EXHIBIT 10.3
FORM C/GENERAL DOCUMENT PART 2
THIS AGREEMENT made the 12TH day of August, 1998.
BETWEEN 514592 B.C. LTD. (Inc. No. 514592)
hereinafter called "the Vendor" OF THE ONE PART
AND
FOREST GLADE PROPERTIES INC., (Inc. #558539)
X/X #000 000 Xxxxxxxx Xxxxxx,
Xxxxxx Xxxxxx, X.X., X0X 0X0
hereinafter called "the Purchaser" OF THE OTHER PART
WITNESSETH that the parties agree as follows:
1. The Vendor shall sell and the Purchaser shall buy ALL AND SINGULAR the
certain parcel or tract of land an premises situate in the District of
Sparwood in the Province of British Columbia and described as:
000-000-000 Xxx 0, X.X. 0000, Xxxxxxxx Xxxxxxxx, Xxxx 00000
Xxxxxxxx with all buildings, fixtures, commons, ways, profits,
privileges, rights, easements and appurtenances to the said
hereditaments belonging, or with the same or any part thereof, held or
enjoyed, or appurtenant thereto and all the estate, right, title
interest, property, claim and demand of the Vendor in, to, or upon the
lands and premises (which together are hereinafter called "the lands")
for the price of ONE MILLION FIVE HUNDRED THOUSAND)
Dollars($1,500,000.00) of lawful money of Canada, payable in the
manner and on the days and times hereinafter mentioned and set out in
paragraph 14 hereof.
2. THE Purchaser covenants with the Vendor that:
A. he will pay, or cause to be paid, to the Vendor the purchase
price as provided in paragraph 1 hereof.
B. forthwith, as the same become due, he will pay and satisfy all
taxes, rates, levies, water rates, charges, rents, assessments,
statute labour or other impositions whatsoever already rated, charges,
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assessed or imposed or hereafter to be rated, charged, assessed or
imposed no matter by whom or by what authority or howsoever on the
lands, subject to the provisions of paragraph 18.
C. he will insure and keep insured against loss or damage bv fire
any buildings which may be on the lands for their full insurable value
with loss payable to the Vendor as his interest may appear, and will
pay all premiums and sums of money necessary for such purpose as the
same become due, and on demand will assign, transfer and deliver over
to the Vendor the Policy or policies of insurance and premium receipt
or receipts and in default thereof the Vendor may effect or maintain
any insurance herein provided for, and any amount paid by the Vendor
therefore shall be forthwith payable to the Vendor by the Purchaser,
with interest at the rate aforesaid, and shall be added to the
purchase price and shall be a charge carrying interest at the rate
aforesaid upon the lands in favour of the Vendor, prior to all claims
thereon subsequent to these presents. Provided that the Vendor shall
not be bound to insure the premises nor to see to the payments of any
premiums on any policy, nor shall the Vendor be liable or responsible
for any loss arising out of any defect in any policy or failure of any
insurance company to pay for any loss thereunder. It is further
understood, that, irrespective of the generality of the foregoing, the
Vendor will maintain all current policies of insurance from August 12,
1998 to the date of registration of this Agreement for Sale in the
Xxxxxx Land Title Office at which time the responsibility for
placement of insurance will fall to the Purchaser.
3. If default is made in the payment of the purchase price as set out
herein in paragraph 14 then, at the option of the Vendor, this
agreement will become null and void and of no effect whatsoever and
the Vendor will, again at the option of the Vendor, be free to
register a cancellation of this Agreement for Sale at the Xxxxxx Land
Title Office without notice to or consent from the Purchaser and the
Purchaser hereby acknowledges that the Vendor is in receipt of a duly
executed cancellation document which was delivered to the Vendor
concurrently with the execution of this agreement. In the event that
the Vendor does not
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exercise the options as set out above in this paragraph 3 and a
default is made in the payment of or any instalment of purchase money
or of any taxes, rates or of any taxes, rates or assessments rated or
charges against the said lands, or if the Purchaser is otherwise in
default hereunder then, after notice thereof in writing has been given
by the Vendor to the Purchaser, the whole of the balance of principal
then remaining unpaid shall forthwith become due and payable.
4. The Vendor may on default of the Purchaser in making payment thereof
on the due date, pay or satisfy any taxes, rates, levies, assessment,
water rates or charges, liens or encumbrances against the said lands,
money for insurance, cost of suit or otherwise howsoever, or costs,
charges and expenses of or connected with the recovery, collection or
enforcing payment of any money whether for principal, interest, rents,
profits or otherwise hereby secured or payable hereunder, and
solicitors' fees and solicitors' costs and commission on all moneys so
received or collected whether as a result of suit or otherwise
together with all costs as between solicitor and client which may be
incurred by taking or defending proceedings of any nature whether by
instituting or defending suit in any Court or otherwise concerning
these presents or the said lands and the amount so paid shall be a
charge on the said lands in favour of the Vendor and shall be payable
forthwith with interest at the rate aforesaid from the day or
respective days of payment until paid by the Purchaser and in the
event of the Vendor satisfying or discharging any such payment, lien,
charge, or encumbrance, the Vendor shall be entitled to all equities
and securities held by any person or persons in respect of the said
payment, liens, charges and encumbrances so paid and satisfied, and
the Purchaser covenants to pay such amount and interest forthwith, and
in the meantime the said amount shall at the option of the Vendor be
added to the principal and bear interest from the date of payment
until paid.
5. IN CONSIDERATION WHEREOF, and upon payment of the purchase price and
interest and upon the performance and observance by the Purchaser of
each and every covenant, proviso, condition and agreement herein
contained on the part of the Purchaser to be performed
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or observed, the Vendor COVENANTS AND AGREES with the Purchaser to
convey and assure, or cause to be conveyed and assured, to the
Purchaser, by a good and sufficient transfer in fee simple, ALL THAT
the lands above described, together with the appurtenances thereto
belonging or appearing, FREED AND DISCHARGED FROM ALL ENCUMBRANCES,
subject to the provisions of paragraphs 16, 17 and 18.
AND ALSO SAVE AND EXCEPT local improvement assessments or taxes, sewer
and water rates from and after the date hereof, and subject to the
limitations, exceptions, provisos, conditions and reservations in the
original grant thereof from the Crown.
6. Such transfer shall be prepared at the expense of the Purchaser and
shall contain the statutory covenants.
7. THE VENDOR shall and will suffer and permit the Purchaser to occupy
and enjoy the lands until default be made in the payment of the said
sums. of money above mentioned or interest thereon, or any part
thereof, on the days and times and in the manner above mentioned,
subject, nevertheless, to impeachment for voluntary or permissive
waste, subject to the provisions of paragraph 18.
8. Subject to the provisons of Pargraph 4 hereunder, it is expressly
agreed that time is to be considered of the essence of this Agreement,
and unless the payments above mentioned are punctually made at the
times and in the manner above mentioned, and as often as any default
shall happen in making such payment, the Vendor may at his option, and
in addition to his other remedies hereunder, give to the Purchaser
thirty days' notice in writing, demanding payment thereof, and in case
any such default shall continue these Presents shall at the expiration
of such notice be null and void and of no effect, and the Vendor shall
have the right to re-enter upon and take possession of the said lands
and premises; and in such event any amount paid on account of the
price thereof shall be retained by the Vendor as liquidated and
ascertained damages for the non-fulfilment of this Agreement to
purchase the lands and pay the price thereof and interest, and on such
default as aforesaid the Vendor shall have the right to sell and
convey the lands to any purchaser thereof.
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9. THE VENDOR shall have the right at all times xxxx consent of the
Purchaser, to mortgage, assign or transfer all his right, title and
interest in this Agreement for Sale and in the lands herein described
to any person whosoever provided, however, that the Vendor shall
forthwith give notice thereof by registered mail to the Purchaser
specifying the name of such person and the full address at which
subsequent payments hereunder shall be made by the Purchaser. The
Purchaser agrees with the Vendor to accept a conveyance from any
person to whom the Vendor shall have conveyed or transferred his
interest in the lands and shall not call upon the Vendor for a
conveyance or to join in the covenants thereof.
10. THE VENDOR shall not be required to furnish any abstract of title, or
proof or evidence of title, or any deeds, papers or documents or
copies of any deeds, papers or documents relating to the said lands
other than those which are now in possession of the Vendor, save and
except the Certificate of Title, which shall be deposited in the Land
Title Office by the Vendor.
11. THE PURCHASER shall examine the title at his own expense.
12. The taking of a judgement or judgements on any of the covenants herein
contained shall not operate as a merger of the covenants herein
contained or affect the Vendor's right to interest at the rate and at
the times aforesaid.
13. Any demand or notice which may be required for the purpose of these
presents, or any of them shall be well and sufficiently given if
delivered to the Purchaser or mailed at any Post Of fice, under
registered cover, addressed as follows:
FOREST GLADE PROPERTIES INC.
370 - 000 Xxxxxxxx Xxxxxx,
Xxxxxx Xxxxxx, X.X., X0X 0X0
or at such other address as the Purchaser shall by registered mail
specify to the Xxxxxx.
00
00. The payment of the purchase price in the amount of $1,500,00.00 as set
out in paragraph 1 hereof will be paid on or before the 31st day of
October, 1998 as follows:
a) Firstly, by assumption of the existing Mortgage debt on the
subject property in the approximate amount of $750,000.00
(Canadian funds) by way of a first Mortgage and Assignment of
Rents registered in the Xxxxxx Land Title Office under numbers
XK24243 and XK24244, provided always however that the Purchaser
is able to obtain official approval from the Mortgagee in order
to assume such mortgage financing with a complete and irrevocable
release of the Vendor's covenant to such Mortgagee and a complete
and irrevocable release of any and all covenantors/guarantors who
are obligated to such Mortgagee on the said mortgages. In the
event that the Purchaser is unable to obtain such assumption
approval and/or such complete and irrevocable releases, then the
Purchaser will pay and satisfy this part of the said purchase
price in cash payable to the Vendor and the Vendor will payout
and discharge the said mortgage financing in full and the Vendor
will be responsible for any and all costs related to such ayouts
including any and all early prepayment penalties charged by such
Mortgagee.
b) Secondly, the balance of such purchase price (Canadian funds)will
be paid and satisfied by the Purchaser to the Vendor by way of
transfer of shares in FOREST GLADE INTERNATIONAL, a duly
incorporated company in the state of Nevada, U.S.A. (Inc.
#_________________________) with a registered address of 0000
Xxxxxxx Xxxx, Xxx Xxxxx, Xxxxxx, X.X.X., 00000, with a pre-
determined and agreed value of $2.50 (U.S.A. funds) per share.
15. Both parties hereby acknowledge that the effective date of this
Agreement is August 12, 1999 and the Vendor hereby further
acknowledges that the legal name of the Purchaser as of August 12,
1999 is 558539 B.C. Ltd. and that documents are currently being filed
at the companies office in Victoria, B.C. in order to legally
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change such name to Forest Glade Properties Inc. (Inc. #558539) and it
is contemplated that such name change will be completed and finalized
prior to registration of this agreement at the Xxxxxx Land Title
Office.
16. Both parties agree to determine the allocation of the purchase price
set out herein as between land improvements, goodwill and, chattels on
or before the date of payout of this Agreement for Sale or on or
before October 31, 1999 (whichever date first occurs).
17. The Vendor will transfer to the Purchaser concurrently with the payout
of this Agreement for Sale or on October 31, 1999 (whichever date
first occurs) all of the chattels, equipment, licenses, permits
required for the normal operation of the Vendor's manufactured home
park, restaurant, motel and RV Park business and without limiting the
generality of the foregoing the Vendor agrees to transfer to the
Purchaser that certain manufactured home registered under MHR #6420.
18. Both parties hereto agree that all normal closing adjustments as
between the Vendor and Purchaser (property taxes, municipal utilities,
rents, security deposits, prepaid expenses, etc.) will be made on the
date of payout of this Agreement for sale or on October 31, 1999
(whichever date first occurs) and the Vendor will be solely entitled
to the receipt of all revenue forth coming from the Vendor's business
until such date of adjustments.
19. The Purchaser agrees to obtain a GST registration number and self
assess itself for any and all GST applicable to the closing of this
transaction prior to registration or full payout of this Agreement for
sale, whichever date first occurs.
20. In this Indenture
(a) the singular includes the plural and vice-versa;
(b) the masculine includes the feminine and vice-versa;
(c) any reference to a party includes that party's heirs, executors,
administrators and assigns and in the case of a Corporation its
successors and assigns;
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(d) any covenant, proviso, condition or agreement made by two or more
persons shall be construed as several as well as joint.
OFFICER SIGNATURE(S) EXECUTION DATE PART(IES) SIGNATURE(S)
Y M D
/s/XXXXX X. XXXXXXX
-------------------
XXXXX X. XXXXXXX 98 10 01 514592 B.C. LTD.
BARRISTOR AND SOLICTOR by its authorized
Courtyard Lane signatory
0000 Xxxxx Xxxxxx
Xxxxxx Xxxxxx, XX X0X0X0 /s/ XXX XXXXXX
--------------
FOREST GLADE PROPERTIES, INC.
By its authorized signatory.
/s/XXXXX X. XXXXXX 98 10 02
------------------
XXXXX X. XXXXXX
Barrister & Solicitor /s/ XXXXX X. XXXXXX
0000 - 0xx Xxxxxx ---------------
Xxxxxx Xxxxxx, X.X. X0X 0X0
Ph: (250) 562 3324
END OF DOCUMENT
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Addendum to Purchase
514592 BC Ltd., is the registered owner of Mountainview Mobile Home Park,
Sparwood, BC and as such herein extends the closing date of the sale to
Forest Glade Properties Inc. to November 30, 1998. All terms and
conditions as drafted remain in effect.
/s/ XXX XXXXXX
-----------------
514592 BC Ltd.
Authorized Signatory
X. Xxxxxx
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