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EXHIBIT 10.20
AGREEMENT TO PURCHASE AND SELL
TRANSCOASTAL MARINE SERVICES, INC., a ____________ corporation,
appearing herein through G. Xxxxx Xxxx, its Vice President, duly authorized by
resolution of its Board of Directors, a certified copy of which is attached
hereto ("Purchaser"), offers to purchase from XXXXX XXXXXXX, XXXXXX XXXXXXX,
and XXXXX XXXXXXX ("Seller"), certain property located in Lafayette, Lafayette
Parish, Louisiana, and comprised of approximately 14.95 acres, as more
particularly described on Exhibit "A" attached hereto, together with all
improvements and component parts located thereon, (the "Improvements");
provided, however, SELLER reserves unto herself, her heirs and assigns, all of
the oil, gas and other minerals lying under the above described property with a
non-surface use clause prohibiting SELLER, her lessees or assigns from
utilizing the surface of the said property in any manner, it being expressly
understood that all exploration or production of minerals shall be by
directional drilling from property other than the said property which is the
subject of this Act of Cash Sale, or by means of pooling or unitization. The
above listed items being collectively called the "Property."
1. PURCHASE PRICE. At Closing, Purchaser shall pay to Seller the sum
of TWO MILLION AND NO/100 DOLLARS ($2,000,000) for the purchase of the Property
(the "Purchase
Price").
2. DEPOSIT. Purchaser shall not be required to post or to deliver a
deposit, this Agreement being concluded in consideration of the mutual
obligations assumed by the parties pursuant to that certain Agreement and Plan
of Merger effective as of August 12, 1997, and executed by and among Purchaser,
Seller, Xxxxxxx Acquisition Corp. and Xxxxxxx Construction Company, Inc. (the
"Company") regarding the acquisition of the Company by Purchaser by way of
merger (the "Master Agreement"); Purchaser and Seller agree and stipulate that
the right accorded the Purchaser pursuant to this Agreement is predicated upon
the conclusion of the Purchaser's merger in accordance with the terms and
conditions of the Master Agreement and any title matters objected to by
Purchaser are hereinafter referred to as ("Title Defects").
3. TITLE. Seller shall procure and deliver to Purchaser as soon as
practicable, and in any event, on or before August 30, 1997, at Purchaser's
expense, a title report or title commitment issued by title insurance companies
reasonably acceptable to Purchaser, along with legible copies of all documents
referred to in such commitment. The title commitment shall set forth the status
of title to the Property, together with all exceptions or conditions to such
title, including, but not limited to, all easements, restrictions,
rights-of-way, covenants, reservations, and all other encumbrances, affecting
the Property. Purchaser may object to any items identified on the title
commitment on or before ____________,1997, and Seller shall have until the
Closing Date to cure or remove the Title Defects. If Seller, acting with due
diligence and best efforts, fails to cure or remove the Title Defects within
said period, Purchaser shall have the right, in its sole and exclusive
discretion, upon notice to Seller (a) to terminate this Agreement, or (b) to
waive its objections to the Title Defects and proceed to Closing in accordance
with the terms hereof.
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Purchaser shall have the right but not the obligation to take whatever action
it deems appropriate to cure or remove the Title Defects. It is a condition of
Purchaser's obligation to close hereunder that an extended coverage ALTA
owner's policy of title insurance (Form B, 1970 or other form acceptable to
Purchaser) be issued by a title company acceptable to Purchaser and in the
amount of the Purchase Price, showing an insurable, good and marketable title
in Purchaser subject only to the Title Defects approved by Purchaser ("Title
Policy").
4. SURVEY, PROPERTY INFORMATION, TESTING AND CONTIGUITY.
(a) Survey. Seller, at Purchaser's request, will have the Property
surveyed, at Purchaser's expense, which Survey shall be acceptable for the
issuance of the Title Policy without taking general exception to matters shown
on the Survey, which Survey shall be a current survey of the Property, prepared
by a licensed surveyor and conforming to current ALTA Minimum Detail
Requirements for Land Title Surveys, disclosing the location of all
improvements, easements, party walls, sidewalks, roadways, utility lines, and
other matters shown customarily on such surveys, and showing access
affirmatively to public streets and roads (the "Survey"). The Survey shall
disclose any survey defect or encroachment from or onto the Property. The
Survey description shall be used in the Deed, as defined below. Approval by
Purchaser of the Survey and of matters or issues apparent on the Survey shall
be a condition precedent to the Purchaser's obligations to close under this
Agreement.
(b) Title Policy. At the Closing, the Seller shall deliver to
Purchaser the title policy ("Title Policy"), acceptable to Purchaser, issued by
such title insurance company(ies), subject to those easements, reservations,
covenants, conditions and other matters therein specified to the extent that
the same do not, in the reasonable judgment of the Purchaser, render title
unmarketable or adversely affect the operation, value, use or enjoyment of the
Property affected thereby ("Property Title Exceptions"). The Title Policy may
be subject to Property Title Exceptions but shall contain no additional
exceptions other than the standard preprinted exceptions reasonably acceptable
to Purchaser; provided that (i) the standard preprinted exception, if any, for
restrictive covenants shall be deleted, except for Property Title Exceptions,
(ii) the standard preprinted survey exception, if any, shall be revised to read
"shortages in area" only, (iii) there shall be no exception as to easements, or
claims of easements, not shown by the public records, nor any exception as to
parties in possession, and (iv) the exception as to the lien for taxes will be
limited to the year in which the Closing occurs and taxes not yet due and
payable.
(c) Phase I Environmental Assessment. The Seller will obtain and
deliver to Purchaser, as soon as practicable, and in any event on or before
September 1, 1997, a Phase I environmental assessment prepared by environmental
engineers reasonably acceptable to Purchaser with respect to the Property.
Purchaser shall pay the expenses incurred by the Seller in obtaining such
assessments. Upon receipt of the Phase I environmental assessment, Purchaser
shall immediately deliver same to Seller. Seller shall have thirty (30) days to
satisfy all valid objections, and, if Seller acting with due diligence and best
efforts, fails to cure or remove the objections,
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Purchaser shall have the right, in its sole and exclusive discretion upon
notice to Seller (a) to terminate this Agreement, or (b) to waive its objection
and proceed to Closing in accordance with the terms hereof. Also during the
period prior to Closing, the Seller and the Company shall afford Purchaser and
its representatives the continuing right to inspect, during the Company's
normal business hours, the Property and all books, records, contracts,
documents and other data pertaining to the use, ownership, operation, or
maintenance of the Property (collectively with the Phase I assessment, the
"Study").
(d) Title and Environmental Objections. If for any reason Purchaser,
in its sole and absolute discretion, is not satisfied with any matter contained
in the Studies, the Survey, or the Property Title Exceptions, or is otherwise
not satisfied with the Property, then Purchaser shall notify the Seller in
writing of its objection (the "Objections") on or before ____________,1997,
describing with specificity the Objections thereto, failing which Purchaser
shall be deemed to have waived all such Objections and all remedies therefor
pursuant to this Agreement. If Purchaser shall request that the Seller cure
such Objections and the Seller has not cured such Objections to Purchaser's
satisfaction by the Closing Date, Purchaser shall have the right to terminate
this Agreement.
5. CONVEYANCE. At Closing, Seller shall convey to Purchaser good and
marketable title to the Property in fee simple by general warranty deed (the
"Deed"), and xxxx of sale (the "Xxxx of Sale"), warranting title thereto to be
free and clear of all contracts, liens, defects, encumbrances, encroachments,
leases, tenancies and occupancies, (except for the existing lease to the
Company) and those matters approved by Purchaser in accordance with Section 3
hereof, and current real estate taxes and assessments, both general and
special, not then due and payable. Seller shall deliver possession of the
Property to Purchaser at Closing in the same condition and state of repair as
on the date of Seller's execution of this Agreement, subject only to normal
wear, tear, and use since that date. Prior to Closing, Seller shall not take or
fail to take any action which would adversely affect the title, condition, or
value of the Property, or Purchaser's intended use thereof. Seller shall not
enter into any agreements prior to Closing which would materially adversely
affect Purchaser's intended use of the Property without Purchaser's prior
written consent, which consent may be withheld in Purchaser's sole and
exclusive discretion.
6. TAXES, RENTS, UTILITY CHARGES. Seller shall pay all taxes and
assessments on the Property, general and special, levied or assessed for any
year prior to that in which the Closing occurs, whether or not such taxes and
assessments are then past due or are payable thereafter. All real estate taxes
and assessments, and all property taxes on personal property acquired
hereunder, if any, for the current year in which the Closing occurs be prorated
between the parties as of the Closing Date using the valuation and rate shown
on the last available real estate tax xxxx; provided, however, that any
installments of reassessed or other special assessments, whether then due or to
become due, together with interest and penalties thereon, if any, shall be paid
in full by Seller; and provided further, that the proration of real estate
taxes and assessments shall be adjusted after Closing in the event the
valuation and/or rate is increased in the tax year up to and
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including the Closing Date, as indicated by the next available real estate tax
xxxx. Rents are to be prorated between the parties as of the Closing Date.
7. CLOSING. The Act of Sale or Closing ("Closing") of the sale of the
Property shall occur before Purchaser's notary public on or before
____________, 1997 ("Closing Date"), subject to extension by mutual consent of
the parties in order that the Closing Date coincide with the closing of the
transactions anticipated by and referenced in the Master Agreement. At Closing,
the costs of conveyance, mortgage, and tax research certificates shall be paid
by Purchaser. All other costs shall be for the account of Purchaser.
8. DEFAULT. If this Agreement is terminated for any reason permitted
herein, the parties shall have no further liability and/or obligations
hereunder except as expressly provided herein. If Seller breaches or defaults
in its performance under this Agreement, Purchaser's sole remedy shall be to
seek specific performance. Likewise, if Purchaser breaches or defaults in its
performance under this Agreement, Seller's sole remedy shall be to seek
specific performance.
9. REPRESENTATIONS. Seller represents and warrants to Purchaser,
subject, however to the schedule of exceptions attached hereto as Exhibit "B",
at the time of Seller's acceptance of this Agreement, and continuing to
Closing, that:
(a) Seller has good and marketable title in fee simple to the
Property, free and clear of any security interest, easements, covenants, or
other restrictions, except for installments of specific assessments not yet
delinquent and easements, covenants, and other restrictions which do not impair
the current use, occupancy or value, or the marketability of title of the
Property; has authority to execute, deliver and perform this Agreement and each
instrument and agreement to be executed and delivered by Seller pursuant
hereto, and the taking by Seller of the actions contemplated hereby;
(b) To the best of Seller's knowledge, there is no threatened or
pending proceeding to which Seller is a party or of which it has been given
notice or is otherwise aware concerning zoning, condemnation, impairment of
access, tax adjustment or similar proceeding, assessment or plan by any
governmental entity which could affect the Property;
(c) There are no pending, or to the best of Seller's knowledge,
threatened actions, lawsuits, investigations, condemnation proceedings or
administrative actions to be brought in any court or before a governmental
entity relating to the Property or which does or could have an effect on the
ability of Purchaser to own and operate the Property for Purchaser's use,
encumber or burden the Property, prevent the execution, delivery or performance
of this Agreement by Purchaser or Seller, or delay or prohibit Closing; neither
are there any unsatisfied judgments or consent decrees which could have any
such effect;
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(d) To the best of Seller's knowledge, with respect to the use,
operation or maintenance of the Property, Seller and the Company are in
compliance with all statutes, ordinances, orders, writs, injunctions or
decrees, including but not limited to zoning ordinances, building codes or
laws;
(e) Other than the Company, there are no tenants, under written or
oral leases, parties in possession, adverse possessors or other occupants on
the Property, and Seller has not accepted or granted any other agreements,
rights of first refusal, offers or options to purchase or lease the Property;
(f) Seller has not made an assignment for the benefit of creditors and
is not insolvent or bankrupt;
(g) The legal description for the Property attached hereto describes
such Property fully and adequately, the buildings and improvements are located
within the boundary lines of the described parcels of land, are not in
violation of applicable setback requirements, zoning laws, and ordinances (and
none of the properties or buildings or improvements thereon is subject to
"permitted non-conforming use" or "permitted non-conforming structure"
classifications), and do not encroach on any easement which may burden the
land, and, the Property does not serve any adjoining property for any purpose
inconsistent with the use of the Property, and the Property is not located
within any flood plain or subject to any similar type restriction for which any
permits or licenses necessary to the use thereof have not been obtained;
(h) All facilities have received all approvals of governmental
authorities (including licenses and permits) required in connection with the
ownership or operation thereof and have been operated and maintained in
accordance with such approvals and applicable laws, rules, and regulations;
(i) There are no leases, subleases, licenses, concessions, or other
agreements, written or oral, granting to any party or parties the right of use
or occupancy of any portion of the parcel of real property;
(j) To the extent necessary or desirable for the use or operation of
facilities located on the Property, such facilities are supplied with utilities
and other services, including gas, electricity, water, telephone, sanitary
sewer, and storm sewer, all of which services are adequate in accordance with
all applicable laws, ordinances, rules, and regulations;
(k) The Property abuts on and has direct vehicular access to a public
road, or has access to a public road via a permanent, irrevocable, appurtenant
easement benefitting the parcel of real property, and access to the Property is
provided by paved public right-of-way with adequate curb cuts available;
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(l) The Property is not located within an area that has been
designated by the Federal Insurance Administration, the Army Corps of Engineers
or any other governmental agency or body as being subject to special flooding
hazards;
(m) The Seller has received no notice of violation of any applicable
zoning or building regulation, ordinance or other law, order, regulation or
requirement relating to the operations of the Company, or any notice of default
under any material lease, contract, commitment, license or permit, relating to
the use and operation of the Property. The Seller has received no notice that
any law or regulation presently in effect or condition precludes or restricts
continuation of the present use of the Property;
(n) The Seller, the Company and the Property, including, without
limitation, its businesses, facilities, property, vessels, and equipment have
been and are currently in compliance, in all material respects, with all
applicable federal, state, and local laws, rules, and regulations of all
authorities, including without limitation, applicable Environmental Laws (as
hereinafter defined), and the Company, the Seller and the Property have all
permits, certificates, and licenses required to operate their businesses,
facilities, property, vessels, and equipment, including, without limitation,
any relating to the generation, processing, treatment, discharge, storage,
transport, disposal, or other management of chemicals and other hazardous
materials, of waste materials of any kind, and those relating to the protection
of environmentally sensitive areas. There is no adverse effect on the Property
or any of the facilities, properties, vessels or equipment of the Seller, or
with respect to function, use, or value of any such assets, resulting from any
hazardous or toxic substance, or any pollutant or contaminant, or as a result
of exposure to petroleum or any by-product thereof. "Environmental Laws" means
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, the Resource Conservation and Recovery Act of 1976, and the Occupational
Safety and Health Act of 1970, each as amended, together with all other laws
(including rules, regulations, codes, plans, injunctions, judgments, orders,
decrees, rulings, and charges thereunder) of federal, state, local, and foreign
governments (and all agencies thereof) concerning pollution or protection of
the environment, public health and safety including laws relating to emissions,
discharges, releases, or threatened releases of pollutants, contaminants, or
chemical, industrial, hazardous, or toxic materials or wastes in ambient air,
surface water, ground water, or lands or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport, or
handling of pollutants, contaminants, or chemical, industrial, hazardous, or
toxic materials or wastes;
(o) There are no actions, suits, audits, investigations, unfair labor
practices charges, complaints, claims, grievances or proceedings with respect
to the Seller or the Property, or before or by any federal, state, municipal,
foreign or other governmental department, commission, board, bureau, agency or
instrumentality, nor are there any such actions, suits, audits, investigations,
unfair labor practices charges, complaints, claims, grievances or proceedings
that are known to be threatened against the Seller or the Property; and
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(p) The improvements on the Property (i) have been constructed in a
good and workmanlike manner, free from defects in workmanship and material and,
to the best of Seller's knowledge, do not require any repair or replacement
other than minor, routine maintenance; and (ii) have been constructed and are
being occupied, maintained, and operated in compliance with all applicable
laws, regulations, insurance requirements, contracts, leases, permits,
licenses, ordinances, restrictions, building setback lines, covenants,
reservations, and easements, and the Sellers has received no notice, written or
oral, claiming any violation of any of the same or requesting or requiring the
performance of any repairs, alterations, or other work in order to so comply.
10. MISCELLANEOUS.
(a) Expropriation or Casualty. If, prior to Closing, the Property or
any part thereof shall be, or becomes known to Purchaser or Seller (who shall
notify Purchaser promptly) to be, or threatened to be condemned or otherwise
acquired for public purposes, or if access to the Property shall be, or become
known to Purchaser or Seller to be, or threatened to be restricted or denied
through eminent domain, or the exercise of police power, all of the
above-described events collectively referred to as "Expropriation"), or if any
portion of the Property shall be destroyed or damaged by fire or other
casualty, as determined by Purchaser, then in any such case, Purchaser, upon
notice to Seller, may elect (i) to terminate this Agreement, or (ii) to receive
from the proceeds of any insurance payable to Seller upon such damage or
destruction, or from any award paid or payable to Seller as a result of the
Expropriation, as the case may be, an appropriate credit against the balance of
the Purchase Price to be paid by Purchaser.
(b) Transfer Taxes - Commissions. Seller shall defend, indemnify and
hold harmless Purchaser, its successors, assigns, directors, officers,
employees and agents from and against any liability, including court costs and
attorneys' fees, for any commissions by any real estate agent or broker
utilized by Seller in this transaction.
(c) Notices. Any and all notices provided under this Agreement must be
in writing and shall be deemed given when delivered in person, or when
deposited with Federal Express or other similar overnight service, return
receipt requested, or when deposited in the United States mails, postage
prepaid for certified mail, return receipt requested, or upon actual receipt of
a facsimile or other similar transmission (provided that a copy of the
facsimile is delivered or deposited within twenty-four [24] hours in the manner
specified above), properly addressed to the parties. For purposes of notice,
the addresses of the parties shall be as follows:
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If to SELLER to:
With a copy to:
If to PURCHASER to: ________________________
000 Xxxxx Xxxxxx, Xxxxx X
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Mr. G. Xxxxx Xxxx
With a copy to: Xxxxxx X. Viquet, Jr.
Chamberlain, Hrdlicka, White, Xxxxxxxx ~ Xxxxxx
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Either party may designate a different address for receiving notices
hereunder by giving at least ten (10) days written notice thereof to the other
parry.
(d) Waiver. Except as otherwise specifically provided in this
Agreement, no failure or delay on the part of either party in exercising any of
their respective rights hereunder upon any failure by the other party to
perform or observe any condition, covenant or provision herein contained shall
operate as a waiver thereof, nor shall any single or partial exercise of any of
such rights preclude any other or further exercise thereof or the exercise of
any other right hereunder. No waiver or release of any of the terms, conditions
or provisions of this Agreement shall be valid or asserted or relied upon by
either Party hereto or offered in any judicial proceeding or otherwise, unless
the same is in writing and duly executed by the party against whom such waiver
or release is being asserted.
(e) Construction. This Agreement shall be governed and performed in
accordance with the laws of the State of Louisiana.
(f) Severability. This Agreement is intended to be performed in
accordance with and only to the extent permitted by all applicable laws,
ordinances, rules and regulations. If any provision of this Agreement or the
application thereof to any person, entity, or circumstance, shall for any
reason and to any extent be held to be invalid or unenforceable, the remainder
of this Agreement and the application of such provision to the other person or
circumstance shall not be affected thereby, but rather shall be enforced to the
greatest extent permitted by law.
(g) Counterparts. This Agreement may be executed in any number of
counterparts, which together shall constitute the understanding of the parties
hereto.
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(h) Dates. If any deadline set forth herein falls on a Saturday,
Sunday or holiday, the deadline shall be extended to the next business day.
(i) Captions. The captions in this Agreement and in any addenda or
exhibits attached hereto are used for reference purposes only and they in no
way define, limit or prescribe the scope or intent of this Agreement or any
provisions hereof.
(j) Survival. The terms of this Agreement shall not survive Closing.
(k) Further Assurances. The parties agree to execute such other
documents as may be required from time to time to give effect to the terms
contained herein and the intent hereof.
(l) Counsel. The parties acknowledge that they have had an opportunity
to consult with legal counsel and to study and negotiate the terms and
provisions of this Agreement. The draftsmanship or authorship of this
Agreement, any addenda hereto and any interlineation hereof shall not be
construed in favor of or against either party, it having been negotiated and
adopted fully and freely by both parties.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
undersigned this ____ day of ______________ 1997, having first read and
understood the terms contained herein and the purpose, intent and effects
hereof.
WITNESS: PURCHASER:
By: TRANSCOASTAL MARINE SERVICES, INC.
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Print:
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By: By:
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Print: G. Xxxxx Xxxx, Vice President
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SELLER:
By:
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Print: XXXXX XXXXXXX
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By:
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Print:
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By:
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Print: XXXXXX XXXXXXX
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By:
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Print:
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By:
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Print: XXXXX XXXXXXX
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By:
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Print:
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ACKNOWLEDGMENT (SELLER)
STATE OF LOUISIANA
PARISH OF ___________
BEFORE ME, A Notary Public in and for said Parish and State,
personally appeared the above-named _____________________, who is personally
known to me and acknowledged that he did sign the foregoing instrument and that
the same is his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
______________________, this ____ day of __________________ 1997.
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Notary Public
My Commission Expires:
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ACKNOWLEDGMENT (PURCHASER)
STATE OF LOUISIANA
PARISH OF ____________
BEFORE ME, a Notary Public in and for said Parish and State,
personally appeared the above-named Xxxxx Xxxxxxx, who is personally known to
me and acknowledged that he did sign the foregoing instrument and that the same
is his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
_________________________, this ______ day of 1997.
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Notary Public
My Commission Expires:
STATE OF LOUISIANA
PARISH OF ____________
BEFORE ME, a Notary Public in and for said Parish and State,
personally appeared the above-named Xxxxxx Xxxxxxx, who is personally known to
me and acknowledged that he did sign the foregoing instrument and that the same
is his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
_________________________, this ______ day of 1997.
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Notary Public
My Commission Expires:
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XXXXX XX XXXXXXXXX
XXXXXX OF ____________
BEFORE ME, a Notary Public in and for said Parish and State,
personally appeared the above-named Xxxxx Xxxxxxx, who is personally known to
me and acknowledged that he did sign the foregoing instrument and that the same
is his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
_________________________, this ______ day of 1997.
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Notary Public
My Commission Expires:
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EXHIBIT "A"
PROPERTY DESCRIPTION
That certain tract of land containing (14.95) acres, more or less, together
with all buildings and improvements thereon and all rights, ways, privileges
and servitude thereunto appertaining, situated in Sections 55 and 51, Township
10 South, Range 4 East, being more particularly described on that certain plat
of survey prepared by Xxxxxxxx, Xxxxx and Associates, Inc., C.E., dated March
14, 1975 and recorded under entry number 642029 of the records of the Clerk of
Court of Lafayette Parish, Louisiana, incorporated herein by reference thereto.
Said tract being bounded now or formerly as follows: North by Xxxxxx Xxxxxxx;
East by Xxxxx and Xxxxxx Xxxxxxx; South by Xxxxxx Road and/or P. Xxxx
Xxxxxxxxxx; and on the West by Xxxxxx Xxxxxx. Being the same tract of land
acquired by Seller from Xxxxx Xxxxxxx by Act of Sale dated December 20, 1979
and recorded under entry number 79-32625 of the records of the Clerk of Court
of Lafayette Parish, Louisiana.
SELLER reserves unto herself, her heirs and assigns, all of the oil, gas and
other minerals lying under the above described property with a non-surface use
clause prohibiting SELLER, her lessees or assigns from utilizing the surface of
the said property in any manner, it being expressly understood that all
exploration or production of minerals shall be by directional drilling from
property other than the said property which is the subject of this Act of Cash
Sale, or by means of pooling or unitization.
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EXHIBIT "B"
SCHEDULE OF EXCEPTIONS
Section 9(a): Easements or Servitudes:
An apparent electrical servitude or easement runs diagonally across
the property with visible poles and transmission lines.
The property may also be subject to non-apparent servitudes or
easements of record in the office of the Clerk of Court of Lafayette
Parish, Louisiana.
Section 9(e)(i): Property is subject to the following written and oral leases
Written Lease Agreement dated , entered into by and between Seller,
as Lessor, and Xxxx X. Xxxxxx, D.D.S. This lease shall be for a
period of fifteen (15) years, commencing July 1, 1997 and expiring on
June 30, 2012. However, LESSEE may cancel this Lease Agreement upon
giving LESSOR at least ninety (90) days written notice, so long as
LESSEE is not in default of any terms and conditions hereof. LESSEE
agrees to pay as rental for the Leased Premises the sum of TWO
THOUSAND ($2,000.00) DOLLARS per month, for each and every month of
the lease from July 1, 1997 through June 30, 2012. Each monthly
rental payment shall be due by the first day of the month to which
the payment relates.
This property is subject to an oral, month to month lease, with Lige
Xxxxx Xxxxxxx, III, D.D.S., Lessee. The current rental is $1,000.00
per month.
This property is subject to an oral, month to month lease, with Xxxxx
& Xxxxxx, Ltd., a professional dental corporation, Lessee. The
current rental is $2,500.00 per month.
This property is subject to an oral month to month lease, with
Xxxxxxx X. Xxxx, D.D.S., Lessee. The current rental is $1,000.00 per
month.
Section 9 (g): Permitted Non-Conforming Use:
The Xxxx fabrication shop is a "permitted non-conforming use". The
shop was operating when City of Lafayette annexed the property. The
shop is classified as industrial, while the zoning classification is
business. Thus, the Xxxx fabrication shop has been grandfathered in
and is a permitted non-conforming use.
