Exhibit 10.7
RESCISSION AGREEMENT
THIS RESCISSION AGREEMENT (this "Agreement") is made and entered into this
29th day of January, 1999, by and between PACIFIC AEROSPACE & ELECTRONICS, INC.,
a Washington corporation (hereinafter referred to as "PA&E"), and XXXXXX X.
XXXXXX (hereinafter referred to as "Xx. Xxxxxx").
1. Capitalized Terms. Capitalized terms in this Agreement that are not
otherwise defined shall have the meanings ascribed to them in the Condominium
Purchase and Sale Agreement dated November 7, 1998 (the "Purchase and Sale
Agreement") attached hereto as Attachment 1.
2. Agreement to Rescind Sale. Pursuant to the Purchase and Sale Agreement,
PA&E sold the Unit to Xx. Xxxxxx, plus the exclusive right to use the limited
common elements identified as the two (2) parking spaces in the existing garage
upon and subject to the terms of the Declaration. PA&E and Xx. Xxxxxx hereby
agree to rescind the Purchase and Sale Agreement as of the date thereof. PA&E
shall return to Xx. Xxxxxx all consideration received from Xx. Xxxxxx for the
Unit and parking rights. The statutory warranty deed to the Unit, recorded on
December 14, 1998 with the Auditor of Chelan County, Washington under Document
No. 2042676, is null and void as if never made, and Xx. Xxxxxx shall provide a
quitclaim deed to PA&E, in the form attached hereto as Attachment 2, that
reflects such nullification and voidance. PA&E and Xx. Xxxxxx agree to take all
other actions that may be necessary to effectuate the rescission of the Purchase
and Sale Agreement and the restoration of title to PA&E as it existed prior to
the conveyance by PA&E to Xx. Xxxxxx.
3. Agreement to Rescind Right to Purchase Agreement. Pursuant to that
certain Right to Purchase Agreement dated November 7, 1998 and recorded with the
Auditor for Chelan County, Washington on December 14, 1998 under Document No.
2042677 (the "Right to Purchase Agreement"), PA&E and Xx. Xxxxxx granted to each
other certain rights of first refusal to purchase their respective units in the
Condominium. PA&E and Xx. Xxxxxx hereby agree to rescind the Right to Purchase
Agreement and the same shall be null and void as if never made, and the
quitclaim deed described in paragraph numbered 2 above shall reflect such
nullification and voidance. PA&E and Xx. Xxxxxx agree to take all other actions
that may be necessary to effectuate the rescission of the Right to Purchase
Agreement.
4. Attorneys' Fees. The prevailing party in any litigation concerning this
agreement shall be entitled to be paid its court costs and reasonable attorneys'
fees by the party against whom judgment is rendered, including such costs and
fees as may be incurred on appeal.
5. Time of Performance. Time is of the essence of each and every term,
covenant and condition hereof.
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6. Partial Invalidity. If any of the provisions of this Agreement are ruled
invalid by any court of competent jurisdiction, such ruling shall not affect,
impair, or invalidate any of the other terms hereof.
7. Successors. Xx. Xxxxxx shall not assign or otherwise transfer any
interest in this Agreement without the prior written consent of PA&E. Subject to
the foregoing, all rights and obligations arising out of this Agreement shall
inure to the benefit of and be binding upon the respective heirs, successors,
assigns, administrators, and marital communities, if any, of the parties hereto.
8. Venue. The venue of any action brought to interpret or enforce this
agreement shall be laid in Chelan County, Washington.
9. Controlling Law. This Agreement shall be construed, interpreted and
enforced in accordance with the internal laws of the State of Washington.
10. Entire Agreement. This Agreement constitutes the entire agreement of
the parties hereto, it supersedes all previous oral and written agreements
between PA&E and Xx. Xxxxxx which relate to the conveyance of the Unit, and may
not be amended except by subsequent written agreement executed by the parties.
PACIFIC AEROSPACE & ELECTRONICS, INC.,
a Washington corporation
By: /s/ XXXX X. XXXXX
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Printed Name:
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Title:
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/s/ XXXXXX X. XXXXXX
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XXXXXX X. XXXXXX
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