CONTRACT FOR PURCHASE AND SALE
------------------------------
THIS CONTRACT FOR PURCHASE AND SALE (the "Contract"), made as of this _____
day of June 2002, by and between FAMILY STEAK HOUSES OF FLORIDA, INC., a Florida
corporation, whose address is 0000 Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxxxx
00000 (the "Seller"), AFTER OURS, LTD., a Florida limited partnership, whose
address is 000 Xxxx Xxxx, Xxx Xxxx, Xxxxxxx 00000 (the "Purchaser"), and XXXXXX
& LANE PROFESSIONAL ASSOCIATION, attorneys, whose address is 0000 Xxxxxxx Xxxx,
Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx, 00000 (the "Escrow Agent").
W I T N E S S E T H :
That, for and in consideration of the mutual covenants and agreements
herein set forth, the Seller agrees to sell to Purchaser and Purchaser agrees to
buy from Seller the improved real property located at the southwest corner of
the intersection of Xxxxxx Avenue and 52nd Street in Tampa, Hillsborough County,
Florida, more particularly described in EXHIBIT "A" annexed hereto (the
"Property") on the terms and subject to the covenants and conditions set forth
below.
1. PURCHASE PRICE AND METHOD OF PAYMENT
------------------------------------
The total purchase price for the Property is $3,000,000.00, payable as
follows:
(a) $50,000.00 paid to Escrow Agent within two days of the execution
hereof as a deposit (the "Deposit").
(b) The balance of $2,950,000.00 payable in cash at closing, subject to
the adjustments and prorations set forth herein below.
2. CONVEYANCE
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(a) Seller agrees to convey the Property to Purchaser by special warranty
deed, subject to the following matters:
(i) Taxes and assessments for the year of closing and subsequent
years;
(ii) Matters set forth on the title report to be provided pursuant to
Section 3 herein below; and
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(iii)Seller's right to occupy and use the Property pursuant to the
lease described in paragraph 7 herein below.
(b) Revenue stamps required on the deed, the broker's commissions
described in paragraph 15 herein below, the title insurance search fee
and premium and the survey will be paid by Seller. The cost of
recording the deed, expense of delivering the funds due at closing,
and the costs associated with the Purchaser's financing (if any) shall
be paid by Purchaser. Each party shall pay its own attorney's fees.
(c) In addition to the special warranty deed, at closing Seller shall
deliver the following additional documents, duly executed, to
Purchaser: (i) an assignment assigning and conveying to Purchaser all
of Seller's right, title and interest in all transferable permits,
approvals, conditional use permits or approvals, variances, guaranties
and warranties relating to the Property; (ii) assignment of any
parking agreements or easements relating to the Property; (iii)
affidavits as commonly used in Hillsborough County, Florida to the
effect that Seller has not, except for the lease with Seller to be
entered into at closing, granted any rights to any persons to
possession of the Property, that all fees and assessments and all
bills for all labor, services and materials, incurred by Seller that
affect the Property have been fully paid for so that there cannot
exist any lien upon the Property as a result thereof. The affidavit
shall be in such form as will enable a title insurance company to
eliminate its standard printed form exception for rights of parties in
possession (except for Seller as tenants) and unfiled construction and
other liens incurred by Seller and to be able to insure the "gap";
(iv) pursuant to Section 1445 of the Tax Reform Act of 1984, a
non-foreign person affidavit; (v) such other items and instruments as
the title insurance company may reasonably require; (vi) a closing
statement (both Seller and Purchaser to execute).
3. EVIDENCE OF TITLE
-----------------
Within twenty (20) days from the date upon which the latter of the Seller
and Purchaser has executed this Contract (the "Effective Date"), Purchaser shall
obtain, at Seller's expense and deliver to the Purchaser, a commitment for title
insurance issued by Attorneys Title Insurance Fund, Inc. through its agent,
Xxxxxxx & Xxxxxxx, P.A., 0000 Xxxxxxx Xxx. X., Xxxxxxxxx, XX 00000, agreeing to
insure the fee-simple title to the Property in the Purchaser upon recording of
the deed from the Seller for the full amount of the purchase price under an ALTA
owner's policy. The Purchaser shall, prior to the expiration of the Inspection
Period hereunder, notify the Seller of any matters of title which it finds
objectionable. Seller shall have ten (10) days' time in which to cure such
objections to title, but shall not be obligated to spend any money or file suit
to do so. In the event Purchaser does not give notice of defects of title prior
to the expiration of the Inspection Period, then title shall be considered
acceptable. If Seller elects in its sole discretion not to cure or is unable to
cure the defects during said ten (10) day curative period, then Purchaser shall
have five (5) days after the expiration of the curative period within which to
elect whether or not it will complete the purchase and accept title subject to
title defects, or whether it will elect to terminate this Contract.
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If Purchaser elects to terminate this Contract pursuant to this section, Escrow
Agent will forthwith return the Deposit to Purchaser, and all rights and
obligations of the parties hereunder shall thereupon terminate.
4. SURVEY AND OTHER INFORMATION
----------------------------
Seller shall obtain and deliver to the Purchaser with the title commitment
a current ALTA survey of the Property (the "Survey"). If the Purchaser makes
written objection to any matters shown thereon within ten (10) days following
receipt thereof, such matters shall be treated as a title objections pursuant to
the provisions of paragraph 3 above. In addition, within five (5) business days
following the Effective Date Seller shall also deliver to the Purchaser copies
of any other documentary information which it has in its possession concerning
the Property, including but not limited to a site plan, existing title insurance
policy, existing survey, copies of easements, parking agreements or other
restrictions affecting the Property or running in favor of the Property, any
notices received pertaining to building, zoning or environmental conditions;
service, maintenance or other contracts affecting the Property, Phase I
Environmental Assessment, engineering, mechanical and roof reports, and plans
and specifications for the improvements located upon the Property (and such
other documentation or information that Purchaser may reasonably request that is
in the possession of Seller). Any of the aforedescribed documents delivered to
the Purchaser pursuant to this paragraph are accurate to the best of the
Seller's knowledge and belief, but without having made independent inquiry.
Seller is unaware of any material omission or errors in any of said documents.
Seller makes no representation or warranty concerning the existence of any of
the aforedescribed documents, nor does it represent and warrant the accuracy or
completeness of any documentary information concerning the Property which was
prepared by a third party. By its receipt of the same, the Purchaser
acknowledges that the accuracy and completeness of any third party study or
report is not warranted by the Seller and Purchaser agrees to look only to such
third party in the event of errors or omissions therein.
Seller, at Seller's expense shall cause a Phase I Environmental Assessment
("Phase I") of the Property to be conducted and completed within thirty (30)
days after the Effective Date. In the event that said Phase I report contains a
recommendation that a Phase II Environmental Assessment ("Phase II") be
conducted on the Property, then Seller shall cause a Phase II to be conducted on
the Property. Seller, at Seller's expense, shall within five (5) days after
receipt of the Phase II Report cause any remediation that is suggested in said
report to be commenced, provided the cost of said remediation is not greater
than Thirty Thousand Dollars ($30,000.00). Buyer agrees to extend the Closing
Date for a period of up to sixty (60) days (or such longer period as may be
reasonably necessary) to allow Seller to accomplish the remediation. If the
estimated cost of remediation exceeds Thirty Thousand Dollars ($30,000.00), the
Contract shall be automatically terminated. In addition, if the Seller commences
remediation based upon an estimated cost of Thirty Thousand Dollars ($30,000.00)
or less, and during the conduct of remediation the estimate is revised to exceed
Thirty Thousand Dollars ($30,000.00), or if invoices for the remediation
submitted to the Seller exceed Thirty Thousand Dollars ($30,000.00), then this
Contract shall be automatically terminated. Should the Contract be terminated
pursuant to this paragraph, Seller shall return Purchaser's Deposit to Purchaser
and neither party shall have any further obligation or liability to the other
under this
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Contract. Notwithstanding anything in the Contract to the contrary, the
Investigation Period shall be extended to the date that the Phase II Report, if
required hereunder, confirms that the Property is free of contamination or the
date Seller accomplishes, to Purchaser's satisfaction, any remediation suggested
in the Phase II Report which the Seller is required to accomplish hereunder.
5. SELLER'S REPRESENTATIONS AND WARRANTIES
---------------------------------------
Seller represents, warrants and covenants to Purchaser as of the date of
this Contract through his authorized agents, and as of the closing as follows:
(a) Seller has full power and authority to enter into and carry out the
agreements continued in, and transactions contemplated by, this
Contract. The persons signing this Contract and any documents and
instruments in connection herewith on behalf of Seller have full power
and authority to do so. This Contract has been duly authorized and
executed by Seller, and upon delivery to and execution by Purchaser
shall be a valid and binding agreement of Seller.
(b) The execution, delivery and performance by Seller of this Contract and
such other instruments and documents to be executed and delivered in
connection herewith by Seller do not, and shall not, result in any
violation of, or conflict with, or constitute a default under, (i) any
provisions of any agreement of Seller or any mortgage, deed of trust,
indenture, lease, security agreement, or other instrument, covenant,
obligation or agreement to which Seller or the Property is subject, or
(ii) any applicable statute or regulation, or any administrative or a
court order or decree.
(c) There are no attachments, assignments for the benefit of creditors,
receiverships, conservatorship or voluntary or involuntary proceedings
in bankruptcy or any other debtor relief actions contemplated by
Seller or filed by Seller, to Seller's actual knowledge, pending in
any current judicial or administrative proceedings against Seller.
(d) To the best of Seller's knowledge and belief there are no existing or
threatened eminent domain or condemnation actions relating to the
Property or any part thereof nor any action, suit, arbitration or
other legal proceeding pending against or affecting the Property or
any portion thereof.
(e) To the best of Seller's knowledge and belief, no "Hazardous
Substances" (as herein defined) are located on or under the Property
in violation of any applicable laws or governmental rules or
regulations, nor are any Hazardous Substances located on or under the
Property in compliance with applicable laws or governmental rules or
regulations which are required to be removed
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or remediated in order to develop the Property. For purposes of this
paragraph 11, the term "Hazardous Materials" includes (i) any
hazardous or toxic substance, material or waste which is or becomes
designated, regulated or classified as hazardous or toxic under any
applicable federal, state or local laws or regulations, (ii) any other
substance, material or waste which results in liability to any person
or entity from exposure to such substance, material or waste under any
statutory or common law theory, (iii) petroleum, oil or gas or any
direct or derivative product or by-product thereof, (iv) asbestos, (v)
Polychlorinated biphenyls, (vi) flammable explosives and (vii)
radioactive materials. To the best of Seller's knowledge and belief,
Seller has received no notice of any violations of any local, state or
federal statutes or laws governing the regulation, treatment, storage,
disposal or clean-up of Hazardous Material relating to the Property.
(f) To the best of Seller's knowledge and belief, no endangered or
protected habitat, flora or fauna exist on nor are in the Property,
nor is the Premises located in a designated wetlands area.
(g) Seller has the financial capability to comply with its obligations
under this Contract and the Lease to be executed at closing.
(h) Seller covenants that Seller shall not take any actions which result
in additional encumbrances being imposed against the Property after
the date of this Contract and prior to the closing, except as
otherwise contemplated by this Contract.
(i) There are no outstanding contracts made by Seller for any improvements
to the Property which have not been fully paid for, and Seller shall
cause to be discharged any and all construction liens or materialmen's
liens arising from work from which Seller has contracted.
(j) Seller will, on the Closing Date, be the owner of and have title in
fee simple to the Property, and shall know of no possessory or other
rights affecting the Property other than those revealed in the title
commitment referred to in the Contract and not objected to by
Purchaser.
(k) Seller is not a party to any litigation and is not aware of any
threatened litigation or claims against it. No material claim has been
made or asserted against Seller and there are no proceedings affecting
it that are pending or, to its knowledge, threatened before any
federal, state or municipal body or agency. There is no outstanding
judgment, decree, or order against Seller which affects Seller in any
way.
(l) All federal, state and local taxes that Seller must pay or that have
been assessed against it or as to which, to its knowledge, a claim has
been made or threatened have been paid or provided for. Seller has
filed with the appropriate governmental agencies all required tax
returns and tax reports. There is no pending tax claim or dispute on
taxes which might result in a lien against the Property.
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(m) The material truth and accuracy of the foregoing representations and
warranties shall be a condition to Purchaser's obligations hereunder.
Prior to closing, Seller shall notify Purchaser of any facts or
circumstances which are contrary to the foregoing representations and
warranties. All the representations, warranties, covenants, agreements
and indemnities of Seller set forth herein and else where in this
Contract shall be true upon the execution of this Contract, and shall
be deemed to be repeated at and as of the closing and shall survive
the closing hereunder for a period of one (1) year. Additionally, all
indemnities by Seller to Purchaser as set forth in this Contract shall
survive the termination of this Contract.
PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT AND DOES NOT MAKE ANY
REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR GUARANTIES OF
ANY KIND OR CHARACTER WHATSOEVER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST,
PRESENT, OR FUTURE, OF, AS TO, CONCERNING, OR WITH RESPECT TO THE PROPERTY AND
ITS CONDITION, OTHER THAN THOSE SET FORTH ABOVE.
6. INSPECTION PERIOD
-----------------
Purchaser shall have forty-five (45) days from and after the Effective Date
(the "Inspection Period") within which to inspect the Property, make soil and
other environmental tests thereon and make other such investigations of the
Property as it deems necessary. In making such inspections and investigations,
Purchaser shall not interfere with the operations of Seller at the Property and
shall indemnify and hold Seller harmless from damage to person or property
caused by or arising from such inspections and/or investigations, such indemnity
to include attorneys' fees at all trial and appellate levels. At or prior to the
end of the Inspection Period, Purchaser shall notify Seller in writing as to
whether it, in its sole discretion, desires to go forward under this Contract.
Should Purchaser give notice that it has elected to purchase the Property, the
Deposit shall become non-refundable except in the event of default by the Seller
and the parties shall proceed to closing as provided herein. Should Purchaser
fail to furnish notification within the time specified, Purchaser shall be
deemed to have accepted the Property, the Deposit shall become non-refundable
except in the event of default by the Seller and the parties shall proceed to
closing as provided herein. Should Purchaser give notice at or prior to the
expiration of the Inspection Period that it has elected not to purchase the
Property, the Deposit shall be returned to the Purchaser, this Contract shall
terminate and be of no further force and effect, and the parties hereto shall be
relieved of any further obligation hereunder.
7. LEASE TO SELLER
---------------
In consideration of Seller's agreement to sell and Purchaser's agreement to
purchase the Property, the Purchaser agrees to lease the Property to Seller at
closing upon the terms and conditions set forth in the lease attached hereto as
EXHIBIT "B" (the "Lease"). Execution and delivery of the Lease by the Purchaser
and Seller is a condition precedent to the Seller's and Purchaser's respective
obligations to close this transaction.
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8. NOTICES
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Any notices required or permitted under this Contract shall be deemed
delivered when mailed, postage prepaid by registered or certified mail, return
receipt requested, or deposited with a reputable overnight courier service such
as Federal Express, addressed to the respective parties at their addresses set
forth in the heading of this agreement.
9. CLOSING
-------
The closing shall take place at the offices of Xxxxxxx & Xxxxxxx, P.A.,
Bradenton, Florida, Florida or, if the parties agree, by mail, on any day
selected by the Purchaser which falls within either of the following two time
periods: July 11 to July 13, 2002, inclusive, or August 11 to August 13, 2002,
inclusive. Purchaser shall notify the Seller in writing of its election of the
Closing Date more than three (3) business days prior to said date. At closing,
real estate taxes, rents, expenses and other proratable items will be prorated
as of the date of closing, and possession of the Property will be delivered to
Purchaser at closing. If the current year's tax assessment or millage is not
available at the time of closing, prorations shall be based upon taxes for the
preceding tax year. Taxes will be prorated taking into account the November
discount. At Closing, Seller shall deliver to Purchaser the following original
documents:
(a) A special warranty deed to the Property, subject only to those
exceptions approved in writing or waived by Purchaser;
(b) An assignment to Purchaser of all assignable permits, licenses, and
certificates held by Seller and relating to the Property;
(c) A certificate of non-foreign status satisfying Section 1445 of the
Internal Revenue Code executed by Seller;
(d) A certificate executed by Seller re-certifying to the Purchaser as of
the Closing Date all of the representations and warranties contained
in paragraph 5 of this Contract; and
(e) A seller's affidavit sufficient to remove all of the standard
exceptions from the title insurance policy to be issued after Closing.
(f) Such other documents, agreements, and affidavits as may reasonably be
requested by the title insurance company or Purchaser's counsel.
10. DEFAULT BY PURCHASER
--------------------
If Purchaser breaches this Contract through no fault of Seller, Seller
shall have the right to the Deposit made with Escrow Agent, and Escrow Agent
shall pay over same to Seller. The moneys thus received shall be accepted by
Seller as consideration for the execution of this Contract and in full
settlement of any claims for damages (it being recognized by the parties that
the amount of actual
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damages suffered by Seller for holding the Property off the market are
impossible to determine and the amount of the deposits represent a good faith
effort on the part of the parties to estimate such damages) and thereupon the
parties hereto shall be relieved of all further obligations hereunder.
Notwithstanding the foregoing, Purchaser's indemnities contained in Section 6
hereof shall survive a termination and are not subject to the limitations of
this section and Seller's rights under such indemnities shall not be limited to
the Deposit.
11. DEFAULT BY SELLER
-----------------
If Seller fails to perform any of the covenants of this Contract, Purchaser
shall have the option to (a) require the return of the Deposit to Purchaser on
demand, or (b) to enforce this Contract by suit for specific performance of
Seller's obligations hereunder. Seller shall have no other liability hereunder.
12. PROVISIONS NOT TO SURVIVE CLOSING/INDEMNIFCATION
------------------------------------------------
Other than the Lease to be executed by the parties at closing, Purchaser's
indemnity set forth in paragraph 6 hereof, all indemnities by Seller to
Purchaser as set forth in this Contract, and Seller's warranties set forth in
paragraph 5 hereof, the provisions of this Contract shall merge into the deed,
and no provisions shall survive the closing of this sales transaction.
Notwithstanding the foregoing, Seller hereby indemnifies and agrees to hold
Purchaser harmless from all liability, loss or damage of any nature, including
attorney's fees and expenses incurred (i) as a result of the breach of this
Agreement by Seller and/or the failure of any warranty or representation of
Seller contained in this Agreement, and (ii) arising out of or relating to the
Property up to and including the closing date.
13. PERSONS BOUND
-------------
This Contract shall be binding upon and inure to the benefit of the parties
and their respective heirs, personal representatives, successors and assigns.
14. ASSIGNMENT
----------
Purchaser shall not have the right to assign its rights under this Contract
prior to closing without Seller's consent. However, Purchaser may assign its
rights hereunder without the Seller's consent to any entity owned or controlled
by Xxxx Xxxxxxx, or Purchaser's qualified intermediary, Iowa State Bank.
15. BROKERAGE
---------
The parties represent to each other that they have not dealt with any real
estate broker or agent in connection with this transaction other than Florida
Growth Realty, Inc. representing the Seller to whom a total commission of four
percent (4%) of the Purchaser Price shall be paid by Seller, if and only if the
transaction closes but not otherwise. Each party shall indemnify and hold
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the other harmless from any other claim or demand made by a broker or agent with
respect to this transaction because of acts or omissions of such party.
16. ESCROW AGENT
------------
Escrow Agent shall hold the Deposit in escrow in an interest bearing
account and disburse it in accordance with the terms and conditions of this
Contract. All interest earned on the Deposit shall belong to the Purchaser
except in the event of a default entitling the Seller to the Deposit, in which
event the interest accrued thereon shall belong to the Seller. In the event it
is in doubt as to its duties or liabilities under this Contract, the Escrow
Agent may, in its sole discretion, continue to hold the Deposit until the
parties mutually agree as to the disbursement thereof, or until the rights of
the parties are determined in accordance with the Contract, or it may deliver
the Deposit then held pursuant to this Contract to the Clerk of the Circuit
Court of Hillsborough County, Florida, and upon notifying all parties concerned
of such delivery, all liability on the part of the Escrow Agent shall fully
cease and terminate, except to the extent of accounting for any monies
theretofore delivered out of escrow. In the event of any dispute between
Purchaser and Seller wherein the Escrow Agent is made a party or if Escrow Agent
interpleads the subject matter of this escrow, the Escrow Agent shall be
entitled to recover its attorneys' fees and costs incurred, said fees and costs
to be charged and assessed against the non-prevailing party in any such dispute.
All parties agree that the Escrow Agent shall not be liable to any party or
person whomsoever for misdelivery to Purchaser or Seller of the Deposit, unless
such misdelivery shall be due to willful breach of this Contract or gross
negligence on the part of the Escrow Agent. Both Purchaser and Seller, jointly
and severally, agree to indemnify and hold Escrow Agent harmless from all
expenses, costs and damages incurred by Escrow Agent in connection with or as a
result of its acting as Escrow Agent herein but excepting only such costs,
expenses and damages as result from the willful breach or gross negligence of
Escrow Agent. Both parties recognize and acknowledge that Escrow Agent has
agreed to serve as Escrow Agent only as a convenience to both parties.
17. RADON GAS NOTIFICATION
----------------------
Florida law requires that the following notice be given: Radon is a
naturally occurring radioactive gas that, when it has accumulated in a building
in sufficient quantities, may present health risks to persons who are exposed to
it over time. Levels of radon that exceeds federal and state guidelines have
been found in buildings in Florida. Additional information regarding radon and
radon testing may be obtained from your county public health unit.
18. FACSIMILE TRANSMISSION
----------------------
The parties agree that this Contract may be transmitted between them by
facsimile machine. The parties intend that faxed signatures constitute original
signatures and that a faxed agreement containing the signatures (original or
faxed) of all the parties is binding on the parties.
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19. ATTORNEY'S FEES
---------------
In connection with any litigation arising out of this Contract, the
prevailing party shall be entitled to recover reasonable attorney's fees and
costs including fees and costs on appeal.
20. TAX-FREE EXCHANGE
-----------------
Seller acknowledges that the Purchaser may conduct a tax-free exchange in
connection with the purchase of the Property pursuant to Section 1031 of the
Internal Revenue Code. Seller agrees to cooperate fully with all reasonable
requests made by the Purchaser in connection therewith, including but not
limited to the execution of any and all documents necessary to effectuate said
exchange, so long as the Seller is not required to expend any funds or assume
any additional liabilities in connection therewith and such tax free exchange
shall not result in any material delay of the closing of the transaction
contemplated hereby. Further, Purchaser hereby agrees to defend, indemnify and
hold harmless the Seller from and against any and all claims, suits, actions,
losses and damages whatsoever suffered by the Seller as a result of Purchaser's
tax-free exchange. This indemnification obligation shall survive the Closing.
21. MISCELLANEOUS
-------------
(a) COUNTERPARTS. This Contract may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(b) CAPTIONS. The captions in this Contract are inserted for convenience
of reference and in no way define, describe or limit the scope or
intent of this Contract or any of the provisions hereof.
(c) ENTIRE AGREEMENT; MODIFICATIONS. This Contract contains the entire
agreement between the parties relating to the transaction contemplated
hereby, and all prior or contemporaneous agreements, understandings,
representations or statements, oral or written, are superseded hereby.
No waiver, modification, amendment, discharge or change of this
Contract shall be valid unless the same is in writing and signed by
the party against which the enforcement of such modification, waiver,
amendment, discharge or change is sought.
(d) PARTIAL INVALIDITY. Any provision of this Contract which is
unenforceable or invalid or the inclusion of which would affect the
validity, legality or enforcement of this Contract shall be of no
effect, but all the remaining provisions of this Contract shall remain
in full force and effect.
(e) NO THIRD-PARTY RIGHTS. Nothing in this Contract, express or implied,
is intended to confer upon any person other than the parties hereto
and their respective successors and permitted assigns, any rights or
remedies under or by reason of this Contract.
(f) FURTHER ASSURANCE. Both Seller and Purchaser agree that they will
without further
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consideration execution and deliver such other documents and take such
other action, whether prior or subsequent to Closing, as may be
reasonably requested by the other party to consummate more effectively
the transactions contemplated hereby.
(g) CONSTRUCTION. The parties acknowledge that they and their counsel have
reviewed and revised this Contract and that the normal rule of
construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation
of this Contract or any exhibits or amendments hereto.
(h) CALCULATION OF TIME PERIODS. Unless otherwise specified, in computing
any period of time described in this Contract, the day of the act or
event after which the designation period of time begins to run is not
to be included and the last day of the period so computed is to be
included, unless such last day is a Saturday, Sunday or legal holiday
under the laws of the State of Florida, in which event the period
shall run until the end of the next day which is neither a Saturday,
Sunday or legal holiday. The final day of such period shall be deemed
to end at 5:00 p.m., Eastern Standard Time.
IN WITNESS WHEREOF, the parties hereto have executed this Contract for
Purchase and Sale as of the day and year first above written.
Signed, sealed and delivered in the FAMILY STEAK HOUSES OF FLORIDA, INC.
presence of:
_____________________________________ By: _________________________________
Witness
_____________________________________ Name: _______________________________
Name (please print) (please print)
_____________________________________ Its: ________________________________
Witness
"SELLER"
_____________________________________
Name (please print) Signed by Seller on ______________, 2002
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Signed, sealed and delivered in the AFTER OURS, LTD., a Texas limited
presence of: partnership
_____________________________________ By: After Ours Irrevocable Trust u/a/d
Witness April 8, 1997, General Partner
_____________________________________
Name (please print) By: _________________________________
_____________________________________ XXXX XXXXXXX, TRUSTEE
Witness
_____________________________________
Name (please print) "PURCHASER"
Signed by Purchaser on June ____, 2002
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Signed, sealed and delivered in the XXXXXX & LANE PROFESSIONAL ASSOCIATION
presence of:
_____________________________________
Witness By: _________________________________
_____________________________________ Xxxxxx X. Xxxx, III
Name (please print) Its President
_____________________________________
Witness "ESCROW AGENT"
_____________________________________
Name (please print)
If payment is made by check it is subject to clearance
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XXXXXXX "X"
(XXXXX DESCRIPTION)
TO BE ATTACHED PRIOR TO EXECUTION
---------------------------------
EXHIBIT "B"
(THE "LEASE")
