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EXHIBIT 10.13
AGREEMENT FOR THE SALE
AND PURCHASE OF REAL ESTATE
THIS AGREEMENT, entered into this 26th day of April, 2001, by and
between DPD ENTERPRISES, INC., a Georgia corporation, ("Seller"), and C&S
BANCORPORATION, INC., a Georgia Corporation, ("Purchaser");
WITNESSETH:
For and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00),
the mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree as follows:
1. PURCHASE AND SALE
Upon the terms and conditions hereinafter set forth, Seller agrees to
sell and Purchaser agrees to purchase an approximately 1.50 acre parcel, known
as Out--Parcel 0, Xxxx Xxxxx Xxxxxx, Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx, as shown
on the plat labeled Exhibit A attached hereto and made a part hereof (the
"Property").
2. XXXXXXX MONEY
Purchaser shall pay to the Escrow Agent (as hereinafter defined)
$25,000.00 within seven (7) days of the Effective Date (as hereinafter defined)
( the "Xxxxxxx Money"). Said sum shall be held by the Escrow Agent and applied
or disbursed in accordance with the terms of this Agreement.
3. PURCHASE PRICE
3.1 The purchase price ("Purchase Price") for the Property to be
paid by Purchaser to Seller at the Closing and consummation of the purchase and
sale of the Property as contemplated herein (the "Closing" and the date of such
Closing, the "Closing Date") shall be $975,000.00.
3.2 The Purchase Price shall be paid at Closing by immediately
available funds, less a credit for the Xxxxxxx Money.
3.3 The Purchase Price shall be adjusted to reflect the prorations
between Purchaser and Seller in paragraph 7 below.
4. [RESERVED]
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5. CLOSING
The Closing shall be held on or before sixty (60) days from the date of
the last execution of this Agreement ("Effective Date"), during normal business
hours at the offices of Bouhan, Xxxxxxxx & Xxxx, Savannah, Georgia.
6. CONVEYANCE OF TITLE
6.1 At the Closing, Seller shall convey to Purchaser "good and
marketable fee simple title" to the Property by Limited Warranty Deed. "Good and
marketable fee simple title" shall be such title as is acceptable to a
reasonable purchaser using the State Bar of Georgia Title Standards, as
currently published, as the criteria to marketability of the title required
hereby, and is insurable by a title insurance company acceptable to Purchaser at
standard rates and without exception other than the Permitted Exceptions as
defined herein.
Title to the Property shall be conveyed by Seller to Purchaser
free of all liens, leases and encumbrances with the following exceptions (the
"Permitted Exceptions"):
(a) Current state and county ad valorem property and
sanitary sewer taxes not yet due and payable;
(b) General utility, sewerage and drainage easements
affecting the Property which do not interfere with Purchaser's intended
use of the Property or impose obligations or burdens upon Purchaser;
(c) Any matter which would be disclosed by an accurate
survey and inspection of the Property as to which Purchaser does not
object within the Inspection Period; and
(d) Notwithstanding any provision hereof to the contrary,
the Property shall not be subject to any covenants, restrictions and
agreements which restrict the use of the Property for banking purposes.
6.2 At the Closing, Seller shall execute and deliver to Purchaser
the Limited Warranty Deed, a standard form owner's affidavit and a certificate
with respect to Seller's non--foreign status sufficient to comply with the
requirements of Section 1445 of the Internal Revenue Code, commonly known as the
Foreign Investment in Real Property Tax Act of 1980, and all regulations
applicable thereto ("FIRPTA"). In addition, Seller shall execute and deliver
such other documents as Purchaser may reasonably require to effect or complete
the transaction contemplated by this Agreement and for Purchaser to obtain an
owner's policy of title insurance. Seller shall pay the State of Georgia
Transfer Tax and Seller's attorney's fees.
6.3 At the Closing, Purchaser shall execute and deliver to Seller
such documents as Seller may reasonably require to effect or complete the
transaction contemplated by this Agreement. Purchaser shall pay Purchaser's
attorney's fees and other closing costs, and any utility/availability and
capacity fees.
7. PRORATIONS
At the Closing, all ad valorem property taxes and assessments of any
kind on the Property for the year of the Closing shall be prorated between
Purchaser and Seller as of midnight of the day prior to Closing. Such proration
shall be based upon the latest ad valorem property tax and assessment bills
available.
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8. INSPECTION
8.1 Purchaser shall have a period of forty-five (45) calendar days
after the Effective Date of this Agreement (the "Inspection Period") within
which to examine, examine title, inspect and review the Property at Purchaser's
expense to determine the suitability of the Property for Purchaser's intended
use including, without limitation, verification of zoning, utility usage and
inspect fees, environmental assessment and ability to secure approvals from
applicable governmental agencies to develop the Property in accordance with
Purchaser's intended use. In the event Purchaser determines, within the
Inspection Period, that the Property is not suitable for its intended use,
Purchaser shall have the right to terminate this Agreement by giving written
notice to Seller of such termination prior to the expiration of the Inspection
Period. If Purchaser so terminates this Agreement within the Inspection Period,
then the Xxxxxxx Money shall be promptly returned to Purchaser, and this
Agreement shall thereupon become null and void, and neither party shall have any
further rights or obligations hereunder except as expressly provided. If
Purchaser fails to so terminate this Agreement within the Inspection Period,
then Purchaser shall be deemed to have waived such right to terminate and shall
be obligated to close this transaction as contemplated herein.
8.2 Purchaser indemnifies and holds Seller harmless from and
against any and all loss or damage Seller may incur and any and all liens that
may arise as a result of Purchaser's activities or the activities of Purchaser's
agents, representatives or designees on the Property and against any and all
claims for death or injury to persons or properties arising out of or connected
with Purchaser's (or its agents, representatives or designees) going upon the
Property pursuant to the provisions of this Paragraph or otherwise, and against
all costs, expenses and liabilities occurring in or in connection with any such
claim or proceeding brought thereon, including, without limitation, court costs
and reasonable attorneys' fees. This indemnity shall survive the Closing or any
termination of this Agreement.
9. [RESERVED].
10. NOTICES
All notices, demands and deliveries of surveys and any and all other
communications that may be or are required to be given to or made by either
party to the other in connection with this Agreement shall be in writing and
shall be deemed to have been properly given if delivered in person, or sent by
overnight commercial courier or by registered or certified mail, return receipt
requested, to the addresses set out below or at such other address as specified
by written notice and delivered in accordance herewith:
SELLER: Xx. Xxxxxxxxxx X. Xxxxx
PURCHASER: Xx. Xxxxx X. Xxxxxx
C&S Bancorporation, Inc.
P. O. Xxx 0000
Xxxxxxxx, Xxxxxxx 00000-0000.
For the purposes of this Agreement, the time of actual delivery, as
evidenced by a signed receipt therefor, if made in person, or one day after
deposit in the ordinary course of business, if by overnight commercial courier,
or the date of postmark, if by mail, shall be deemed the date of any notice,
demand or delivery. Rejection or other refusal to accept or inability to deliver
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because of changed address of which no written notice was given shall be deemed
to be receipt of such notice, demand or delivery. By giving at least five days
prior written notice thereof to all other parties hereto, a party hereto may
from time-to-time and at any time change its mailing address hereunder.
11. [RESERVED]
12. ASSIGNMENT.
Purchaser shall have the right to assign this Agreement to any
person(s), partnership or corporation, without the prior written consent of
Seller.
13. DEFAULT
In the event the transaction contemplated hereby is not closed because
of Purchaser's default, the Xxxxxxx Money shall be retained by Seller, and, in
addition, Seller shall have all rights and remedies available at law and in
equity for Purchaser's breach. In the event the transaction contemplated hereby
is not closed because of Seller's default, then the Xxxxxxx Money shall be
refunded promptly to Purchaser and Purchaser shall have all rights and remedies
available at law or in equity for Seller's breach.
14. ESCROW AGENT
The Escrow Agent referred to above shall be Xxxxxxx X. Xxxxxxxxx and
Colonial Investment Group. The Escrow Agent shall not be charged with any
knowledge until such facts are communicated to the Escrow Agent in writing. The
Escrow Agent shall not be required to institute or maintain any litigation
unless indemnified to his satisfaction for his counsel fees, costs,
disbursements and all other expenses and liabilities to which he may, in his
judgment, be subjected in connection with such action, except with respect to
matters arising out of the gross negligence or willful misconduct of Escrow
Agent. Seller and Purchaser shall at all times indemnify the Escrow Agent
against all actions, proceedings, claims or demands arising out of this
transaction, except with respect to matters arising out of the gross negligence
or willful misconduct of Escrow Agent. Upon failure of Purchaser to comply with
the requirements as set forth herein and pursuant to Paragraph 13 hereof, Escrow
Agent shall be empowered to dispose of the Xxxxxxx Money Deposit as provided for
in said paragraph without incurring any liability. In the event of a dispute
between Seller and Purchaser which cannot be resolved, Escrow Agent shall have
the option to deposit the Xxxxxxx Money Deposit into a court of competent
jurisdiction pending resolution of the deposition of said funds and to
interplead Seller and Purchaser in respect thereof, and upon depositing said
funds, Escrow Agent shall bear no further responsibility.
15. [RESERVED]
16. [RESERVED]
17. POSSESSION
Seller shall deliver actual possession of the Property to Purchaser at
Closing.
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18. SURVIVAL OF CERTAIN PROVISIONS
All terms, provisions, conditions or obligations set forth in
Paragraphs 8, 10, 11 and 14 of this Agreement shall survive the Closing and
shall inure to the benefit of and be binding upon the respective parties hereto,
their successors and assigns. Except as set forth in the preceding sentence, the
provisions of this Agreement shall not survive the Closing, but shall merge into
the documents executed and delivered at the Closing.
19. MISCELLANEOUS
19.1 This Agreement shall be construed and interpreted under the
laws of the State of Georgia.
19.2 Time is of the essence in complying with the terms, conditions
and agreements of this Agreement.
19.3 This Agreement contains the entire agreement of the parties
hereto with respect to the subject matter hereof and no representations,
inducements, promises or agreements, oral or otherwise, between the parties and
not expressly stated herein, shall be of any force or effect.
19.4 This Agreement shall be binding upon and inure to the benefit
of the parties hereto, and their respective successors and assigns.
19.5 Any amendment to this Agreement shall not be binding upon
Purchaser and Seller unless such amendment is in writing duly executed by both
Purchaser and Seller.
19.6 Upon Purchaser's execution and delivery of this Agreement to
Purchaser, this Agreement shall be deemed an offer by Purchaser to Seller open
for acceptance until 5:00 P.M. on the ___ day of April, 2001, by which time a
fully executed copy of this Agreement must be delivered by Seller to Purchaser;
otherwise, this offer shall be terminated and of no further force or effect.
19.7 The provisions of this Agreement concerning disbursement of
the Xxxxxxx Money, Purchaser's entering upon the Property and any others
expressly so indicating shall survive termination.
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20. CLOSING COSTS. All closing costs and prepaids are to be paid by
Purchaser. Seller shall pay State Transfer Tax.
IN WITNESS WHEREOF, Seller and Purchaser have caused this instrument to
be executed, under seal, as of the day and year first above written.
SELLER:
Signed, sealed and delivered in the DPD ENTERPRISES, INC.
presence of:
/s/ Witness By: /s/ President
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Unofficial Witness Title: President
/s/ Xxxx Xxxxx Xxxxxx
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Notary Public
Date of Execution: 4/26/2001
PURCHASER:
Signed, sealed and delivered in the C&S BANCORPORATION, INC.
presence of:
/s/ Xxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxx
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Unofficial Witness Title: President and Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxx Date of Execution: 4/18/2001
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Notary Public
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