Exhibit 10.2
SALE CONTRACT
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THIS AGREEMENT ("Agreement") made and entered into as of this 28th day of
February 2005 by and between MARINE HOLDINGS, INC., (hereinafter referred to as
"Purchaser") and XXXXXX XXXXXXXXX AND XXXXXXX XXXXXXXXX, husband and wife,
(hereinafter referred to as "Sellers"),
WITNESSETH:
WHEREAS, Sellers are the owners of a certain property which consists of
approximately twelve (12) acres and the improvements located thereon at 000
Xxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000. Exact legal description in Sellers'
title to govern. The Land shall hereinafter be sometimes referred to as the
"Property"; and
WHEREAS, Sellers desires to sell the Property to Purchaser, and Purchaser
desires to purchase the Property from Sellers, on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements set forth herein, the receipt and sufficiency of which
are hereby acknowledged, and to induce reliance thereon and in reliance thereon,
the parties hereto covenant, agree, stipulate, represent and warrant as follows:
1. AGREEMENT TO SELL AND PURCHASE. Sellers agree to sell and convey by
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general warranty deed, and Purchaser agrees to purchase and accept, in its AS IS
condition, the Property together with the appurtenances, fixtures and equipment
thereto belonging for the price (the "Purchase Price") of Two Million One
Hundred Twelve Thousand Three Hundred Ten Dollars, ($2,112,310) all in
accordance with and subject to the terms and conditions hereof.
2. CLOSING; POSSESSION. The closing of the purchase and sale contemplated
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by this Agreement (the "Closing") shall occur on February 28, 2006. Closing may
occur at an earlier date, by mutual written agreement of Purchaser and Seller.
Closing shall take place at a title company chosen by the parties prior to
closing. Possession of the Property shall be transferred to Purchaser at
Closing, subject to the possessory rights of tenants under leases.
3. PURCHASE PRICE. The full amount of the Purchase Price shall be paid in
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cash, by wire transfer or certified check, at Closing. Purchaser shall be
responsible for the following items:
a. General property taxes for calendar year 2005 and following (state,
county, municipal, school district and like real estate taxes), utilizing the
most current available assessments and tax rates.
b. Special taxes or assessments, if any, upon the Property assessed or
becoming a lien on or prior to the date of Closing, including deferred payments
or installment payments therefore payable after the date of Closing.
c. Fuel, electricity, water, sewer and other utility charges and deposits up
to and including the date of Closing.
d. Subdivision, condominium and levee district charges up to and including
the date of Closing.
4. CLOSING DOCUMENTS. At or prior to Closing, Seller shall deliver or cause
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to be delivered to the Title Company the following documents, duly authorized
and executed (copies of which shall also be simultaneously delivered to
Purchaser), to be held in escrow by the Title Company subject to completion of
all closing requirements:
a. General Warranty Deed, conveying to Purchaser marketable fee simple title
to the Property. The deed shall include all of Seller's right, title and
interest, if any, in and
to all abutting roads and rights-of-way and all reversionary rights therein, and
in and to all appurtenant easements and other rights appurtenant to the
Property.
b. Closing Statements.
c. Any affidavits or certificates customarily executed in Franklin County,
Missouri, by sellers in connection with the sale of property similar in nature
to the Property.
5. NOTICES. All notices or other communications required or permitted to be
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given under this Contract shall be in writing and shall be given
To the Purchaser:
Marine Holdings, Inc.
000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
To the Sellers:
Xxxxxx XxXxxxxxx
Xxxxxxx XxXxxxxxx
00 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Any notices required or permitted to be given hereunder shall be in writing and
shall be deemed given when (a) delivered personally, (b) delivered by telegram
or facsimile, (c) one day after delivery to a nationally recognized courier
service (such as Federal Express) for overnight delivery, or (d) three (3) days
after depositing the same with the United States mail designated as first class,
certified, registered, postage prepaid and return receipt requested.
6. MISCELLANEOUS PROVISIONS.
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a. Time is of the essence with respect to each and every provision of this
Agreement.
b. The captions in the various paragraphs of this Agreement are inserted
only as a matter of convenience and for reference, and in no way define, limit
or describe the scope of this Agreement nor the intent of any provision hereof.
c. If any date for the occurrence of an event or act under this Agreement
falls on a Saturday, Sunday or legal holiday in the State of Missouri, then the
time for the occurrence of such event or act shall be extended to the next
succeeding business day.
d. This Agreement, together with all exhibits attached hereto and
incorporated by reference herein, constitutes the entire understanding between
the parties hereto and supersedes any and all prior agreements, arrangements and
understandings between the parties hereto. This Agreement may be amended only
by a writing signed by both Purchaser and Sellers.
e. This Agreement may be executed in one or more counterparts, each of which
shall constitute an original.
f. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respecting heirs, executors, administrators, personal
representatives, successors and assigns.
g. The persons who execute this Agreement on behalf of Purchaser and on
behalf of Seller hereby represent and warrant that they are duly authorized to
execute this Agreement.
h. In the event either party hereto fails to perform any of its obligations
under this Agreement, the defaulting party shall pay any and all costs and
expenses incurred by the other party in enforcing or establishing its rights
hereunder, including, without limitation, court costs and reasonable attorneys'
fees.
i. The facsimile transmission of any signed original document, and
retransmission of any signed facsimile transmission, shall be the same as the
transmission of an original. At the request of either party, or the closing
agent, the parties will confirm facsimile transmitted signatures by signing an
original document.
____________________________ ____________________________
PURCHASER Seller
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Seller
