insurance proceeds, subject to the rights
of any prior lienholder. For purpose of this provision, "material" will mean
cost or value in excess of $25,000.
8.03 Default. Buyer's remedies regarding breach of warranty or representation
by Seller are governed by Article VI. In the event of any other default by
Seller hereunder, Buyer may either (i) terminate this Agreement without
liability to either party, subject to performance of Buyer's indemnities set
forth in Paragraph 4.03, and receive back the Deposit or (ii) seek specific
performance. If said sale is not consummated because of a default under this
Agreement on the Part of Buyer, the Deposit will be paid to and retained by
Seller as liquidated damages and as Seller's sole and exclusive remedy. Seller
and Buyer acknowledge that the Deposit is a reasonable forecast of just
compensation for the harm that could be caused by Buyer's default and that the
harm suffered by Seller is difficult or impossible to accurately ascertain or
predict.
8.04 Survey. Seller shall within five days after the execution hereof, order
an updated survey of the Property and deliver the survey during the Inspection
Period. The costs of said survey shall be paid by Seller at Closing.
8.05 Legal Fees. Notwithstanding any limitation on remedies or amounts
recoverable set forth elsewhere herein, if any action is brought by either party
against the other party, the party in whose favor final judgment is entered will
be entitled to recover court costs incurred and reasonable attorneys' fees at
trial, upon appeal and on any petition for review.
8.06 Binding Effect. This Contract shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, and representatives, successors and assigns. This Agreement may
not be assigned by Buyer without Seller's written approval.
8.07 Invalidity. If any one or more of the provisions contained in this
Contract shall for any reason be held to be
10
invalid, illegal, or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provision hereof, and this
Contract shall be construed as if such provisions had not been contained herein.
8.08 Documentation. If this Contract is not fully executed and delivered by
Seller and Buyer on or before May 22, 2000, then this Contract shall be null and
void and neither Buyer or Seller shall have any obligation to the other relating
to the Property. Seller agrees not to solicit, entertain or accept any offers
for sale of the Property, except back-up offers, during this time period.
8.09 Sole Agreement. This Contract constitutes the sole agreement between the
parties and supersedes any prior understandings or written or oral agreements
between the parties. This Contract cannot be modified or amended, or any of the
terms hereof waived, except by an agreement in writing (referring specifically
to this Contract) executed by both Buyer and Seller.
8.10 Counterparts. This Contract may be executed in multiple counterparts
each of which shall be deemed an original but together shall constitute only one
agreement.
8.11 Gender. Words of any gender used in this Contract shall be held and
construed to include any other gender, and words in a singular number shall be
held to include the plural and vice versa, unless the context requires
otherwise.
8.12 Insurance. Seller agrees to maintain its current insurance coverage on
the Property.
8.13 Controlling Law. The interpretation, construction and performance of
this Contract shall be governed by the laws of the State of Illinois. Venue for
any cause of action arising out of or in connection with this Contract shall be
in Xxxx County, Illinois.
8.14 No Reliance
(a) No Reliance on Seller as to Quality or Physical Condition of Property.
Buyer is not relying and has not, except to the extent otherwise specifically
provided in this Contract, relied on Seller or its officers, directors,
agents and representatives as to (i) the quality, nature, adequacy or
physical condition of the Property including, but not limited to, the
structural elements, foundation, roof, appurtenances, access, landscaping,
parking facilities or the electrical, mechanical, HVAC, plumbing, sewage or
utility systems, facilities or appliances at the Property; (ii) the quality,
nature, adequacy or physical condition of soils at the Property; (iii) the
11
existence, quality, nature adequacy or physical condition of any utility
serving the Property; (iv) the ad valorem taxes now or hereunder payable on
the Property or the valuation of the Property for ad valorem tax purposes;
(v) the development potential of the Property, its habitability,
merchantability or fitness, suitability or adequacy for any particular
purpose; (vi) the zoning or other legal status of the Property; (vii) the
compliance by the Property or the operations thereon with any applicable
codes, laws, regulations, statutes, ordinances, covenants, conditions or
restrictions of any governmental or quasi-governmental entity or of any other
person or entity; (viii) the quality of any labor or materials relating in
any manner to the Property; or (ix) the condition of title to the Property or
the nature, status and extent of any right-of-way, lease, right of
redemption, possession, lien, encumbrance, license, reservations, covenant,
condition, restriction or any other matter affecting title to the Property.
(b) As Is Sale. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUYER IS
PURCHASING THE PROPERTY IN "AS IS" CONDITION "WITH ALL FAULTS" AND
SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES, REPRESENTATIONS OR
GUARANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, CONCERNING THE
PROPERTY OR THIS AGREEMENT FROM OR ON BEHALF OF SELLER, EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN.
(c) No Environmental Representations. SELLER HAS NOT, DOES NOT AND WILL
NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH REGARD TO COMPLIANCE WITH ANY
ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS,
ORDER OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO THE
HANDLING, GENERATING, TREATING, STORING OR DISPOSING OF ANY HAZARDOUS WASTE
OR SUBSTANCE. HOWEVER, SELLER STATES THAT IT HAS NOT RECEIVED ANY WRITTEN
NOTICE OF ANY HAZARDOUS MATERIALS LOCATED IN OR ON THE PROPERTY OR OTHER
POTENTIAL VIOLATION OF ENVIRONMENTAL PROTECTION LAWS FROM ANY FEDERAL, STATE,
OR MUNICIPAL AUTHORITY.
8.15 Confidentiality. Buyer, for itself and on behalf of its officers,
directors, employees, agents and other representatives, agrees to maintain all
information, operating reports, and other matters delivered to Buyer by Seller
hereunder or otherwise obtained by Buyer during its due diligence in the
strictest confidence. Buyer acknowledges that such information contains
confidential business information and that such information is delivered at
Buyer's request with the
12
understanding that in no event shall any such information constitute a
representation of Seller. Buyer agrees that such information will not be used
except for the sole purpose of evaluating the Property for the consummation of
this purchase, and that such information shall be kept in strict confidence.
Further, Buyer will take such precautions, and will instruct each of its
representatives and agents to take such precautions as are reasonably necessary
to keep all such information confidential, to control such information so that
it may all be returned to Seller in the event this Contract is terminated for
any reason, and to restrict such information to Buyer that, to the extent any of
such information contains forecasts, such forecasts have been prepared on the
basis of assumptions and hypotheses and that forecasts of future operating
results are difficult to predict. Accordingly, there is a material risk
attendant to Buyer's reliance on such forecasts and any other materials relating
to forecasts comprising a part of the information delivered hereunder.
THEREFORE, NO REPRESENTATION OR WARRANTY OF ANY KIND IS MADE BY SELLER
RESPECTING THE FUTURE ACCURACY OR COMPLETENESS OF SUCH FORECASTS. BUYER AGREES
TO SEEK AND RELY UPON ITS OWN INDEPENDENT ADVISORS AND COUNSEL WITH RESPECT TO
ALL MATTERS CONCERNING THE VALUE, TITLE OR CONDITION OF THE PROPERTY AND SHOULD
NOT RELY ON THE INFORMATION DELIVERED TO BUYER.
8.16 Time of the Essence. TIME IS OF THE ESSENCE OF THIS CONTRACT.
13
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the
day and year first above written.
BUYER:
Industrial Holdings, LLC
By: /s/Xxxxxxxx Xxxxx
Print Name: Xxxxxxxx Xxxxx
Title: Manager
Date Executed: August 11, 2000
SELLER:
Maxus Realty Trust, Inc. a
Missouri corporation
By: /s/Xxxxxx X. Xxxxxx
Print Name: Xxxxxx X. Xxxxxx
Title: President
Date Executed: August 15, 2000
14
EXHIBIT A
Legal Description
15
Valid only is Schedule B and Cover are attached
SCHEDULE A
COMMITMENT NUMBER H449-9533
EXHIBIT A
LEGAL DESCRIPTION
That part of the South East quarter (1/4) of Xxxxxxx 00, Xxxxxxxx 00 Xxxxx,
Xxxxx 00, Xxxx of the Third Principal Meridian, described as follows:
Commencing at a point in the East line of said South East quarter (1/4) which is
1849.19 feet North of the South East corner thereof; thence South 89(degree) 59'
13" West, in a line drawn at right angles to said East line, for a distance of
2299.41 feet to a point, said point being the Place of Beginning of the
following described tract of land, to-wit: thence North 00(degree) 00' 47" West
on a line 2299.41 feet West of and parallel with the East line of said South
East quarter (1/4) for a distance of 137.41 feet to an intersection with the
South line of the right-of-way of a tract of the Chicago, Milwaukee, St. Xxxx
and Pacific Railroad; thence South 73(degree) 56' 40" East for a distance of
80.13 feet. To its intersection with a curved line, convex to the North East and
having a radius of 394.28 feet; thence Southeasterly along said curved line for
a distance of 518.97 feet to a point of tangency; thence South 00(degree) 00'
47" East on a line tangent to the last described curved line and being 1927.41
feet West of and parallel with the East line of said South East quarter (1/4)
for a distance of 184.99 feet; thence South 9(degree) 26' 57" West 121.66 feet;
thence South 00(degree) 00' 47" East 30.00 feet; thence South 89(degree) 59' 13"
West 322.0 feet; thence North 00(degree) 00' 47" West 601.26 feet; thence South
89(degree) 59' 13" West 30.00 feet to the Point of Beginning; in Xxxx County,
Illinois.
