Exhibit "C"
REAL ESTATE PURCHASE AGREEMENT
PARTIES: Oasis Fields, L.L.C. - Seller, a Nevada limited liability corporation,
with a mailing address of P. O. Xxx 0000 Xxxxxx Xxxxx, Xxxxxxx 00000.
Oasis International Hotel & Casino, Inc. - Mortgage Holder, a
Nevada Corporation with its offices located at 000 Xxxx 000
Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000.
Professional Wrestling Alliance Corporation - Buyer, a
Delaware corporation wit its offices located at 00000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxxxxxxxxx 00000.
PROPERTY: 2.145 acres, designated as Parcel No. 2 as shown on the Parcel Map for
Oasis International Hotel and Casino, Inc., filed in the office of
the Elko County Recorder, Elko, Nevada, at file no. 433771, located in
a portion of Sections 2 and 0, Xxxxxxxx 00 Xxxxx, Xxxxx 00 Xxxx,
X.X.X.&X.xxx as more specifically set forth in Exhibit "A" as attached
hereto.
Seller agrees to sell to Buyer and Buyer agrees to buy from Seller the
property as set forth above and the Mortgage Holder agrees to release all claims
to the property upon the following terms and conditions:
Price: Total purchase price shall be one million two hundred
thousand restricted shares of the common stock of
Buyer for the property as described herein above, the
purchase price to be paid as provided for at the time
of closing.
Payment: The purchase price is to paid at closing, transfer of
one million two hundred thousand (1,200,000)
restricted shares of the common stock of Buyer shall
be transferred to the Mortgage Holder as full and
final payment of all sums owed to the Mortgage Holder
by the Seller..
DEPOSIT: The parties shall deposit with an agreed and designated Escrow Holder,
all funds and instruments necessary to complete the sale in accordance with the
terms hereof.
CLOSING: This transaction shall be closed on or before thirty days from the date
hereof, or thereafter if extended by the agreement of both parties hereto.
Closing shall occur when: (a) Buyer, Seller and Mortgage Holder have signed and
delivered to an escrow/title company all documents required by this Contract, by
written escrow instructions and by applicable law; and (b) the monies required
to be paid under these documents, have been delivered to the escrow/title
company in the form of cashier's check, collected or cleared funds. Seller and
Buyer shall each pay one-half (1/2) of the escrow Closing fees. Taxes and
assessments for the current year, rents, and interest on assumed obligations
shall be prorated as set forth in this Section. Prorations set forth in this
Section shall be made as of the date of Closing.
POSSESSION: Buyer shall have right to possession upon closing.
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BROKER & AGENTS: The Buyer shall be liable to Xxxxxx Xxxxxx for a fee for his
services in arranging this sale and transfer and shall transfer to Xx. Xxxxxx
one hundred twenty thousand shares of its common stock as compensation for those
services.
EVIDENCE OF TITLE: Seller has, or shall have at Closing, fee title to the
Property and agrees to convey such title to Buyer by deed, free of financial
encumbrances as warranted herein.
SELLER'S DISCLOSURES: Seller will deliver to Buyer the following Seller
Disclosures; (a) a copy of all loan documents relating to any loan now existing
which will encumber the Property after Closing; and (b) a copy of all leases
affecting the Property not expiring prior to Closing. Seller agrees to pay any
title commitment cancellation charges.
GENERAL CONTINGENCIES: Buyer's approval of the content of items referenced in
Seller's Disclosures and Buyer's inspection of the Property. Any inspection
shall be paid for by Buyer and shall be conducted by an individual/company of
Buyer's choice. Seller agrees to fully cooperate with such inspection and a
walk-though inspection of the Property as reasonably requested by the Buyer.
Buyer shall have 5 days after receipt of the content of Seller's
Disclosures to determine, if, in Buyer's sole discretion, the content of all
Seller Disclosures is acceptable.
If Buyer does not deliver a written objection to Seller regarding a
Seller Disclosure or the Property Inspection within the time provided above,
that document or inspection will be deemed approved or waived by Buyer.
If Buyer objects, Buyer and Seller shall have 10 calendar days after
receipt of the objections to resolve Buyer's objections. Seller may, but shall
not be required to, resolve Buyer's objections. If Buyer's objections are not
resolved within the 10 calendar days, Buyer may void this Contract by providing
written notice to Seller within the same 10 calendar days. If this contract is
not voided by Buyer, Buyer's objection is deemed to have been waived. However,
this waiver does not affect any other matters warranted by Seller.
CHANGES DURING TRANSACTION: Seller agrees that no changes in any existing leases
shall be made, no new leases entered into, and no substantial alterations or
improvements to the Property shall be made or undertaken without the written
consent of the Buyer.
AUTHORITY OF SIGNERS: The persons executing this Contact on behalf of the Buyer,
Mortgage Holder and the Seller warrant that each has the authority to do so and
to bind the named Buyer, Mortgage Holder and Seller corporations.
COMPLETE CONTRACT: This instrument together with its addenda, any attached
exhibits, and Disclosures constitute the entire Contract between the parties and
supersedes and replaces any and all prior negotiations, representations,
warranties, understandings, term sheets or contracts between the parties. This
Contract cannot be changed except by written agreement of the parties.
DISPUTE RESOLUTION: The parties agree that any dispute or claim relating to this
Contract, including but not limited to the breach or termination of this
Contract, or the services related to this transaction, shall first be submitted
to mediation in accordance with the Rules of the American Arbitration
Association. Disputes shall include representations made by the parties, any
broker or other person or entity in connection with the sale, purchase,
financing, condition or other aspect of the Property to which this Contract
pertains, including without limitation, allegations of concealment,
misrepresentation, negligence and/or fraud.
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Each party agrees to bear its own costs of mediation. Any agreement signed by
the parties pursuant to the mediation shall be binding. If mediation fails, the
procedures applicable and remedies available under this Contract shall apply.
Nothing in this paragraph shall prohibit any party from seeking emergency
equitable relief pending mediation. The parties agree that mediation under this
paragraph is not mandatory, but is optional upon agreement of all parties.
DEFAULT: If Buyer defaults, Seller may elect to either retain any payments made
as liquidated damages or to return any Deposit and xxx Buyer to enforce Seller's
rights. If Seller defaults, Buyer is entitled to the return of any payments or
to xxx Seller to enforce Buyer's rights. If Mortgage Holder defaults, Buyer and
Seller are entitled to the return of anything placed in escrow and to void the
terms of this agreement. Where a section of this Contract provides a specific
remedy, the parties intend that the remedy shall be exclusive regardless of
rights which might otherwise be available under common law.
ATTORNEY'S FEES: In any action arising out of this Contract, the prevailing
party shall be entitled to costs and reasonable attorney's fees.
APPLICABLE LAW AND VENUE DESIGNATION: The parties agree that the Law of the
State of Nevada shall apply to any issue arising under this Agreement and the
parties further agree and stipulate that the Courts located in the County of
Elko, Nevada have jurisdiction to hear and rule upon any dispute arising under
this Agreement.
ABROGATION: Except for express warranties made in this Contract, the provisions
of this Contract shall not apply after Closing.
RISK OF LOSS: All risk of loss or damage to the Property shall be borne by
Seller until Closing.
TIME IS OF THE ESSENCE: Time is of the essence regarding the dates set forth in
this transaction. Extensions must be agreed to in writing and by all parties.
Performance under each section and paragraph of this Contract which references a
date shall be required absolutely by 5:00 p.m. Pacific Time on the stated date.
ZONING: The parties agree to cooperate in the zoning of any of the property,
including the development of a master plan for the area in support of any
application by either party for zoning change applications.
HEADINGS AND CAPTIONS: The headings or captions of paragraphs are included
solely for convenience. If a conflict exists between any heading or caption and
the text of this Agreement, the text shall control.
SEVERABILITY: If any of the terms or provisions of this Agreement are determined
to be invalid, such invalid term or provision shall not affect or impair the
remainder of this Agreement, but such remainder shall continue in full force and
effect to the same extent as though the invalid term or provision were not
contained herein.
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EXECUTION IN COUNTERPARTS: This Agreement may be executed in two or more
counterparts, each of which may be executed by one of the parties, with the same
force and effect as though all of the parties executing such counterparts have
executed but one instrument.
FACSIMILE (FAX) DOCUMENTS: Facsimile transmission of any signed original
document, and retransmission of any signed facsimile transmission, shall be the
same as delivery of an original.
SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and inure to the
benefit of the parties and their respective heirs, legal representatives,
successors and permitted assigns.
ACCEPTANCE: Acceptance occurs when Seller or Buyer, responding to any offer or
counteroffer, (if any) (a) signs the offer or counter where noted to indicate
acceptance; and (b) communicates to the other party or the other party's agent
that the offer or counteroffer has been signed as required.
OASIS FIELDS L.L.C.
SELLER'S SIGNATURE:
By: /s/ Date:
--------------------------------
Print name and Title
OASIS INTERNATIONAL HOTEL & CASINO, INC.
MORTGAGE HOLDER'S SIGNATURE:
By: /s/ Date:
--------------------------------
Print name and Title
PROFESSIONAL WRESTLING ALLIANCE CORPORATON
BUYER'S SIGNATURE:
By: /s/ Date:
--------------------------------
Print name and Title
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EXHIBIT "A"
REAL PROPERTY DESCRIPTION
Real property located in the County of Elko, State of Nevada, described
as follows:
TRACT:
Parcel No. 2, as shown on Parcel Map for OASIS INTERNATIONAL HOTEL and
CASINO, INC., filed in the office of the County Recorder of Elko County on
October 15, 1998, as File NO. 433771, located in a portion of Section 2,
Township 38 North, Range 66 East, M.D.B. & M.
EXCEPTING THEREFROM that portion of said land, as reserved by the State of
Nevada, in deed recorded July 18, 1950, in Book 58, Page 287, Deed Records,
Elko County, Nevada.
FURTHER EXCEPTING THEREFROM all oil and gas, in the land so patented, and
to it or person authorized by it, the right to prospect for, mine and
remove deposits from the same upon compliance with the conditions and
subject to the provisions and limitations of the Act of July 17, 1914, (38
Stat. 509), as reserved by the UNITED STATES OF AMERICA, in deed recorded
December 13, 1966, in Book 76, Page 684, Official Records, Elko County,
Nevada.
EXHIBIT "A"
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