PURCHASE AND SALE AGREEMENT
REAL PROPERTY
THIS AGREEMENT, made this 25th day of September, 1997, by and between
UNION CAMP CORPORATION, a Virginia corporation with a principal place of
business at 0000 Xxxxxx Xxxx, Xxxxx, Xxx Xxxxxx 00000 (hereinafter referred to
as "Seller"), and INTERNATIONAL ISOTOPES INC. (hereinafter referred to as
"Buyer");
WITNESSETH:
WHEREAS, Seller owns certain real estate located at 0000 Xxx Xxxxxxx
Xxxx, Xxxxxx, Xxxxx, being approximately an 80,000 square feet office and
warehouse building and an approximately 12,000 square feet warehouse, and
approximately 12.0 acres of land;
WHEREAS, Seller desires to sell, in accordance with the terms and
subject to the conditions hereinafter set forth, the real estate and
improvements;
WHEREAS, Buyer, in accordance with the terms and subject to the
conditions hereinafter set forth, desires to purchase such real estate and
improvements;
NOW, THEREFORE, the parties hereto, in consideration of the premises,
the respective agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, do
hereby agree as follows:
1. Real Property to be sold
At the Closing, Seller shall sell to Buyer, and Buyer shall purchase from
Seller, that certain real property, together with all improvements thereon
and all appurtenances thereunto belonging, situated in the City and County
of Denton, Texas and more particularly described as being Xxx 0, Xxxxx 0,
of HARLEY ADDITION, an Addition to the City of Denton, Texas according to
the plat thereof recorded in Cabinet B. Slide 000, Xxxx Xxxxxxx, Xxxxxx
Xxxxxx, Xxxxx (hereinafter the "Real Property"). The Real Property shall
include all easements, rights-of-way, and appurtenances thereto, including
all of Seller's right, title and interest (if any) in all public ways
adjoining the property, subject to all restrictions of record and matters
as noted in the commitment for title insurance.
2. Purchase Price
(a) The purchase price hereunder shall be Two Million One Hundred Thousand
($2,100,000.00) Dollars (hereinafter the "Purchase Price"):
(b) The Purchase Price shall be payable as provided in Section 4(b).
3. Closing
The closing hereunder (the "Closing") shall take place on or before
November 1, 1997, which date may be extended upon written consent of both
Buyer and Seller, and the parties may effectuate the Closing by mail,
courier and/or wire transmission of documents or at such other time and
manner as Seller and Buyer may agree upon in writing. Any personal
property belonging to Seller remaining on the Real Property at Closing
shall become the personal property of Buyer.
4. Deliveries at the Closing
(a) Subject to the terms and conditions hereof, Seller shall at the
Closing:
(1) Deliver to Buyer the Seller's duly executed special warranty
deed conveying to Buyer good, marketable, fee-simple title to the Real
Property, free and clear of all liens and encumbrances and subject only to
such conditions, restriction and easements as shall be of record, and
other matters which would be noted in the commitment for title insurance.
(2) Such deed will be in substantially the same form as Exhibit A
attached hereto and incorporated herein by reference.
(3) Deliver exclusive possession of the Real Property to Buyer.
(4) To the extent Seller is legally capable, assign all railway
agreements and spur agreements (if any) applicable to the Real Property to
Buyer.
(b) Subject to the Terms and conditions hereof, Buyer shall at Closing:
(1) Pay the Purchase Price in cash.
5. Prorations
Property taxes, utility expenses and similar expenses and/or costs
relating to the Real Property due and payable on, before and after the
Closing shall be prorated as of the Closing Date.
6. Expenses
Except as otherwise provided herein, each party hereto shall pay its own
costs and expenses for its performance of and compliance with all
agreements and conditions
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to be performed and complied with hereunder. Seller shall pay all expenses
of title insurance (issued by Commonwealth Land Title Insurance Co.),
survey, deed preparation, the grantor's tax on said deed, and fees of its
counsel. Buyer shall pay all other expenses normally paid by Buyer,
including, without limitation, costs of recording all documents and fees
of its counsel.
7. Brokers
Seller and Buyer each represents and warrants to the other that it has not
dealt directly or indirectly, with any broker or finder in connection with
this Agreement or any of the transaction contemplated by this Agreement
and that no broker or finder is entitled to any brokerage or finder's fee
or other commission based on agreements, arrangements or understandings
made by it, except as follows:
Xxxxxx X. Xxxxxxx with Fultsoncor (representing Seller only) shall receive
a total cash fee of $78,000.00 per agreement with Seller. See also
"Agreement Between Brokers" attached hereto as Exhibit B.
8. Amendment and Waiver
The parties hereto may by mutual agreement amend this Agreement in any
respect. Either party hereto may (a) extend the time for performance of
any of the obligations of the other; (b) waive any inaccuracies in
representations by the other contained in this Agreement or in any
document delivered pursuant hereto; (c) waive compliance by the other with
any of the covenants contained in this Agreement and performance of any
obligations by the other; or (d) waive the fulfillment of any conditions
that is precedent to the performance by the party so waiving of any of its
obligations under this Agreement. Any agreement on the part of a party to
any such amendment, extension or waiver must be in writing and signed by
such party.
9. Assignment
This Agreement shall not be assignable by either party without the consent
of the other, which shall not be unreasonably withheld. Nothing in this
Agreement, express or implied, is intended to confer upon any person,
other than the parties hereto, and their successors and permitted assigns,
any rights or remedies under or by reason of this Agreement.
Notwithstanding the foregoing, Buyer may, upon 14 days advance written
notice to Seller, designate a different grantee under the deed to be
transferred at closing.
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10. Parties in Interest
All the terms and provisions of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the successors and permitted
assigns of Buyer and Seller as their interest, rights and obligations
appear herein.
11. Notices
All notices, requests, demands or other communications hereunder shall be
in writing and shall be deemed to have been duly given (a) when delivered
in person, or (b) five (5) days after having been deposited in the mails
(certified or registered mail, postage prepaid) addressed to a party
hereto at its address given below or at such other address as such party
may hereafter specify in like manner to the other party from time to time:
(a) If to Seller, to:
Union Camp Corporation
0000 Xxxxxx Xxxx
Xxxxx, XX 00000
Attention: Xxxxx Xxxx
(b) If to Buyer, to:
International Isotopes Inc.
000 X. Xxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xx. Xxx Xxx Xxxxxx, Chairman of the Board
With Copy to:
Xxxxxxxx Xxxxxxx, Esquire
Xxx Xxxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
12. Counterparts
This Agreement may be executed simultaneously in one or more counterparts,
each of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.
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13. Governing Law
This Agreement shall be construed and enforced in accordance with laws of
the State of Texas. In the event a dispute between the parties requires
recourse to the courts for resolution, the parties agree that any such
proceeding will be instituted and maintained in the appropriate State
Court or Federal Court having jurisdiction over the Real Property.
14. Headings
The title or headings of sections and subsections set forth in this
Agreement have been inserted merely to facilitate reference and shall have
no bearing upon the interpretation or effect of any of the provisions of
this Agreement.
15. Exhibits
All exhibits referred to in this Agreement are attached hereto and made a
part of this Agreement.
16. Xxxxxxx Money
Buyer shall, upon the execution of this Agreement, deposit $20,000.00 with
the Escrow Agent as xxxxxxx money. This money shall be retained by Escrow
Agent and shall be credited against the Purchase Price at Closing. Any
interest earned on such xxxxxxx money from delivery to Seller until
closing shall be credited to Buyer.
17. Default
If Buyer fails to comply with this contract, Buyer shall be in default.
Seller may terminate this contract and retain the xxxxxxx money, plus
applicable interest, as liquidated damages as its sole and exclusive
remedy, thereby releasing the parties from this Agreement. If Seller is
unable to deliver the required deed at closing, Buyer may terminate this
contract and receive the xxxxxxx money as its sole and exclusive remedy,
thereby releasing the parties from this Agreement. In the alternative,
either party may seek to enforce this contract thorough specific
performance as its sold and exclusive remedy.
18. Time
Time is of the essence of his Agreement. Strict compliance with the times
for performance in this Agreement is required.
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19. Effective Date
The effective date of this Agreement for purposes of performance of all
obligations shall be the date the Escrow Agent receives a copy of this
Agreement which has been fully executed by the parties.
20. Casualty Loss And/Or Condemnation
If any part of the property is significantly damaged or destroyed by fire
or other casualty loss, or if condemnation proceedings are commenced
against any portion of the property, the parties shall negotiate an
adjustment to this Agreement. If no such adjustment can be agreed to by
the parties, either party may terminate this contract upon written notice
to the other and the xxxxxxx money shall be refunded to Buyer, thereby
releasing the parties from this Agreement.
21. Condition of Property/Inspection
The real property is sold by Seller "as is." Seller makes no
representation, warranty or other guaranty as to the condition of the
property. Buyer may, at its sole option and expense, inspect the property
as it deems necessary. By the execution of this Agreement, Buyer
acknowledges that it has not relied upon any representations, either made
orally or in writing, concerning the condition of the real property and is
relying on its own investigation and inspection.
22. Title Policy and Survey
(A) TITLE POLICY: Seller shall furnish to Buyer at Seller's expense and
Owner Policy of Title Insurance (the Title Policy) issued by Commonwealth
Land Title Insurance Company (the Escrow Agent) in the amount of the Sales
Price, dated at or after closing, insuring Buyer against loss under the
provisions of the Title Policy, subject only to those title exceptions
permitted by this contract, or as may be approved by Buyer in writing, and
the standard printed exceptions contained in the promulgated form of Title
Policy; provided however that: the exception as to restrictive covenants
shall be endorsed "None of Record", unless restrictions are approved by
Buyer. With 10 days after the Escrow Agent receives a copy of this
contract Seller shall furnish Buyer a commitment for Title Insurance (the
commitment) including copies of recorded documents evidencing title
exceptions. Seller authorizes the Escrow Agent to deliver the Commitment
and related documents to Buyer at Buyer's address. Buyer shall have 10
days after receipt of the Commitment and legible copies of documents
evidencing title exceptions required by this contract to object in writing
to matters disclosed in the Commitment other than the standard printed
exceptions as described or limited in this paragraph.
(B) SURVEY REQUIRED: Within 10 days after the Effective Date of this
contract,
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Seller, at Seller's expense, shall furnish to Buyer a Category 1A survey
of the Property dated after the effective date of this contract, provided,
however, that the cost thereof shall be reimbursed to Seller from xxxxxxx
money if Buyer fails to close.
Buyer may, within ten days after Buyer's receipt of the survey object in
writing to any matter that constitutes a defect or encumbrance to title on
the survey or if the survey shows any part of the Property to lie in a
100-year floodplain area.
23. Miscellaneous
Buyer should have an Abstract covering the Property examined by an
attorney of Buyer's selection, or Buyer should be furnished with or obtain
a Title Policy.
24. Inspections and Feasibility Studies
Within 30 days after the Effective Date of this contract, Buyer, at
Buyer's expense, may complete or cause to be completed inspections of the
Property (including all improvements and fixtures) by inspectors of
Buyer's choice. Inspections may include but are not limited to: (I)
physical property inspections including, but limited to , structural, pest
control, mechanical, structural, electrical, or plumbing inspections; (ii)
economic feasibility studies; (iii) any type of environmental assessment
or engineering study including the performance of tests such as soils
tests, air sampling, or paint sampling; (iv) compliance inspections to
determine compliance with zoning ordinances, restrictions, building codes,
and statutes(e.g., ADA, OSHA, and others). Seller shall permit Buyer and
Buyer's inspectors access to the Property at reasonable times. Seller
shall pay for turning utilities on for inspections. If Buyer determines,
in Buyer's sole judgment, that the Property is not suitable for any reason
for Buyer's intended use or is not in satisfactory condition, then Buyer
may terminate this contract by providing written notice of termination to
Seller within the time required to complete the inspections, studies, or
assessments under this paragraph, and the Xxxxxxx Money shall be refunded
to Buyer less the sum of $100.00 to be retained by Seller as independent
consideration for Buyer's right to terminate under this paragraph. If
Buyer does not terminate this contract within the time required, any
objections with respect to the inspections, studies and assessments under
this paragraph shall be deemed waived by Buyer, If this contract does not
close through no fault of Seller, Buyer shall restore the Property to its
original condition if altered due to inspections, studies, or assessments
completed by Buyer or Buyer's inspectors.
25. Entire Agreement
This Agreement contains the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes any prior
agreements or
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understandings between the parties hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the date and year first above written.
BY: Xxx Xxx Xxxxxx INTERNATIONAL ISOTOPES INC.
Its: Chairman & Treasurer By: X.X. Xxxxxxxx
-------------------------
Its: Executive Vice President
-------------------------
Attest: Xxxx X. Xxxxxx
-------------------------
Its: President & CEO
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(Seal)
UNION CAMP CORPORATION
By: Xxxxxxx X. Xxxxxxx
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Its: Vice President
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Attest: Xxxx Xxxx Xxxxxxx
------------------------
Its: Assistant Secretary
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(Seal)
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