PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT dated May ____, 1998 is made by and between
________________("Seller") and ______________ ("Buyer") with reference to
the following facts:
RECITALS
Seller desires to sell to Buyer and Buyer desires to purchase from
Seller common shares of stock of Price Enterprises, Inc., a Maryland
corporation ("Shares").
NOW, THEREFORE, for and in consideration of the covenants and
agreements, herein contained and other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
SECTION 1. AGREEMENT OF SALE AND PURCHASE.
Seller agrees to sell and Buyer agrees to purchase____________ Shares
pursuant to the terms and provisions of this Agreement.
SECTION 2. PURCHASE PRICE.
The purchase price for the Shares shall be _______________. The
Purchase Price shall be paid by Buyer on or before Closing by Buyer's
delivery to Seller of all of the following:
(1) A check payable to Xxxx Xxxxxx in the amount of __________.
(2) A Promissory Note Secured by Pledge of Stock ("Note") in the form set
forth in Exhibit "A" attached in the principal amount of _______________, fully
executed by Buyer, and
(3) A Stock Pledge and Security Agreement ("Pledge")in the form set forth
in Exhibit "B" attached, fully executed by Buyer.
SECTION 3. CLOSING.
The Closing shall take place on or before May 15, 1998 at the offices of
Seller, 0000 Xxxxxxx, Xxxxx 000, Xx Xxxxx, Xx. 00000 or such other time and
place as the parties may agree upon in writing.
The procedure for the Closing shall be as follows:
(i) Seller shall cause Buyer's check payable to Xxxx Xxxxxx to be
deposited in the Broker Account opened by Holder pursuant to the terms of the
Pledge.
(ii) At Closing, upon receipt of the Shares into the Broker account,
Buyer authorizes Holder to transfer funds equal to the amount of Buyer's check
be transferred to Seller.
(iii) Seller agrees Buyer shall have the right to require Holder to
pay to Buyer excess funds, if any, in the account at Closing after all required
payments have been made to Seller.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF SELLER.
4.1 Share Ownership
That the Seller is the sole owner and holder of the Shares; Seller has not
previously conveyed to any other party any right, title or interest in the
Shares and no other person or entity has a claim to, or lien against, the
Shares.
4.2 Power and Authority
Seller has the requisite power and authority to enter into and carry out
the terms of this Agreement. All action required to be taken by Seller to
consummate and perform this Agreement has been taken, and no approval of any
other person or entity is necessary in order to permit Seller to consummate and
perform this agreement.
4.3 No Other Representations or Warranties.
Except as expressly set forth above, Seller makes no representations or
warranties relating to the Shares, Price Enterprises Inc. or its affairs and
Buyer agrees to purchase the Shares on an "AS IS" basis.
SECTION 5. NOTICES.
All notices pursuant to this Agreement shall be in writing and shall be
sufficient if delivered, sent or mailed registered or certified mail, postage
prepaid, or by personal delivery, as follows:
If to Buyer:
If to Seller:
Xxx Xxxxx, Trustee
The Price Charitable Remainder Trust
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xx Xxxxx, Xx. 00000
SECTION 6. ATTORNEYS FEES.
If any legal action or any arbitration or other proceeding is brought for
the enforcement of this Agreement, or because of an alleged dispute, breach,
default or misrepresentation in connection with any of the provisions of this
agreement, the successful or prevailing party shall be entitled to recover
reasonable attorneys' fees and other costs incurred in that action or
proceeding, in addition to any other relief to which they may be entitled.
SECTION 7. ARBITRATION.
Any controversy or claim arising out of, or relating to, this Agreement, or
the making, performance, or interpretation of it, shall be settled by
arbitration in San Diego, California under the commercial arbitration rules of
the American Arbitration Association then existing, and judgment on the
arbitration award may be entered in any court having jurisdiction over the
subject matter of the controversy.
NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY
DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE FOREGOING ARBITRATION CLAUSE
DECIDED BY A NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE
GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT
OR BY JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR
JUDICIAL RIGHTS TO DISCOVERY AND APPEAL UNLESS SUCH RIGHTS ARE SPECIFICALLY
INCLUDED IN THE ARBITRATION CLAUSE. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER
AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE
AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS
ARBITRATION PROVISION IS VOLUNTARY.
We have read and understand the foregoing and agree to submit disputes
arising out of the matters included in the Arbitration Clause to neutral
arbitration.
_______________ ___________________
Sellers' initials Buyer's initials
SECTION 8. NEGOTIATED AGREEMENT.
The terms and provisions of this Agreement represent the results of
negotiations between Buyer and Seller, neither of which have acted under any
duress or compulsion, whether legal, economic or otherwise. Consequently, the
terms and provisions of this Agreement shall be interpreted and construed in
accordance with their usual and customary meanings. The Seller and Buyer hereby
waive any application of any rule of law which would otherwise be applicable in
connection with the interpretation and construction of this Agreement including
without limitation, any rule of law to the effect that ambiguous or conflicting
terms or provisions contained in the executed draft of this Agreement shall be
interpreted or construed against the party whose attorney prepared the executed
draft or any earlier draft thereof.
SECTION 9. ADDITIONAL DOCUMENTS.
Each party agrees to execute such further and additional documents,
instruments and writings as may be necessary, proper, required, desirable or
convenient for the purpose of fully effectuating the terms and provisions of
this Agreement.
SECTION 10. ENTIRE AGREEMENT.
It is understood and agreed that all understandings and agreements
heretofore had between the parties are merged in this Agreement executed by the
parties hereto and all references and related documents executed in connection
therewith. Neither party has relied upon any statements or representations not
embodied in the aforementioned documents or this Agreement.
SECTION 11. MODIFICATION.
This Agreement may not be changed orally, but only by an agreement, in
writing, signed by the parties.
SECTION 12. GOVERNING LAW.
This Agreement shall be construed in accordance with, and governed by, the
laws of the state of California as applied to contracts that are executed and
performed entirely in California.
SECTION 13. AGREEMENT BINDING; NOT ASSIGNABLE.
This Agreement shall be binding upon the Buyer, its heirs, executors,
personal representatives and successors and shall inure to the benefit of, and
be enforceable by Seller and Seller's successors and assigns. This agreement may
not be assigned by Buyer and any attempt by Buyer to make an assignment shall
render the Agreement null and void.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the
date first written above.
SELLER
____________________________________
By Xxx Xxxxx, Trustee
BUYER
EXHIBIT (C)(2)
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NUMBER OF
DATE SELLER BUYER SHARES
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May 15, 1998 Price Family Charitable Trust Xxxx X. Xxxxxxxx, Xxxxxxxx & Price, A 50,000
Professional Corp., Profit Sharing Plan -
Trust B
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May 15, 1998 Price Family Charitable Trust Xxx Xxxxxx 50,000
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May 15, 1998 Price Family Charitable Trust White & Xxxxxxxx, A Professional Corp., 50,000
Profit Sharing Plan
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May 15, 1998 Price Family Charitable Trust Xxxxxx Xxxxxxxx, President, Galinson 100,000
Holdings LLC
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May 15, 1998 Price Charitable Remainder Trust Xxxx XxXxxxx 10,000
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May 21, 1998 Price Charitable Remainder Trust Xxxx Xxxxxxx Xxxxx 20,000
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