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EXHIBIT 10.8
AGREEMENT TO SELL AND BUY
This Agreement, entered into this 1st day of May, 1998, by and between
Xxxxxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx hereinafter called the Seller, and
First Community Bank hereinafter called the Buyer.
WITNESSETH: That for and in consideration of the sum of Ten Thousand
and No/100 ($10,000.00) Dollars, to be applied as part of the cash portion of
the purchase price and the conditions and terms hereinafter mentioned, the
Seller agrees to sell and the Buyer agrees to buy the following described
property:
All that certain piece, parcel or lot of land together with
improvements thereon, situate, lying and being in the State of South
Carolina, County of Lexington, Town of Irmo and being further
delineated in the Real Estate Atlas of Lexington County on Page 01925,
in Block 01, as Lot 08.
Upon the further payment of Four Hundred Thirty Eight Thousand Seven
Hundred Eighty and No/100 ($438,780.00) Dollars, making a total purchase price
of Four Hundred Forty Eight Thousand Seven Hundred Eighty and No/100
($448,780.00) Dollars.
INSPECTION PERIOD - The Buyer shall have the right for a period of seventy-five
(75) days (inspection period) after execution hereof by all parties to determine
if the property is suitable for Buyer's intended use, which determination shall
be made in Buyer's sole discretion. The buyer's rights include but are not
limited to verifying appropriate zoning, road access, wetland issues,
environmental study, verification of water and sewer, compaction test, and
approval by the Board of Directors of the Buyer. The Seller herein grants Buyer
or its representatives a right of access to inspect the real property and all
improvements thereon and to conduct tests thereon. Buyer shall indemnify the
Seller as to any damages it may incur to the property. Buyer shall notify Seller
by letter prior to the end of the inspection period whether Buyer elects to
terminate the Contract or proceed to close. If Buyer elects to close on the
property, the $10,000 xxxxxxx money deposit shall become non-refundable,
excepting Buyer not receiving OCC approval. Said xxxxxxx money shall, however,
be applicable to the purchase price at closing. The closing shall occur within
seventy-five (75) days following the expiration of the inspection period. If
buyer elects not to close and provides written notification as stated above
prior to the end of the inspection period, then the Buyer shall be entitled to
the return of the xxxxxxx money deposit.
OCC APPROVAL - Provided Buyer elects to close on the property and provides
written notification to Seller with the seventy-five (75) day Inspection Period
to submit the necessary documents and receive the required approvals for the
operation of a banking facility from the Office of Comptroller of the Current
(OCC) and close on the subject property.
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Seller and Buyer expressly acknowledge that the Real Estate Broker, The
Xxxxxx Company, Inc. has not made an independent investigation or determination
with respect to the existence or nonexistence of asbestos, PCB transformers or
other toxic, hazardous or contaminated substances, and/or underground tanks in,
on, or about the property. Any such investigation or determination shall be the
responsibility of Seller and/or Buyer; and Broker shall not be held responsible
therefore. This paragraph shall survive the closing and shall not be merged with
or into delivery of the warranty deed or other closing documents.
The Seller hereby covenants and agrees to convey the above described property to
the Buyer, his heirs and assigns in fee by proper deed, with covenant of general
warranty, free from all defects and encumbrances, except such as are herein
agreed to be assumed. Seller shall pay for preparation of deed and for all
statutory deed recording fees.
The above described property shall be conveyed subject to applicable
zoning ordinances and valid recorded easements, restrictions and covenants
provided the foregoing do not make the title unmarketable or prohibit Buyer from
using the property for such purpose, if any, which may be specified under
Special Conditions hereinbelow.
Upon tender of such deed at the time below provided, the Buyer agrees
to comply fully with the terms of this Agreement.
Upon failure of the Buyer to comply with the terms of this Agreement,
within the stipulated time, the Seller and the Xxxxxx Company to have the right
to retain the amount this day paid, said amount to be divided equally between
Seller and The Xxxxxx Company, and to enforce the performance of this Agreement
according to law.
The xxxxxxx money paid under this Agreements hall be held by The Xxxxxx
Company, as Trustee, and settlement and all payments under this Agreement shall
be made through the said The Xxxxxx Company. The Xxxxxx Company, Inc., does not
guarantee payment of check or checks accepted as xxxxxxx money.
All taxes, rents, water rents, paving assessments and interest to be prorated to
date of completion of sale. Hazard insurance to be prorated or cancelled at the
option of Buyer.
This sale and purchase to be completed on or before the 1st day of
October, 1998.
This Agreement is binding upon ourselves, our heirs, executors,
administrators, successors or assigns.
It is understood that this written Agreement constitutes the entire
contract between the parties hereto.
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Witness our Hands and Seals in triplicate the day and year first above
written.
Accepted this 14th day of May, 1998.
In the presence of: SELLER:
/s/ X. X. Xxxx /s/ Xxxxxxxxx X. Xxxxxxx
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XXXXXXXXX X. XXXXXXX
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XXXXX X. XXXXXXX
BUYER: FIRST COMMUNITY BANK
/s/ Xxxxxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxx
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/s/ Xxxx X. Xxxxx President & CEO
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