PURCHASE AGREEMENT
THIS AGREEMENT is entered into as of the 10th day of March 1997, by and
between XXXXXXX X. XXXX and XXXXXX X. XXXX ("Seller"), and GOLDEN STATE
VINTNERS, a California corporation, or its nominee ("Buyer").
RECITALS
Seller owns and has leased to Buyer the land and improvements located at
0000 Xxxxxx Xxxx Xxxxx in Napa, California, pursuant to a certain Warehouse
Lease, dated June 15, 1995 (the "Lease"), which grants Buyer an option to
purchase that property. Buyer has exercised the purchase option in the Lease
and wants to buy that property. The parties are entering into this Agreement to
set forth the terms and conditions of the sale to Buyer.
NOW, THEREFORE, in consideration of the foregoing and the agreements set
forth below, the parties hereto agree as follows:
1. AGREEMENT OF SALE. Seller hereby agrees to sell to Buyer and
Buyer hereby agrees to purchase from Seller that certain real property (the
"Land") located at 0000 Xxxxxx Xxxx Xxxxx xx Xxxx Xxxxxx, Xxxxxxxxxx and more
particularly described in attached EXHIBIT A, together with:
a. the warehouse building of approximately 78,168 square feet,
any and all fixtures, parking areas, landscaping and other improvements located
upon the Land (collectively the "Improvements");
b. all machinery, equipment, furnishings and other tangible
personal property owned by Seller and used in connection with the maintenance or
operation of the Improvements (collectively the "Personal Property"), a current
list of which is attached as Schedule I to EXHIBIT B;
c. all easements, rights of way, privileges, licenses,
appurtenances and other rights and benefits of Seller or belonging to the Land
(collectively the "Privileges");
d. the certificate(s) of occupancy with respect to the
Improvements and all other building or equipment permits, consents,
authorizations, variances, waivers, licenses, permits, certificates and
approvals from any governmental or quasi-governmental authority with respect to
the Land or the Improvements (collectively the "Approvals"); and
e. all architectural, mechanical, engineering, as-built and
other plans, specifications and drawings (collectively the "Plans") all surveys
(including any ALTA survey) and all soil, environmental, engineering, or other
reports or studies (collectively the "Reports"), and all transferable or
assignable warranties, representations, guaranties, contract rights and
miscellaneous rights (collectively the "Warranties") relating to the ownership,
development, use and operation of the Land and Improvements.
The Land, Improvements, Personal Property, Privileges, Approvals, Plans,
Reports and Warranties are sometimes collectively called herein the "Property."
2. PURCHASE PRICE. The purchase price for the Property shall be
equal to the sum of $125,000 and the outstanding principal balance and
outstanding accrued interest under two loans in favor of Sumitomo Bank of
California ("Sumitomo"), secured by the Property, and in the original principal
amounts of $2,120,000 and $104,887 (the "Sumitomo Loans") as of the "Closing"
(as defined in Section 6.1 below) (the "Purchase Price"); provided, however,
that Buyer shall only be obligated to pay the Purchase Price by paying $125,000
directly to Seller, in the form of cash, cashier's check or federal funds wire
transfer, on the following payment schedule: $25,000 on the date of Closing,
$50,000 on January 5, 1998, and $50,000 on June 1, 1998, and by either assuming
the obligations of or paying in full the Sumitomo Loans. Nothing contained in
this Agreement shall require Buyer to assume the Sumitomo Loans. The Purchase
Price shall be allocated as follows: Land $1,841,902 (83.47%) and Improvements
$364,761 (16.53%).
3. TITLE.
3.1 PERMITTED TITLE EXCEPTIONS. Seller shall deliver good and
marketable title to the Property to Buyer subject only to the following
exceptions (the "Permitted Title Exceptions"):
a. a lien for local real estate taxes and assessments
not yet due or payable; and
b. such other exceptions as may be approved in writing
by Buyer pursuant to Section 5.1.b. below.
3.2 ALTA OWNER'S POLICY. Evidence of title shall be the
issuance at the Closing by Chicago Title Insurance Company (the "Title Company")
of its ALTA 1970 Form B Owner's Policy of Title Insurance with extended coverage
in the amount of the Purchase Price, insuring that fee title in the Property is
vested in Buyer subject only to the Permitted Title Exceptions and containing
those endorsements required by Buyer pursuant to Section 5.l.c below (the "Title
Policy"). The Title Policy shall be issued free of all standard or general
exceptions which the Title Company is permitted by applicable law to remove or
modify, including: (i) unrecorded mechanic's lien claims, (ii) rights of parties
in possession, (iii) unrecorded taxes and assessments, (iv) unrecorded
easements, and (v) any state of facts which a current survey would disclose
(other than survey matters shown on the survey and accepted by Buyer).
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4. DOCUMENTS TO BE DELIVERED TO BUYER. Within thirty (30) days of
February 28, 1997 (the date Buyer exercised its option to purchase the Property
pursuant to the Lease), Seller shall provide Buyer with each of the following
documents and items, except as otherwise noted below:
a. TITLE REPORT. A current ALTA preliminary title report for
the Property (the "Title Report"), together with a copy of each document
referred to in the Title Report.
b. ALTA SURVEY. A copy of any surveys of the Land, in
Seller's possession, showing the Improvements constructed thereon and easements
of record and encroachments, if any.
c. AGREEMENTS. Copies of all existing easements, covenants,
restrictions, agreements, Warranties, and other documents which affect the
Property and are not disclosed by the Title Report, and which Seller has in its
possession or is able to obtain through the exercise of Seller's best efforts.
d. PROPERTY DOCUMENTS. Copies of or access to all of the
Plans, Reports and Approvals and an inventory of the Personal Property which
Seller has in its possession or is able to obtain through the exercise of
Seller's best efforts.
e. SERVICE CONTRACTS. Copies of all service, maintenance,
management and other contracts and agreements related to the operation and
management of the Property (collectively, "Service Contracts") which Seller has
in its possession or is able to obtain through the exercise of Seller's best
efforts. Buyer shall have until thirty (30) days prior to the Closing to notify
Seller if Buyer will assume any of such Service Contracts as of the Closing. On
or before Closing, Seller shall terminate all Service Contracts that Buyer does
not so elect to assume.
f. OPERATING DOCUMENTS. Copies of all real and personal
property tax bills and utility bills and a statement of income and expenses for
the Property for the last two years, and all notices regarding any actual or
potential claim, default, violation or liability with respect to the Property,
that Seller has in its possession.
g. PROPERTY REPORTS. Copies of or access to all environmental
studies and reports in Seller's possession relating to the Property, including
any correspondence with any governmental entity concerning environmental
conditions of the Property, and copies of or access to all other reports or
studies concerning the Property or its physical condition in Seller's
possession.
Buyer agrees that if it does not receive any of the foregoing within the
required time periods, it will notify Seller and give Seller a reasonable
opportunity to provide the omitted documents, before it will deem Seller to be
in default under this Agreement.
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5. CONDITIONS TO CLOSING.
5.1 BUYER'S CONDITIONS. Buyer's obligation to purchase the
Property is conditioned upon the satisfaction of each of the following
conditions, any of which may be enforced or waived in Buyer's sole discretion:
a. The performance by Seller of every obligation of
Seller hereunder, and the truth of each representation and warranty made in this
Agreement by Seller at the time the representation or warranty was made and as
of the Closing.
b. Buyer's review and approval of the Title Report, all
title exceptions, and the ALTA survey, if any, and Buyer's receipt of the Title
Policy on Closing. Buyer shall notify Seller in writing of any objections Buyer
has to the Title Report, the title exceptions or the survey, if any, and of any
endorsements Buyer will require, at least thirty (30) days prior to the Closing.
Seller may, but shall be under no obligation to, correct any such objections,
except that Seller shall be required to remove any monetary liens or
encumbrances and all title exceptions, except title exception numbers 1, 2, 3,
4, 5, 6 and 7 listed in Schedule B of the Title Report attached as Exhibit B to
the Lease and encumbrances and exceptions to title created by Tenant or approved
by Tenant at the time of recording, and to give Title Company an indemnity if
required in order for Title Company to remove from the Title Policy any
creditors' rights exceptions. If the objections cannot be removed prior to or
upon the Closing, Seller will advise Buyer thereof in writing and Buyer may
either waive its objections or seek other remedies against Seller pursuant to
this Agreement and/or the Lease.
c. No material casualty or condemnation and no material
adverse change in the zoning of the Property may have occurred.
5.4 WAIVER. Buyer may, at any time or times before the
Closing, waive one or more of the foregoing conditions, without affecting its
rights and remedies with respect to the remaining conditions. Any such waiver
must be in writing and signed by Buyer.
6. CLOSING.
6.1 CLOSING DATE. The consummation of the purchase and sale of
the Property (the "Closing") shall be held at the offices of the Title Company
on or before May 28, 1997 (the date specified by Buyer in its election to
exercise its option to purchase the Property pursuant to the Lease).
6.2 SELLER'S DEPOSITS INTO ESCROW. Seller shall deposit the
following documents and items into escrow:
a. a duly executed and acknowledged grant deed
conveying the Land and Improvements to Buyer, subject only to the Permitted
Title Exceptions;
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b. a duly executed xxxx of sale, in the form of
attached EXHIBIT B, transferring the Personal Property to Buyer;
c. a duly executed assignment, in the form of attached
EXHIBIT C, assigning to Buyer all of Seller's interest in the Plans and Reports,
all Warranties, any Service Contract that Buyer elects to assume, and all
Approvals;
d. originals of all Service Contracts that Buyer elects
to assume, Warranties, and originals or copies of all Plans, Reports, and
Approvals in Seller's possession;
e. an affidavit in the form of attached EXHIBIT D
stating that Seller is not a "foreign person" under IRC Section 1445(f)(3);
f. a duly executed certificate from Seller certifying
that there has been no change in or damage to the Property or its use or
operation (or specifying such change or damage) from the commencement date of
the Lease and that the representations and warranties described in Section 7.1
are complete and accurate as of the Closing date;
g. cash equal to the amount of any closing prorations
that are the responsibility of the Seller as set forth below; and
h. such other documents as may reasonably be required
to complete the Closing.
6.3 BUYER'S DEPOSITS INTO ESCROW. Buyer shall deposit the
following into escrow:
a. the $25,000 portion of the Purchase Price in
accordance with the provisions of Section 2 above (subject to any federal or
state tax withholding requirements);
b. an unsecured promissory note in favor of Seller, in
the form of attached EXHIBIT E, in the principal amount of $100,000, bearing no
interest and requiring two $50,000 payments on January 5, 1998 and June 1, 1998;
c. Buyer's share of the closing costs and closing
prorations as described below; and
d. such other documents as may reasonably be required
to complete the Closing.
6.4 PRORATIONS. All rents and other sources of income and all
expenses for the Property will be prorated on the Closing date on the basis of
the actual number of days in the month, 365 days in the year, and appropriate
adjustments made between the parties; provided,
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however, that the parties acknowledge that, pursuant to the terms of the Lease,
Buyer is responsible for all real and personal property taxes assessed against
the Property, insurance premiums, costs of utilities, normal operating expenses
and normal repairs and maintenance costs of the Property and that accordingly,
no prorations should be required at the Closing. If the amount of any proration
cannot be determined or cannot be determined accurately at the Closing, the
adjustments will be made between the parties as soon after Closing as possible.
6.5 CLOSING COSTS. Buyer shall pay all transfer taxes, the
cost of the Title Policy and the Title Company's escrow and recording fees.
6.6 CLOSING. Pursuant to Section 6.1 above, Title Company
shall close the escrow for this transaction when it is in a position to issue
the Title Policy and has received from Seller and Buyer the items required of
each in Sections 6.2 and 6.3 above. Title Company shall close escrow by doing
the following:
a. Recording the Grant Deed in the Official Records of
the Napa County Recorder;
b. Delivering to Buyer the Title Policy, the original
documents and items listed in Section 6.2 above, and a closing statement for the
escrow consistent with this Agreement and satisfactory to Buyer and Seller (the
"Closing Statement"), and any refund due Buyer; and
c. Delivering to Seller the amount due Seller as shown
on the Closing Statement, Seller's closing statement and the original documents
listed in Section 6.3 above.
6.7 POSSESSION. Seller shall deliver possession of the
Property to Buyer on the Closing date.
7. REPRESENTATIONS AND WARRANTIES.
7.1 REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby
makes the following representations and warranties to Buyer, which
representations and warranties shall survive the Closing and all of which (i)
are material and are being relied upon by Buyer, and (ii) are complete and
accurate as of the date hereof and shall be complete and accurate at the Closing
date:
a. To the best of Seller's knowledge, after reasonable
inquiry, all contracts, materials, reports and other documents delivered to
Buyer in connection with the Lease and the purchase and sale of the Property are
all of the documents or agreements affecting the Property, are originals or
complete and accurate copies, and are in fall force and effect and without
default by any party thereto. To the best of Seller's knowledge, after
reasonable inquiry, no information or documents given to Buyer pursuant to this
Agreement contains any untrue
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statement of a material fact or omits to state a material fact making the
statements contained therein misleading.
b. To the best of Seller's knowledge, after reasonable
inquiry, except as disclosed to Buyer in writing, Seller does not have knowledge
of any condemnation proceedings, sewer moratorium, zoning changes, or any
land-use or development regulations or proceedings, existing or proposed, which
would affect the use and operation of the Property, nor has Seller received
notice of any special assessment proceedings affecting the Property.
c. This Agreement and all documents executed by Seller
which are to be delivered to Buyer at the Closing are, or at the time of Closing
will be, legal, valid, and binding obligations of Seller, and do not, and at the
time of Closing will not, violate any provision of any agreement to which Seller
is a party or to which it is subject or any law, judgment or order applicable to
Seller.
d. At the time of Closing, there will be 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 all mechanics' or
materialmen's liens arising from any labor or materials furnished to the
Property on behalf of Seller prior to the time of Closing.
e. Seller is the sole owner of the Property free and
clear of any right to or claim of possession by any other party, except as
disclosed on the Title Report and for Buyer's rights under the Lease, and has
authority to sell it to Buyer. There are no unrecorded easements or claims of
encroachment or prescriptive easement affecting the Property.
f. Seller is not a "foreign person" within the meaning
of IRC Section 1445(f)(3).
g. To the best of Seller's knowledge, after reasonable
inquiry, there is no claim, litigation, or governmental investigation or
proceeding, actual or potential, that may affect the Property.
h. No proceedings under any bankruptcy or insolvency
laws have been commenced by or against Seller which have not been terminated; no
general assignment for the benefit of creditors has been made by Seller; and no
trustee or receiver of Seller's property has been appointed.
i. To the best Seller's knowledge, after reasonable
inquiry, there are no claims, defects, problems or facts which would prevent
Buyer from using and operating the Property after the Closing in the normal
manner in which similar properties in the area are operated.
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j. There are no uncured defaults, or acts or omissions
which with notice or the passage of time, or both, would constitute a default
under any of the documents evidencing or securing the Permitted Title
Exceptions.
k. Seller has not Handled and has no knowledge of the
Handling of any Hazardous Materials at, on, under, or about the Property and has
no knowledge of any Hazardous Materials having affected the Property in any
manner prior to the commencement date under the Lease. Buyer acknowledges
having received a copy of the Phase I Environmental Site Assessment, dated
November 18, 1994, prepared by Balbl & Xxxxx Associates. The capitalized terms
shall have the following definitions:
(i) "HAZARDOUS MATERIALS" shall mean any
substance: (A) that now or in the future is regulated or governed by, requires
investigation or remediation under, or is defined as a hazardous waste,
hazardous substance, pollutant or contaminant under any federal, state or local
laws, regulations or permits (the "Laws") and any amendments thereto, including,
for example only and without limitation, the Comprehensive Environmental
Response Compensation and Liability Act, 42 U.S.C. Section 9601 ET SEQ., and the
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 ET SEQ., or (B)
that is toxic, explosive, corrosive, flammable, radioactive, carcinogenic,
dangerous or otherwise hazardous, including, for example only and without
limitation, gasoline, diesel, petroleum hydrocarbons, polychlorinated biphenyls
(PCBs), asbestos, radon and urea formaldehyde foam insulation.
(ii) "ENVIRONMENTAL REQUIREMENTS" shall mean all
present and future Laws, permits, licenses, approvals, authorizations and other
requirements of any kind applicable to Hazardous Materials.
(iii) "HANDLE," "HANDLED," or "HANDLING" shall mean
any installation, introduction, presence, handling, generation, storing,
treatment, use, disposal, discharge, release, manufacture, refinement, presence,
migration, emission, abatement, removal, transportation, or any other activity
of any type in connection with or involving Hazardous Materials.
(iv) "ENVIRONMENTAL LOSSES" shall mean all costs
and expenses of any kind, damages, foreseeable and unforeseeable, consequential
damages, fines and penalties incurred in connection with any violation of and
compliance with Environmental Requirements and all losses of any kind
attributable to the diminution of value, loss of use or adverse effects on
marketability or use of any portion of the Property.
7.2 REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby
makes the following representations and warranties to Seller, which
representations and warranties shall survive the Closing and all of which (i)
are material and are being relied upon by Seller, and (ii) are complete and
accurate in all respects as of the date hereof and shall be complete and
accurate as of the Closing date:
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a. Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the State of California. This
Agreement and all documents executed by Buyer which are to be delivered to
Seller at the Closing are, or at the time of Closing will be, duly authorized,
executed, and delivered by Buyer, and are, or at the Closing will be, legal,
valid, and binding obligations of Buyer, and do not, and at the time of Closing
will not, violate any provisions of any agreement to which Buyer is a party or
to which it is subject or any law, judgment or order applicable to Buyer.
b. No proceedings under any bankruptcy or insolvency
laws have been commenced by or against Buyer which have not been terminated; no
general assignment for the benefit of creditors has been made by Buyer; and no
trustee or receiver of Buyer's property has been appointed.
7.3 All of the representations and warranties in this Agreement
shall survive the Closing and delivery of the Property to Buyer for a period of
eighteen (18) months; provided, however, in the event any party notifies the
other party before the end of such period that facts or circumstances which may
give rise to a claim hereunder have been discovered, or have been claimed, and
of the nature of such facts and circumstances, the obligations hereunder of the
party so notified shall survive as to such facts or circumstances to the maximum
extent permitted by law.
8. INDEMNIFICATION. Each party hereby agrees to indemnify, protect,
defend and hold harmless the other party from and against all claims, demands,
liabilities, losses, damages, costs and expenses, including reasonable
attorneys' fees and costs incurred in defending against the same, arising from
or in connection with any misrepresentations or breach of warranty, covenant or
agreement made by such party in this Agreement or in any document, certificate,
or exhibit given or delivered to the other party pursuant to or in connection
with this Agreement. Seller further agrees to indemnify, defend, protect and
hold harmless Buyer from and against any claims, demands, liabilities, losses,
damages, costs and expenses, including reasonable attorneys' fees and costs
incurred in defending against the same, arising from or in connection with
Seller's ownership of the Property prior to the Closing date, excluding only
claims, liability, damages, losses, costs or expenses to the extent caused by
the negligence or willful misconduct of Buyer or its partners, shareholders,
directors, officers, employees, agents, invitees, licensees, contractors or
other persons acting with authority for or on behalf of Buyer ("Buyer's
Representatives"). These indemnifications shall survive the Closing and
conveyance of the Property to Buyer for a period of eighteen (18) months;
provided, however, in the event any party notifies the other party before the
end of such period that facts or circumstances which may give rise to a claim
hereunder have been discovered, or have been claimed, and of the nature of such
facts and circumstances, the obligations hereunder of the party so notified
shall survive as to such facts or circumstances to the maximum extent permitted
by law.
9. RISK OF LOSS; INSURANCE PROCEEDS; CONDEMNATION. The provisions of
the Lease regarding insurance (Article 11), damage to the Property (Article 12)
and condemnation (Article
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13) shall control the obligations of the parties through the Closing date, and
those provisions are hereby incorporated into this Agreement as if fully set
forth herein; provided, however, that notwithstanding any contrary provisions in
the Lease, if Buyer completes the purchase of the Property, all available
insurance proceeds and condemnation awards shall be tendered and/or assigned to
Buyer by Seller as of the Closing date, and provided, further, that if a
material portion of the Property is condemned, Buyer shall have the right to
elect to terminate this Agreement and not purchase the Property, upon written
notice to Seller given within thirty (30) days of Buyer's receipt of notice of
the condemnation.
10. SELLER'S COVENANTS DURING CONTRACT PERIOD. Between Buyer's
exercise of its option to purchase the Property and the Closing, Seller shall
not (i) sell or offer the Property for sale publicly or otherwise solicit,
entertain or accept offers for the sale of the Property from any party, and (ii)
take any material actions affecting the Property, including actions affecting
title, physical condition or creating new leases, contracts, easements or
encumbrances of any kind without Buyer's prior written consent.
11. ASSIGNMENT. Neither party may assign its rights or delegate its
obligations hereunder without the prior written consent of the other party,
except that Buyer shall have the right to assign this Agreement, without the
consent of Seller, to any affiliate of Buyer. Such permitted assignee of Buyer
shall then be entitled to acquire the Property on the terms set forth herein.
Subject to the foregoing, this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their legal representatives, heirs, successors
and assigns.
12. MISCELLANEOUS.
12.1 NOTICE. All notices and any other communications permitted
or required under this Agreement must be in writing and will be effective (i)
immediately upon delivery in person or by facsimile copy, or (ii) upon the next
calendar day after deposit with a commercial courier or delivery service for
overnight delivery, or (iii) three days after deposit with the United States
Postal Service, certified mail, return receipt requested, postage prepaid. All
notices must be properly addressed and delivered to the parties at the addresses
set forth below, or at such other addresses as either party-may subsequently
designate by written notice given in the manner provided in this Section:
Seller: Xxxxxxx X. and Xxxxxx X. Xxxx
0000 Xxxxxx Xxxxxxxx Xxxx
Xx. Xxxxxx, XX 00000
Facsimile No: (000) 000-0000
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Buyer: Golden State Vintners
00 Xxxx Xxx Xxxxxxx Xxxxx Xxxx., Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxxxxx X. X'Xxxxx
Facsimile No: (000) 000-0000
with a copy to: Xxxxxxx Xxxxx & Xxxxxx LLP
000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, Esq.
Facsimile No: (000) 000-0000
12.2 HEADINGS. The headings used herein are for purposes of
convenience only and should not be used in construing the provisions hereof.
12.3 COVENANT OF FURTHER ASSURANCES. The parties hereby agree
to execute such other documents and perform such other acts as may be necessary
or desirable to carry out the purposes of this Agreement.
12.4 ENTIRE AGREEMENT. This document and the Lease represent
the entire agreement between the parties with respect to the subject matter
hereof and supersede all other prior agreements. This Agreement may only be
modified by a written instrument signed by both parties.
12.5 PARTIAL INVALIDITY. If any term, covenant or condition of
this Agreement or its application to any person or circumstances shall be held
to be invalid or unenforceable, the remainder of this Agreement or the
application of such term or provisions to other persons or circumstances shall
not be affected.
12.6 NO WAIVER. No consent or waiver by either party to or of
any breach of any representation, covenant or warranty shall be construed as a
consent to or waiver of any other breach of the same or any other
representation, covenant, or warranty.
12.7 ATTORNEYS' FEES. In the event of any controversy, claim or
action being filed between the parties respecting this Agreement or in
connection with the Property, the prevailing party shall be entitled, in
addition to all expenses, costs or damages, to reasonable attorneys' fees,
whether or not such controversy was litigated or prosecuted to judgment.
12.8 BROKERS AND FINDERS. Neither party has had any contact or
dealings regarding the Property, through any licensed real estate broker or
other persons who can claim a right to a commission or finder's fee in
connection with this transaction. In the event that any other party claims a
commission or finder's fee in this transaction, the party through whom the party
makes his claim shall be responsible for said commission or fee and shall
indemnify the
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other against all costs and expenses (including reasonable attorneys' fees)
incurred in defending against the same. This indemnification shall survive
termination of this Agreement for any reason and the Closing on the purchase of
the Property.
12.9 TIME OF THE ESSENCE. Time is of the essence of this
Agreement.
12.10 GOVERNING LAW. This Agreement is entered into and shall be
governed by and construed in accordance with the laws of the State of
California.
12.11 INTERPRETATION. All parties have been represented by
counsel in the preparation and negotiation of this Agreement, and this Agreement
shall be construed according to the fair meaning of its language. The rule of
construction to the effect that ambiguities are to be resolved against the
drafting party shall not be employed in interpreting this Agreement.
12.12 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which when taken together shall constitute one binding
agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
SELLER: XXXXXXX X. XXXX and XXXXXX X. XXXX
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Date: March 16, 1997
--------------------------------
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Date: March 16, 1997
--------------------------------
BUYER: GOLDEN STATE VINTNERS,
a California corporation
By: /s/ Xxxxxxx X. X'Xxxxx
---------------------------------
Xxxxxxx X. X'Xxxxx, President
Date:
--------------------------------
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