EXHIBIT 10.15
This Document Prepared By and After
Recording Return To:
Xxxxx X. Xxxxxx, Esq.
Xxxxxx, Xxxxxxxx and Xxxxxx, P.A.
00 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxx, XX 00000
Phone: (000) 000-0000
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GRANT OF RIGHT OF FIRST REFUSAL
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, HOLIDAY RV SUPERSTORES OF NEW MEXICO, INC., a New Mexico
corporation, ("Holiday") hereby grants to THE XXXXXXX XXXXX LIVING TRUST
("Xxxxx"), its successors, heirs and assigns, the following right of first
refusal to purchase the property located in Las Cruces, New Mexico owned by
Holiday and legally described on Exhibit A attached hereto (the "Property"):
1. If at any time Holiday desires to sell all or any part of the
Property, and receives a bona fide offer (the "Offer") which it is willing to
accept from any person, firm or corporation, ready, willing and able to purchase
any or all of the Property, then and in such case Holiday shall immediately give
notice thereof (the "Offer Notice") to Xxxxx including in said notice the name
and address of offeror, the price offered and the terms and conditions of the
Offer. Said notice shall be accompanied by a copy of the Offer and of any letter
of intent or other memorandum of the Offer.
2. Xxxxx shall have thirty (30) days after receipt of the Offer Notice
(the "Exercise Period") to agree to purchase the Property covered by said Offer
at the price and according to the terms specified in said Offer and with at
least sixty (60) day due diligence period, by executing a purchase agreement
containing the price and terms and conditions of the Offer. In the event that
Xxxxx exercises its discretion not to proceed with the purchase as a result of
it due diligence, such action shall be treated as Xxxxx having not exercised its
right to purchase and Holiday may proceed with the sale contemplated by the
Offer in accordance with paragraphs 3 and 4 below and the time period set forth
in paragraph 4 shall commence upon Adam's written notice to Holiday exercising
its due diligence termination right.
3. If Xxxxx does not exercise its right to purchase by giving written
notice thereof to Holiday within the Exercise Period, Holiday may accept said
Offer and complete said sale to the offeror in accordance with said Offer, after
the expiration of the Exercise Period. Concurrent with the successful closing of
the Offer with offeror, Xxxxx shall execute and deliver a release and
acknowledgement of termination of this Right of First Refusal at the closing of
said sale as to the portion of the property so sold upon request by Holiday.
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4. In the event that Xxxxx does not exercise its right to purchase and
either (a) the terms of the Offer are materially changed, or (b) the sale or
conveyance to the offeror is not completed within ninety (90) days after the
expiration of the Exercise Period, then Holiday shall comply with the provisions
of the right of first refusal given hereby and said Offer shall again be
submitted to Xxxxx for the period and in the manner herein stated.
5. If some, but not all of the Property is included in the Offer, the
purchase of failure to purchase of any part of the Property pursuant to a
written notice by Holiday to Xxxxx as above provided shall not affect the right
of Xxxxx, as above granted, to purchase the balance of the Property, and any
sale of all or any part of the balance thereof shall be subject to the terms
hereof.
6. All notices hereunder shall be effective when mailed by United States
certified mail, postage prepaid, return receipt requested, and addressed as
follows:
As to Holiday:
c/o Holiday RV Superstores, Inc.
000 Xxxx Xxxxxxx Xxxx., Xxxxx 000
Xx. Xxxxxxxxxx, Xxxxxxx 3301
Fax: (000) 000-0000
With a copy to:
Sheppard, Mullin, Xxxxxxx & Xxxxxxx, LLP
000 Xxxxxxx Xxxxxx
Xxxxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attn: Xxxxxxxx X. Xxxxxxx, Esq.
Fax: (000) 000-0000
As to Xxxxx:
0000 Xxxxx Xxx Xxx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
With a copy to:
Xxxxxx, Xxxxxxxx and Xxxxxx, X.X.
5500 Xxxxx Fargo Center
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxx, Esq.
Fax: (000) 000-0000
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or to such other address as a party may designate by ten (10) days prior written
notice given in accordance with the terms hereof.
7. The agreement shall be governed by the laws of the State of South
Carolina.
IN WITNESS WHEREOF, Holiday has caused this Right of First Refusal
to be executed as of the date and year first above written.
WITNESSES Holiday RV Supersores, Inc.
/s/ Xxxxx Xxxxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Signature Name: Xxxxxx X. Xxxxxxx
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Title: Chief Executive Officer
Xxxxx Xxxxxxxxxxxx --------------------------
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Printed Name
/s/ Xxxxx X. Xxxxxx
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Signature
Xxxxx X. Xxxxxx
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Printed Name
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STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 12th day of
March, 2002 by Xxxxxx X. Xxxxxxx, as Chief Executive Officer of Holiday R.V.
Superstores of South Carolina, Inc., a South Carolina corporation, on behalf of
said corporation.
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Notary Public/State of Minnesota
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