EXHIBIT 2.5
REAL PROPERTY PURCHASE AGREEMENT
THIS REAL PROPERTY PURCHASE AGREEMENT ("Agreement") is made and entered
into as of the 12th day of June, 1998 by and between G. XXXXXXX XXXXXXX, XXXXXX
X. XXXXXXX, and XXXXX X. XXXXXXX (hereinafter sometimes collectively referred to
as the "Sellers"), as sellers, and AMERICAN ALLSAFE COMPANY, a Delaware
corporation (hereinafter sometimes referred to as the "Buyer"), as buyer.
RECITALS:
A. Concurrently with the execution of this Agreement, the Sellers and
the Buyer have entered into that certain Stock Purchase Agreement (the "Stock
Purchase Agreement"), dated of even date herewith, pursuant to which the Sellers
will sell to the Buyer, and the Buyer will purchase from the Sellers, all of the
issued and outstanding stock of Kedman Company, Inc., a Utah corporation
("Kedman").
B. The Sellers own certain real property described below, which is
leased to Kedman, and the Buyer desires to purchase and the Sellers are willing
to sell such real property to the Buyer, on the terms, conditions, and
provisions hereinafter set forth.
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Sellers and the Buyer hereby agree as
follows:
1. PURCHASE, SALE, AND AGREEMENTS.
1.1. Description of Property. The Sellers hereby agree to sell to the
Buyer, and the Buyer hereby agrees to purchase from the Sellers, on the terms,
conditions, and provisions herein contained, certain real property (hereinafter
the "Property"), situated in the County of Salt Lake, State of Utah, and more
particularly described in Exhibit A attached hereto and by this reference made a
part thereof.
1.2. Purchase Price. The purchase price which the Buyer shall pay for
the Property is Four Hundred Fifty Thousand and No/100 Dollars ($450,000.00),
which amount shall be paid to the Sellers in current and immediately available
funds at the Closing (hereinafter the "Closing") provided for in Section 3.1
hereof.
1.3. Title Report. Within fifteen (15) days after execution of this
Agreement, the Sellers shall obtain and deliver to the Buyer a Commitment for
Title Insurance covering the Property (hereinafter the "Preliminary Report").
The Buyer shall, within fifteen (15) days after the Buyer's receipt of the
Preliminary Report, give written notice to the Sellers specifying any and each
title exception contained in the Preliminary Report that is reasonably
objectionable to the Buyer. If the Buyer timely notifies the Sellers of any such
objectionable title exception, then
the Sellers may attempt to cause each such objectionable title exception to be
removed or cured prior to the Closing; provided, however, that if any such
objectionable title exception is not or cannot (in the reasonable judgment of
the Sellers) be so removed or cured by the date on which the Closing is
scheduled to occur and the Sellers advise the Buyer in writing, then the Buyer
shall elect, by the earlier of (i) the Closing Date; or (ii) within ten (10)
days after notice from the Sellers of such circumstance either (a) to waive each
such objectionable title exception and proceed with the Closing, with no
adjustment to the purchase price for the Property due to such title exception,
or (b) to terminate this Agreement and all of the rights and obligations of the
parties hereunder. The Sellers shall not be obligated to remove any such
objectionable title exception, but may do so at the Sellers' election.
1.4. Permitted Encumbrances. As used in this Agreement, the term
"Permitted Encumbrances" shall mean: (a) Real property taxes and assessments for
1998 and thereafter (including assessments of record prior to 1998 and payable
in subsequent periods, provided the same are not delinquent or subject the
Property to any penalty); (b) all covenants, conditions, restrictions,
easements, rights-of-way, encroachments, title exceptions, and other matters of
any nature disclosed in the Preliminary Report, other than such title exceptions
as to which the Buyer timely objects in writing, as provided in Section 1.3
hereof, and does not thereafter waive such objection; (c) all shortages in area,
conditions, restrictions, easements, rights-of-way, encroachments, title
exceptions, and other matters which would be disclosed or discoverable by the
Buyer upon a complete and thorough inspection and survey of the Property
conforming to ALTA/ACSM minimum standard detail requirements for an urban
survey; (d) that certain Lease affecting the Property, executed by Xxxxxx Zahnor
Xxxxxxx and Xxxxxx X. Xxxxxxx, as lessor, and Kedman Company, as lessee, dated
August 1, 1967, amended by Amendment of Lease, dated March 1, 1993; and (e)
other matters or conditions arising as a result of the acts or omissions of the
Buyer or its successors.
2. CONDITIONS OF CLOSING.
2.1. Conditions to the Buyer's Obligations. The obligations of the
Buyer under this Agreement to purchase the Property are subject to the
fulfillment, prior to or at the Closing or prior to or at the respective dates
specified below, as the case may be, of the following conditions:
(a) On or before July 12, 1998, the Buyer shall, at the
Buyer's sole cost and expense, have procured and approved in writing
all environmental assessments, soils tests, and engineering reports
concerning the environmental condition, soil conditions, and economic
feasibility of the proposed use of the Property which may be deemed
necessary or appropriate by the Buyer. Unless the Buyer notifies the
Sellers in writing on or before July 12, 1998 that any of the foregoing
have not been procured or approved, the Buyer shall be deemed to have
procured and approved all of the foregoing and to have waived this
condition 2.1(a).
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(b) On or before July 12, 1998, the Buyer shall have obtained
and reviewed a survey of the Property ("Survey"), including the
approval of each and every condition, encroachment, boundary overlap or
shortage, or other matter revealed by such Survey. Unless the Buyer
notifies the Sellers in writing on or before July 12, 1998 that the
survey and any matter set forth thereon has not been obtained,
reviewed, and approved by the Buyer, the Buyer shall be deemed to have
obtained, reviewed, and approved the Survey and each encroachment,
restriction, boundary overlap or shortage, and other matters set forth
on the Survey and to have waived this condition 2.1(b).
(c) The Sellers shall have performed and complied in all
material respects with its obligations, covenants, and agreements
contained in this agreement on its part to be performed and complied
with at the appropriate times for such performance and compliance.
In the event that each of such conditions shall not have been satisfied
at or prior to the Closing or the respective date specified, as the case may be
or waived by the Buyer, then the Buyer shall have the right, at the Buyer's
option, at any time prior to July 31, 1998, to terminate this Agreement by
giving written notice of such termination to the Sellers, in which event this
Agreement shall automatically terminate and the Sellers and the Buyer each shall
be released automatically from all further obligations and liabilities
hereunder, except as set forth in Sections 6.2, 6.8, and 6.10 hereof. In the
event the Buyer does not exercise its option to terminate this Agreement
pursuant to this Section 2.1 on or before July 31, 1998, the Buyer shall
automatically and irrevocably be deemed to have waived its objection asserted in
any notice given pursuant to this Section 2.1 and to have waived the
corresponding condition to the Buyer's obligation to close on its purchase of
the Property as set forth in this Agreement.
2.2. Conditions to the Sellers' Obligations. The obligations of the
Sellers under this Agreement to sell the Property are subject to the
fulfillment, prior to or at the Closing, of the following conditions:
(a) The Buyer shall have performed and complied in all
material respects with the Buyer's obligations, covenants, and
agreements contained in this Agreement on the Buyer's part to be
performed and complied with at the appropriate times for such
performance and compliance.
In the event each of such conditions shall not have been satisfied at
or prior to the Closing or waived by the Sellers, then the Sellers shall have
the right, at the Sellers' option, to (i) terminate this Agreement by giving
written notice of such termination to the Buyer, in which event this Agreement
shall automatically terminate and the Sellers and the Buyer each shall be
released automatically from all further obligations and liabilities hereunder,
except as set forth in Sections 6.2, 6.8, and 6.10 hereof; or (ii) pursue any
other remedies available to the Sellers.
2.3. Casualty or Condemnation. The Buyer shall be bound to purchase the
Property for the full purchase price as required by the terms hereof, without
regard to the occurrence or
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effect of any damage to or destruction of the Property or partial condemnation
of the Property occurring after the date hereof and prior to the Closing Date,
provided:
(a) The cost to repair any such damage or destruction does not
exceed $50,000.00 and is fully covered by insurance; and
(b) any partial condemnation does not result in the taking of
more than five percent (5%) of the total area of the Property; and
(c) at the Closing, the Buyer shall have credited against the
purchase price due hereunder the amount of any insurance or
condemnation proceeds collected by the Sellers and prior to Closing as
a result of any such damage, destruction, or condemnation, or such
proceeds shall be assigned to the Buyer if not then collected but shall
not be deducted from the purchase price.
If such damage or destruction exceeds $50,000.00, or if any
condemnation results in the taking of more than 5% of the total area of the
Property, then the Buyer may, at its option, either terminate this Agreement or
consummate the purchase at the purchase price specified in Section 1.2 hereof.
The Buyer's option must be exercised within fifteen (15) days from the date on
which the Buyer receives notice of such damage or destruction or condemnation.
If the Buyer proceeds with the purchase, then all insurance or condemnation
proceeds shall be paid over to the Buyer (or assigned if not yet collected) less
only such monies actually expanded by the Sellers to repair the damage. Except
as provided above, the Buyer shall be bound to purchase the Property for the
full purchase price as required by the terms hereof, without regard to the
occurrence or effect of any damage to or destruction of the Property or partial
condemnation of the Property occurring after the date hereof and prior to the
Closing Date.
2.4. Closing of Stock Purchase Agreement. The obligations of the
Sellers and the Buyer to sell and purchase, respectively, the Property pursuant
to the terms and provisions of this Agreement are subject to and conditioned
upon the Buyer's purchase of all of the issued and outstanding shares of stock
of Kedman, on the terms and conditions set forth in the Stock Purchase
Agreement. The obligations of the Sellers and the Buyer under this Agreement
shall automatically terminate and the Sellers and the Buyer each shall be
released automatically from all further obligations and liabilities hereunder,
except as set forth in Sections 6.2, 6.8, and 6.10 hereof, upon any termination
of the Stock Purchase Agreement.
3. CLOSING AND POST-CLOSING.
3.1. Closing. Closing of the subject transaction shall be held at the
offices of Van Cott, Xxxxxx, Cornwall & XxXxxxxx, 00 Xxxxx Xxxx Xxxxxx, Xxxxx
0000, Xxxx Xxxx Xxxx, Xxxx 00000-0000, on July 12, 1998, or at such other date
or place as shall be mutually agreed to in writing by the Sellers and the Buyer;
provided, however, that the Closing may be accomplished on such date through an
escrow established with a Utah title insurance company, designated by the Buyer,
acting as agent for Chicago Title Company or another escrow agent acceptable to
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both the Sellers and the Buyer. The date on which the Closing actually takes
place or, if more than one day is required to complete the Closing, the date on
which the Closing is actually accomplished is herein referred to and designated
as the "Closing Date." At the Closing the following shall occur, each action
being considered a condition precedent to the others and all being considered as
taking place simultaneously, and (subject to the terms and conditions hereof)
each party covenanting to perform or cause to be performed each such action to
be performed on its part:
(a) The Sellers shall execute, acknowledge, and deliver to the
Buyer a Special Warranty Deed, conveying and warranting the Property to
the Buyer, against those claiming by, through, or under the Sellers.
(b) The Sellers shall assign to the Buyer all right, title,
and interest under the Lease affecting the Property, and the Buyer
shall agree in such written instrument to assume and perform all
obligations of the lessor under such leases from and after the Closing
Date, in accordance with Section 1.5 hereof.
(c) The Buyer shall pay to the escrow agent for disbursement
to the Sellers, in current funds, the sum of Four Hundred Fifty
Thousand and No/100 Dollars ($450,000.00), representing the purchase
price to be paid at the Closing as provided in Section 1.2 hereof.
(d) All reasonable and customary prorations shall be made as
of the Closing Date and appropriate credits shall be given for real
property taxes, assessments, rents, deposits, and other matters the
nature of which properly requires such treatment. If on the Closing
Date either the applicable assessed value or mill levy for the year in
which the Closing occurs cannot be ascertained, real property taxes
relative to the Property shall be apportioned on the basis of the
assessed value and mill levy for the preceding year, and the parties
shall make adjustment payments after the Closing based on the actual
assessed value and the actual mill levy for the year in which the
Closing occurs when such information is available. The provisions of
this Section 3.1(d) shall survive the Closing.
(e) The Sellers shall pay in full the premium for the owner's
policy of title insurance referred to in Section 3.2 hereof.
(f) The Buyer and the Sellers shall each pay one-half (1/2) of
the costs of recording the Special Warranty Deed and one-half (1/2) of
the costs of the escrow.
(g) The Sellers and the Buyer shall execute and deliver to
each other closing statements reflecting the adjustments, payments, and
credits described in this Section 3.1.
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(h) The Sellers shall execute and deliver to the Buyer a
certificate pursuant to Internal Revenue Code ss. 1445 (b)(2),
certifying to the Buyer that neither of the Sellers is a "foreign
person," within the meaning of Internal Revenue Code ss. 1445.
(i) Each party shall execute, acknowledge, and deliver such
other documents and instruments and take such other action as the other
party or its legal counsel may reasonably require in order to document
and carry out the transactions contemplated in this Agreement.
3.2. Owner's Title Insurance. In conjunction with the Closing, the
Sellers shall, at the Sellers' expense, cause First American Title Company of
Utah to issue and deliver to the Buyer (as the named insured) an ALTA owner's
policy of title insurance, providing for standard coverage, in the amount of
Four Hundred Fifty Thousand and No/100 Dollars ($450,000.00), insuring that fee
simple title to the Property is vested in the Buyer subject only to: (a) the
Permitted Encumbrances referred to in Section 1.4 hereof; and (b) standard items
and exceptions.
4. DEFAULT AND REMEDIES.
4.1. Buyer's Remedies on Default In the event of a default by the
Sellers in the performance of their obligations hereunder, the Buyer shall give
written notice to the Sellers designating such default. The Sellers shall have a
period of ten (10) days following the effective date of said notice within which
to correct the default of which the Sellers have received notice. In the event
that the Sellers shall fail to correct such default within said ten (10) day
period, the Buyer shall have the right, at its option: (i) to terminate both
this Agreement and the Stock Purchase Agreement and all rights, duties, and
obligations of the parties hereunder, by giving written notice thereof to the
Sellers; or (ii) to receive specific performance by the Sellers of their
obligations under this Agreement and the Stock Purchase Agreement and to recover
damages from the Sellers resulting from said default.
4.2. Sellers' Remedies on Default. In the event of a default by the
Buyer in the performance of its obligations hereunder, the Sellers shall give
written notice to the Buyer designating such default. The Buyer shall have a
period of ten (10) days following the effective date of said notice within which
to correct the default of which the Buyer has received notice. In the event that
the Buyer shall fail to correct such default within said ten (10) day period,
the Sellers shall have the right, at the Sellers' option: (i) to terminate both
this Agreement and the Stock Purchase Agreement and all rights, duties, and
obligations of the parties hereunder, by giving written notice thereof to the
Buyer; or (ii) to recover damages from the Buyer resulting from said default.
5. LIMITATION AND DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. THE
BUYER ACKNOWLEDGES THAT THE BUYER HAS HAD OR WILL HAVE PRIOR TO THE CLOSING AN
ADEQUATE OPPORTUNITY TO INSPECT THE PROPERTY AND TO INVESTIGATE ALL MATTERS
BEARING ON ITS SUITABILITY FOR THE BUYER, AND WILL HAVE EITHER COMPLETED OR WILL
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HAVE ELECTED NOT TO COMPLETE (AS OF THE CLOSING DATE) SUCH INSPECTIONS AND
INVESTIGATIONS OR HAVE DECIDED TO ASSUME THE RISK OF BUYING THE PROPERTY WITHOUT
DOING SO. ACCORDINGLY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE
SELLERS SET FORTH IN THE STOCK PURCHASE AGREEMENT, THE SELLERS MAKE NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY
IMPLIED WARRANTY, AS TO THE CONDITION, QUALITY, SAFETY, FREEDOM FROM DEFECTS
(WHETHER OR NOT DETECTABLE BY INSPECTION), MERCHANTABILITY, FITNESS FOR THE
BUYER'S INTENDED USE, OR FREEDOM FROM CONTAMINATION BY HAZARDOUS WASTES OR
SUBSTANCES, OR COMPLIANCE WITH ZONING OR OTHER LEGAL REQUIREMENTS, OF ALL OR ANY
PART OF THE PROPERTY, OR AS TO THE AVAILABILITY OR EXISTENCE OF ANY UTILITY OR
OTHER GOVERNMENTAL OR PRIVATE SERVICES. ACCORDINGLY, THE BUYER IS PURCHASING THE
PROPERTY "AS IS." THE PROVISIONS OF THIS SECTION 5 SHALL SURVIVE THE CLOSING.
ANY CLAIMS FOR BREACH OF REPRESENTATION OR WARRANTY OR FOR INDEMNIFICATION SHALL
BE MADE UNDER THE STOCK PURCHASE AGREEMENT AND SUBJECT TO THE LIMITATIONS SET
FORTH THEREIN.
6. GENERAL PROVISIONS.
6.1. Real Estate Commissions. The Sellers represent and warrant to the
Buyer, and the Buyer represents and warrants to the Sellers, that no broker or
finder has been engaged by the respective parties in connection with this
Agreement or any of the transactions contemplated by this Agreement, is in
anyway connected with this Agreement or any of the transactions, or is entitled
to any fee or commission as a result of this Agreement or any of the
transactions contemplated hereby. In the event of a claim for a broker's or
finder's fee or commission in connection with this Agreement or any of the
transactions contemplated hereby, except for the commission set forth above: The
Buyer shall indemnify, save harmless, and defend the Sellers from and against
such claim if it is based upon any statement, representation, or agreement
alleged to have been made by the Buyer; and the Sellers shall indemnify, save
harmless, and defend the Buyer from and against such claim if it is based upon
any statement, representation, or agreement alleged to have been made by the
Sellers. The provisions of this Section 6.1 shall survive the Closing.
6.2. Notices. All notices and other communications provided for in this
Agreement shall be in writing and shall be sufficient for all purposes if
personally delivered or if sent by certified or registered U.S. mail, return
receipt requested, postage prepaid, and addressed to the respective party at the
address set forth below or at such other address as such party may hereafter
designate by written notice to the other parties as herein provided.
To Sellers: Mr. G. Xxxxxxx Xxxxxxx
X.X. Xxx 0000
Xxxxxxxx, Xxxxxx 00000
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Xx. Xxxxxx X. Xxxxxxx
0000 Xxxx Xxxxxxxxx Xxxxx
Xxxxx, Xxxx 00000
Xx. Xxxxx X. Xxxxxxx
0000 Xxxx Xxxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
with a copy to:
Xxxxx X. Xxxxxx, Esq.
Van Cott, Xxxxxx, Cornwall & XxXxxxxx
00 Xxxxx Xxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxx Xxxx, Xxxx 00000-0000
To Buyer: American Allsafe Company
0000 Xxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xx. Xxxxxxxxxxx X. Xxxxx
with a copy to:
Xxxxx X. Xxxxxxx, Esq.
Xxxxx, Xxxxx & Xxxxx
0000 Xxxxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0000
If personally delivered, notices and other communications under this Agreement
shall be deemed to have been given and received and shall be effective when
personally delivered. If sent by mail in the form specified in this section,
notices and other communications under this Agreement shall be deemed to have
been given and received and shall be effective when deposited in the U.S. mail.
6.3. Costs. Except as otherwise specifically provided in this
Agreement, the Sellers and the Buyer each shall pay their own costs and expenses
incurred in preparation and execution of and performance under this Agreement.
6.4. Entire Agreement. This Agreement, the Stock Purchase Agreement,
and the Confidentiality Agreement, dated December 4, 1997, including the
exhibits attached thereto, constitute the entire agreement between the parties
hereto relative to the subject matter hereof. Any prior negotiations,
correspondence, or understandings relative to the subject matter hereof shall be
deemed to be merged in this Agreement and shall be of no force or effect. This
Agreement may not be amended or modified except in writing executed by both of
the parties hereto.
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6.5. Interpretation. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of Utah. Whenever the context
requires, the singular shall include the plural, the plural shall include the
singular, the whole shall include any part thereof, any gender shall include
both other genders, the term "person" shall include an individual, partnership
(general or limited), corporation, limited liability company, trust, or other
entity or association or combination thereof, and the term "Buyer" shall include
the Buyer herein named and any permitted assignee of such Buyer. The section
headings contained in this Agreement are for purposes of reference only and
shall not limit, expand, or otherwise affect the construction of any provisions
of this Agreement. Subject to the limitations contained in Section 6.11 hereof,
this Agreement shall bind and inure to the benefit of the parties hereto and
their respective successors and assigns. Time is of the essence. The provisions
of this Agreement shall be construed both as covenants and conditions in the
same manner as though the words importing such covenants and conditions were
used in each separate provision hereof. Exhibit A attached hereto is by this
reference incorporated herein and is made a part hereof.
6.6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be an
original, and all of which shall together constitute one and the same
instrument.
6.7. No Waiver. Acceptance by either party of any performance less than
required hereby shall not be deemed to be a waiver of the rights of such party
to enforce all of the terms and conditions hereof. Except as otherwise expressly
provided herein, no waiver of any such right hereunder shall be binding unless
reduced to writing and signed by the party to be charged therewith.
6.8. Invalidity of Provision. If any provisions of this Agreement as
applied to either party or to any circumstance shall be adjudged by a court of
competent jurisdiction to be void or unenforceable for any reason, the same
shall in no way affect (to the maximum extent permitted by applicable law) any
other provision of this Agreement, the application of any such provision under
circumstances different from those adjudicated by the court, or the validity or
enforceability of the Agreement as a whole.
6.9. Quit-Claim Deed. If for any reason, other than a breach by the
Sellers of their obligations hereunder, the Closing does not occur, the Buyer
shall execute, acknowledge, and deliver to the Sellers a quit-claim deed to the
Property or such other instrument as the Sellers may reasonably request for
purpose of eliminating any cloud on the title of the Property which might result
from this Agreement. The provisions of this Section 6.9 shall survive any
termination of this Agreement.
6.10. Assignment. The Buyer shall not have the right to assign or
transfer this Agreement or the rights or interests of the Buyer hereunder
without the prior written consent of the Sellers in each instance.
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6.11. No Recordation. The Buyer covenants and agrees that neither this
Agreement nor any memorandum or other notice of this Agreement shall be recorded
in the real property records of Salt Lake County, State of Utah, without the
prior written consent of the Sellers.
6.12. Attorneys' Fees. If any action is brought because of any breach
of or to enforce or interpret any of the provisions of this Agreement, the party
prevailing in such action shall be entitled to recover from the other party
reasonable attorneys' fees and court costs incurred in connection with such
action, the amount of which shall be fixed by the court and made a part of any
judgment rendered.
6.13. Exchange Transaction. The Buyer agrees to cooperate with the
Sellers in consummating this transaction as an exchange by the Sellers of
like-kind properties under Internal Revenue Code Section 1031 at no additional
expense or other adverse consequence to the Buyer and with no delay in the
Closing, such cooperation to include, without limitation, the Buyer's purchase
of the Property from a reputable intermediary of the Sellers' choice and
execution of such documents in. connection therewith as the Sellers may
reasonably request; provided, however, the Buyer shall not be required to accept
a conveyance of record title to the Sellers' exchange property. The Sellers may
assign the Sellers' rights and obligations under this Agreement, without the
Buyer's consent and at any time on or prior to the Closing, to the Sellers'
designated intermediary with written notice of assignment to the Buyer. The
designated intermediary may, but need not, act as the agent of the Sellers in
the performance of any of the Sellers' obligations under this Agreement. The
Buyer agrees to accept performance of the Sellers' obligations under this
Agreement from the designated intermediary and to render performance of the
Buyer's obligations under this Agreement to the designated intermediary if and
when requested to do so by the Sellers in writing. The Buyer further agrees that
any and all warranties, liabilities, and obligations made or undertaken by the
Buyer pursuant to the terms of this Agreement or in connection with the
transactions contemplated by this Agreement shall be fairly enforceable by the
Sellers, notwithstanding the Sellers' assignment of rights to a designated
intermediary. Likewise, the Sellers agree that any and all liabilities and
obligations of the Sellers to the Buyer under this Agreement shall not be
released or discharged by the Sellers' assignment of their rights hereunder to a
designated intermediary. The Buyer shall not be required to incur additional
costs and expenses under this Agreement in connection with the Buyer's
cooperation with such 1031 exchange.
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IN WITNESS WHEREOF, the Sellers and the Buyer have executed this
Agreement as of the day and year first above written.
SELLERS: BUYER:
AMERICAN ALLSAFE COMPANY, a
Delaware corporation,
____________________
G. Xxxxxxx Xxxxxxx
By_____________________________
____________________ Its____________________________
Xxxxxx X. Xxxxxxx
____________________
Xxxxx X. Xxxxxxx
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EXHIBIT A
DESCRIPTION OF PROPERTY
Real property located in Salt Lake County, State of Utah, more
particularly described as follows:
Beginning 924 feet South and 223.3 feet West from the Northeast corner
of the Xxxxxxxxx 0/0 Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 1 West, Salt
Lake Base and Meridian; West 436.7 feet; North 198 feet; East 436.7
feet; South 198 feet to
beginning.
