EXHIBIT 10.174
PURCHASE AND SALE CONTRACT
This Purchase and Sale Contract dated May 6, 1999, by and between
MERIDIAN LAMPS, INC., a Florida corporation ("Seller") and XXXXXXXX OF MERIDIAN,
LLC, a Mississippi limited liability company ("Purchaser") WITNESSETH:
Seller and Purchaser hereby covenant and agree as follows:
SECTION 1. SALE OF PREMISES AND ACCEPTABLE TITLE
Section 1.01. Seller shall sell to Purchaser, and Purchaser shall
purchase from Seller, at the price and upon the terms and conditions set forth
in this contract: (a) the parcel of land more particularly described in SCHEDULE
A attached hereto ("Land"); (b) all buildings and improvements situated on the
Land (collectively, "Building"); (c) all right, title and interest of Seller, if
any, in and to the land lying in the bed of any street or highway in front of or
adjoining the Land to the center line thereof and to any unpaid award for any
taking by condemnation or any damage to the Land by reason of a change of grade
of any street or highway; (d) the appurtenances and all the estate and rights of
Seller in and to the Land and Building; and (e) all right, title and interest of
Seller, if any, in and to the fixtures, equipment and other personal property
attached or appurtenant to the Building (collectively, "Premises" or the
"Property"). The Premises are located in the City of Meridian, Lauderdale
County, Mississippi.
Section 1.02. At the Closing, Seller shall convey and Purchaser shall
accept good and marketable fee simple title to the Premises, free and clear of
all mortgages, liens, encumbrances and other matters affecting title, except the
following matters (hereafter called the "Permitted Exceptions"): (i) zoning
ordinances affecting the Property; (ii) general utility easements of record;
(iii) subdivision restrictions of record; (iv) current city, state and county ad
valorem property taxes not yet due and payable; and (v) other easements,
restrictions, rights, encumbrances, and other matters of record affecting title
specified in this Contract, including oil, gas, and mineral rights, which
Purchaser shall either approve as provided in Section 3(c) of this contract or
in the event disapproved exercise the rights provided in Section 3(b) of this
contract.
SECTION 2. PURCHASE PRICE AND PAYMENT
Section 2.01. The purchase price shall be NINE HUNDRED FIFTY THOUSAND
DOLLARS ($950,000.00) which shall be payable as follows:
(a) FOUR THOUSAND SEVEN HUNDRED FIFTY DOLLARS ($4,750.00) (the
"Deposit") on the signing of this Contract, by Purchaser's check to the order of
Seller (subject to collection), the receipt of which is hereby acknowledged. The
Deposit will be held in escrow by the escrow agent designated pursuant to the
terms of Section 13 hereof;
(b) NINE HUNDRED FORTY-FIVE THOUSAND TWO HUNDRED FIFTY DOLLARS
($945,250.00) by Purchaser's good certified or official bank check to the order
of
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Seller, or by U.S. funds wired to an account designated by Seller, on the
delivery of the deed as hereinafter provided;
(c) The purchase price shall be subject to adjustment pursuant to
Section 4, hereof.
SECTION 3. TITLE EXAMINATION; OBJECTIONS TO TITLE
(a) Purchaser agrees, promptly after the date hereof, to cause title to
the premises to be examined by a reputable title insurance company authorized to
do business in the State of Mississippi and agrees that promptly after Purchaser
receives the title report of such company, it will furnish to Seller's attorneys
a copy thereof together with a specification in writing of any objection to
title set forth in such report that Purchaser believes it is not required to
take title subject to. Seller may, but shall not be required to, bring any
action or proceedings or take such other action as Seller may deem appropriate
to render title to the premises marketable. Seller may, if it so elects, adjourn
the closing for a period or periods not to exceed 60 days in the aggregate for
such purpose.
(b) If Seller shall be unable to convey a good and marketable title,
such that Purchaser's title insurance company will be willing to approve and
insure said title, or if Purchaser disapproves of said title pursuant to Section
1.02, then, except as hereinafter provided, Purchaser may terminate this
Contract by notice, in the manner hereinafter provided, delivered to the other
on or after the contract closing date or any adjourned closing date, in which
event the sole obligation of Seller shall be to refund to Purchaser the Deposit
with the interest earned thereon and pay to Purchaser the net cost actually
incurred by Purchaser for title examination without issuance of a policy, and,
upon the making of such refund, this Contract shall wholly cease and terminate
and neither party shall have any further claim against the other by reason of
this Contract, and the lien, if any, of the Purchaser against the premises shall
wholly cease, except that the provisions contained herein which provide that
they shall survive such termination will so survive.
(c) Notwithstanding anything to the contrary contained herein,
Purchaser may accept such title as Seller may be able to convey, without
reduction of the purchase price or any credit or allowance against the same and
without any other liability on the part of Seller and if Purchaser elects to do
so, Seller shall have no right to terminate this Contract as herein above
provided. The acceptance of a deed by Purchaser shall be deemed to be a full
performance and discharge of every agreement and obligation on the part of
Seller to be performed pursuant to the provisions of this Contract, except
those, if any, which are herein specifically stated to survive the delivery of
the deed.
(d) If a search of the title discloses judgments, bankruptcies or other
returns against other persons having names the same as or similar to that of
Seller, Seller will on request deliver to Purchaser an affidavit showing that
such judgments, bankruptcies or other returns are not against Seller.
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SECTION 4. APPORTIONMENTS
Section 4.01. The following items shall be apportioned between the
parties as of l1:59 P.M. on the day next preceding the Closing Date:
(a) Water and sewer charges in accordance with customary practice in
the City of Meridian or County of Lauderdale.
(b) Real estate taxes levied or imposed upon the Property on the basis
of the fiscal year for which assessed. If the Closing shall occur before a new
tax rate is fixed, the apportionment of taxes shall be on the basis of the old
tax rate for the preceding period applied to the latest assessed valuation.
(c) Electricity and gas, based on readings thereof obtained by Seller.
(d) Fuel on hand if any, based on Seller's cost therefor.
Section 4.02. All apportionments shall be made in accordance with
customary practice in the City of Meridian or County of Lauderdale, except as
expressly provided herein. The parties agree to cause their accountants to
prepare a schedule of tentative adjustments prior to the Closing Date. Such
adjustments, if and to the extent known and agreed upon as of the Closing Date,
shall be paid by Purchaser to Seller by good certified or official bank check,
or allowed to Purchaser as a credit against the cash portion of the purchase
price, as the case may be. Any such adjustments not determined or not agreed
upon as of the Closing Date shall be paid by Purchaser to Seller, or by Seller
to Purchaser, as the case may be, as soon as practicable following the Closing
Date. The provisions of this Section 4 shall survive the Closing.
Section 4.03. If at the time of Closing the Property is affected by an
assessment which is or may become payable in annual installments, and the first
installment is then a lien, or has been paid, then for the purposes of this
Contract all the unpaid installments shall be considered due and are to be paid
by Seller at Closing.
SECTION 5. THE CLOSING
The closing of the transaction contemplated herein (the "Closing")
shall be held on or before May 15, 1999, at 10:00 A.M., at the offices of
Xxxxxxxxx & Xxxxx, 505 Constitutional Avenue, Meridian, Mississippi, or, at
Purchaser's option, on notice to Seller given at least ten days prior to the
Closing date, at the office of Purchaser's lending institution within the State
of Mississippi. The date on which title shall close hereunder is sometimes
referred to herein as the "Closing Date."
SECTION 6. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Purchaser as follows:
Section 6.01. Seller is the sole owner of the Premises.
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Section 6.02. If the Premises are encumbered by an Existing
Mortgage(s), no written notice has been received from the Mortgagee(s) asserting
that a default or breach exists thereunder which remains uncured and no such
notice shall have been received and remain uncured on the Closing Date. If
copies of documents constituting the Existing Mortgage(s) and note(s) secured
thereby have been exhibited to and initialed by Purchaser or its representative,
such copies are true copies of the originals, and the Existing Mortgage(s) and
note(s) secured thereby have not been modified or amended except as shown in
such documents.
Section 6.03. To the best of Seller's knowledge. the Property is in
compliance in all respects with all applicable federal, state and local laws and
regulations, including, without limitation, those relating to "Hazardous
Materials", as defined herein, and other environmental matters (the
"Environmental Laws") and neither the federal government nor the State of
Mississippi Department of Environmental Quality or any other governmental or
quasi governmental entity has filed a lien on the Property, nor are there any
governmental, judicial or administrative actions with respect to environmental
matters pending, or threatened, which involve the Property. Neither Seller nor
any other party has used, generated, released, discharged, stored, or disposed
of any Hazardous Materials as defined herein, in connection with the Property or
transported any Hazardous Materials to or from the Property except as disclosed
to Purchaser in Phase I report prepared by Engineering Plus dated March 4, 1999.
For the purposes of this subsection, the Property shall include any real
property included in the property description stated in SCHEDULE A herein. The
term "Hazardous Materials" shall mean any substance, material or waste which is
regulated by any governmental authority, including, but not limited to, (i)
petroleum; (ii) friable or nonfriable asbestos; (iii) polychlorinated biphenyls;
(iv) those substances, materials or wastes designated as a "hazardous substance"
pursuant to Section 311 of the Clean Water Act or listed pursuant to Section 307
of the Clean Water Act or any amendments or replacements to these statutes; (v)
those substances, materials or wastes defined as a "hazardous waste" pursuant to
Section lO04 of the Resource Conservation and Recovery Act or any amendments or
replacements to that statute; (vi) those substances, materials or wastes defined
as a "hazardous substance" pursuant to Section l01 of the Comprehensive
Environmental Response, Compensation and Liability Act, or any amendments or
replacements to that statute or any other similar statute, rule, regulation or
ordinance now or hereafter in effect; or (vii) any "hazardous waste", "hazardous
material", "hazardous substance" or "chemical substance or mixture" or similarly
regulated substances or materials as such phrases are defined in or regulated
pursuant to any applicable state or local law, regulation or ordinance governing
the generation, storage, discharge, transportation or disposal of the same;
Section 6.04. To the best of Seller's knowledge, al] applicable laws
and regulations (including and without limitation, all zoning and building laws
and regulations relating to the Property by virtue of any federal, state or
municipal authority with jurisdiction over the Property, and the American with
Disabilities Act, 42 U.S.C. Section 12101 ET SEQ., and all regulations
promulgated thereunder) have been observed and complied with in all material
respects; and a11 rights, licenses, permits, and certificates of occupancy
(including but not limited to zoning variances, special exceptions for
nonconforming uses, and final inspection approvals), whether temporary or
permanent which are material to the use and occupancy of the Property, have been
obtained, preserved and, where necessary, renewed;
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Section 6.05. Seller's right to convey the Property and perform its
obligations under this agreement and these actions do not and shall not conflict
with the provisions of any statute, regulation, ordinance, rule of law, contract
or other agreement which may be binding on Seller.
Section 6.06. Seller has no notice or knowledge of any action or
proceeding that is pending or threatened, which might materially affect the
Property;
Section 6.07. Seller has not violated any statute, regulation,
ordinance, rule of law, contract or other agreement which might materially
affect the Property (including, but not limited to, those governing Hazardous
Materials) or Purchaser's rights or interest in the Property pursuant to this
Agreement.
Section 6.08. The assessed valuation and real estate taxes set forth in
SCHEDULE C, if any, are the assessed valuation of the Premises and the taxes
paid or payable with respect thereto for the fiscal year indicated in such
schedule. Except as otherwise set forth in SCHEDULE C, there are no tax
abatements or exemptions affecting the Premises.
SECTION 7. COVENANTS OF SELLER
Seller covenants that between the date of this contract and the
Closing:
Section 7.01. No fixtures, equipment or personal property included in
this sale shall be removed from the Premises unless the same are replaced with
similar items of at least equal quality prior to the Closing.
Section 7.02. Seller shall not withdraw, settle or otherwise compromise
any protest or reduction proceeding affecting real estate taxes assessed against
the Premises for any fiscal period in which the Closing is to occur or any
subsequent fiscal period without the prior written consent of Purchaser, which
consent shall not be unreasonably withheld. Real estate tax refunds and credits
received after the Closing Date which are attributable to the fiscal tax year
during which the Closing Date Occurs shall be apportioned between Seller and
Purchaser, after deducting the expenses of collection thereof, which obligation
shall survive the Closing.
Section 7.03. Seller shall allow Purchaser or Purchaser's
representatives access to the Premises, the Leases and other documents required
to be delivered under this contract upon reasonable prior notice at reasonable
times.
Section 7.04. Seller further covenants that on the Closing Date, all
Representations and Warranties of the Seller under Section 6 above are true and
correct.
SECTION 8. RISK OF LOSS
Until transfer of title to Purchaser, the risk of loss or damage to the
Premises by fire or otherwise is assumed by the Seller.
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SECTION 9. CONDITIONS OF SALE; ACKNOWLEDGEMENT OF PURCHASER
Section 9.01. The performance of this Agreement shall be conditioned
upon, (1) the contemporaneous execution of a binding Lease-Purchase Agreement
between the Purchaser and the Lauderdale County Economic Development District,
whereby all property owned by said District that is contiguous to the Property
described herein is to be leased for a 45 months term and then conveyed by
General Warranty Deed to Purchaser, and (2) the satisfactory completion of an
environmental survey certifying that there are no hazardous wastes or materials
upon or within the Property prior to the closing.
Section 9.02. Purchaser acknowledges that Purchaser has inspected the
Premises, is fully familiar with the physical condition and state of repair
thereof, and, subject to the provisions of this Section and Sections 6, 7 and 8,
shall accept the Premises "as is" and in their present condition, subject to
reasonable use, wear, tear and natural deterioration between now and the Closing
Date, without any reduction in the Purchase Price for any change in such
condition by reason thereof subsequent to the date of this contract.
SECTION 10. SELLER'S CLOSING OBLIGATIONS
At the Closing, Seller shall deliver the following to Purchaser:
Section 10.01. A warranty deed in the form described in SCHEDULE B.
properly executed in proper form for recording so as to convey the title
required by this contract.
Section 10.02. Written terminations, acknowledged by tenants, of all
leases of any portions of the Property; (discharges of existing mortgages and
liens).
Section 10.03. (Reserved - Tax Clearance Letters)
Section 10.04. To the extent they are then in Seller's possession and
not posted at the Premises, certificates, licenses, permits, authorizations and
approvals issued for or with respect to the Premises by governmental and
quasi-governmental authorities having jurisdiction.
Section 10.05. Such affidavits as Purchaser's title company shall
reasonably require in order to omit from its title insurance policy all
exceptions for judgments, bankruptcies or other returns against persons or
entities whose names are the same as or similar to Seller's name.
Section 10.06. Checks to the order of the appropriate officers in
payment of all applicable real property transfer taxes and copies of any
required tax returns therefor executed by Seller, which checks shall be
certified or official bank checks if required by the taxing authority, unless
Seller elects to have Purchaser pay any of such taxes and credit Purchaser with
the amount thereof
Section 10.07. A resolution of Seller's board of directors authorizing
the sale and delivery of the deed and a certificate executed by the secretary or
assistant secretary of Seller certifying as to the adoption of such resolution
and setting forth facts showing that the transfer complies with the
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requirements of law. The deed referred to in Section 10.01 shall also contain a
recital sufficient to establish compliance with law.
Section 10.08. Possession of the Premises in the condition required by
this contract, and keys therefor.
Section 10.09. Any other documents required by this contract to be
delivered by Seller.
SECTION 11. PURCHASER'S CLOSING OBLIGATIONS
At the Closing, Purchaser shall:
Section 11.01. Deliver to Seller checks in payment of the portion of
the Purchase Price payable at the Closing, as adjusted for apportionments under
Section 4, plus the amount of escrow deposits, if any, assigned pursuant to
Section 2.01.
Section 11.02. Cause the deed to be recorded, duly complete all
required real property transfer tax returns and cause all such returns and
checks in payment of such taxes to be delivered to the appropriate officers
promptly after the Closing.
Section 11.03. Deliver any other documents required by this contract to
be delivered by Purchaser.
SECTION 12. (RESERVED)
SECTION 13. ESCROW AGENT
(a) If the sum paid under Section 2.01 or any other sums paid on
account of the Purchase Price prior to the Closing (collectively, "Downpayment")
are paid by check or checks drawn to the order of and delivered to the escrow
agent designated in SCHEDULE C ("Escrow Agent"), the Escrow Agent shall hold the
proceeds thereof in escrow in a special bank account (or as otherwise agreed in
writing by Seller, Purchaser and Escrow Agent) until the Closing or sooner
termination of this contract and shall pay over or apply such proceeds in
accordance with the terms of this section. Escrow Agent need not hold such
proceeds in an interest-bearing account, but if any interest is earned thereon,
such interest shall be paid to the same party entitled to the escrowed proceeds,
and the party receiving such interest shall pay any income taxes thereon. The
tax identification numbers of the parties are either set forth in SCHEDULE C or
shall be furnished to Escrow Agent upon request. At the Closing, such proceeds
and the interest thereon, if any, shall be paid by Escrow Agent to Seller. If
for any reason the Closing does not occur and either party makes a written
demand upon Escrow Agent for payment of such amount, Escrow Agent shall give
written notice to the other party of such demand. If Escrow Agent does not
receive a written objection from the other party to the proposed payment within
10 business days after the giving of such notice, Escrow Agent is hereby
authorized too make such payment. If Escrow Agent does receive such written
objection within such 10 day period or if for any other reason Escrow Agent in
good faith shall elect not to make such payment, Escrow Agent shall continue to
hold such amount until otherwise directed by written instructions from the
parties to
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this contract or a final judgment of a court. However, Escrow Agent shall have
the right at any time to deposit the escrowed proceeds and interest thereon, if
any, with the clerk of the appropriate court of the country in which the Land is
located. Escrow Agent shall give written notice of such deposit to Seller and
Purchaser. Upon such deposit Escrow Agent shall be relieved and discharged of
all further obligations and responsibilities hereunder.
(b) The parties acknowledge that Escrow Agent is acting solely as a
stakeholder at their request and for their convenience, that Escrow Agent shall
not be deemed to be the agent of either of the parties, and that Escrow Agent
shall not be liable to either of the parties for any act or omission on its part
unless taken or suffered in bad faith, in willful disregard of this contract or
involving gross negligence. Seller and Purchaser shall jointly and severally
indemnify and hold Escrow Agent harmless from and against all costs, claims and
expenses, including reasonable attorneys' fees, incurred in connection with the
performance of Escrow Agent's duties hereunder, except with respect to actions
or omissions taken or suffered by Escrow Agent in bad faith, in willful
disregard of this contract or involving gross negligence on the part of Escrow
Agent.
(c) Escrow Agent has acknowledged agreement to these provisions by
signing in the place indicated on the signature page of this contract.
SECTION 14. NO BROKERS
The parties acknowledge that this contract was brought about by direct
negotiation between Seller and Purchaser and that neither Seller nor Purchaser
knows of any broker entitled to a commission in connection with this
transaction. Seller and Purchaser shall indemnify and defend each other against
any costs, claims or expenses, including attorneys' fees, arising out of the
breach on their respective parts of any representations, warranties or
agreements contained in this paragraph. The representations and obligations
under this paragraph shall survive the Closing or, if the Closing does not
occur, the termination of this contract.
SECTION 15. NOTICES
Section 15.01. All notices under this contract shall be in writing and
shall be delivered personally or shall be sent by prepaid registered or
certified mail, addressed as set forth below, or as Seller or Purchaser shall
otherwise have given notice as herein provided:
(a) If to Seller:
Meridian Lamps, Inc.
00000 Xxxxxxxxx 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Attn: Xxxxxx Xxxxx, Vice President and Corporate Counsel
With copies to:
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Xxxx Xxxxxxx, Esq.
Butler, Snow, O'Mara, Xxxxxxx & Xxxxxxx, PLLC
Deposit Xxxxxxxx Xxxxx (00xx Xxxxx)
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
(b) If to Purchaser:
Xxxxxx X. Xxxxxxxx
c/o Saunders Manufacturing Co., Inc.
Xxxxxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxxxx 00000
With copies to:
Xxxxxxxx of Meridian, LLC
Attn: Xxxxxx X. Xxxxx, Esq., Registered Agent
000 Xxxxxxxxxxxx Xxxxxx
Xxx 0000
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
and
Xxxxxx X. Xxxxxx, Esq.
Xxxxxx & Xxxx, P.A.
000 Xxxxx Xxxxxx
Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
SECTION 16. LIMITATIONS ON SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS
AND OTHER OBLIGATIONS.
Section 16.01. Except as otherwise provided in this contract, no
representations, warranties, covenants or other obligations of Seller set forth
in this contract shall survive the Closing, and no action based thereon shall be
commenced after the Closing. The representations warranties, covenants and other
obligations of Seller set forth in Sections 6 and 7 shall survive the Closing.
Section 16.02. The delivery of the warranty deed by Seller, and the
acceptance thereof by Purchaser, shall be deemed the full performance and
discharge of every obligation on the part of Seller to be performed hereunder,
except those obligations of Seller which are expressly stated in this contract
to survive the Closing.
SECTION 17. MISCELLANEOUS PROVISIONS
Section 17.01. (Reserved)
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Section 17.02. This contract embodies and constitutes the entire
understanding between the parties with respect to the transaction contemplated
herein, and all prior agreements, understandings, representations and
statements, oral or written, are merged into this contract. Nether this contract
nor any provision hereof may be waived, modified, amended, discharged or
terminated except by an instrument signed by the party against whom the
enforcement of such waiver, modification, amendement, discharge or termination
is sought, and then only to the extent set forth in such instrument.
Section 17.03. This contract shall be governed by, and construed in
accordance with, the law of the State of Mississippi.
Section 17.04. The captions in this contract are inserted for
convenience of reference only and in no way define, describe or limit the scope
or intent of this contract or any of the provisions hereof.
Section 17.05. This contract shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.
Section 17.06. This contract shall not be binding or effective until
properly executed and delivered by Seller and Purchaser.
Section 17.07. As used in this contract, the masculine shall include
the feminine and neuter, the singular shall include the plural and the plural
shall include the singular, as the context may require.
Section 17.08. If the provisions of any schedule or rider to this
contract are inconsistent with the provisions of this contract, the provisions
of such schedule or rider shall prevail. Set forth in SCHEDULE C is a list of
any and all schedules and riders which are attached hereto.
IN WITNESS WHEREOF, the parties hereto have executed this contract as
of the date first above written.
MERIDIAN LAMPS, INC.
/s/ XXXXXX X. XXXXX By: /s/ ILLEGIBLE
---------------------------- ------------------------------
Its: President
XXXXXXXX OF MERIDIAN, LLC
/s/ XXX XXXXX /s/ XXXXXX X. XXXXXXXX
---------------------------- ---------------------------------
Xxxxxx X. Xxxxxxxx, Member
/s/ XXX XXXXX /s/ XXXX XXXXXXXX
---------------------------- ---------------------------------
Xxxx Xxxxxxxx, Member
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RECEIPT BY ESCROW AGENT
The undersigned Escrow Agent hereby acknowledges receipt of $________________ ,
by check subject to collection, to be held in escrow pursuant to Section 13.
By: _________________________________________
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SCHEDULE A
PARCEL OF
MERIDIAN LAMPS, INC.
Commence at the Northwest corner of SE 1/4 of the SE 1/4 of Section 15, T6N,
R15E, Meridian, Lauderdale County, Mississippi; thence run NO degrees 16'W
330.0' along the West line of Evergreen City Subdivision according to map
thereof recorded in Map Book 3 at Page 8 of the Lauderdale County Chancery
Clerk's records to the Northwest corner of said subdivision; then N89 degrees
49'30" E 502.65' along the North line of Evergreen City Subdivision to the point
of beginning of the here described parcel; thence from said point of beginning
run N89 degrees 49'30" E 279.35' along the North line of Evergreen City
Subdivision; then S40 degrees 23'14" E 257.34' along the Northeasterly line of
said subdivision; thence S0 degrees 19'09" E 978.98' along the East line of said
subdivision to a point on the North right of way line of Xxx X. X. Xxxxxxx Xx.
00; thence S67 degrees 01'34" W 339.62' along said North right of way line;
thence N0 degrees 25'45" W 196.15'; thence S89 degrees 26'10" W 18.63'; thence
N0 degrees 26'36" W 257.04'; then N11 degrees 36'E 215.22'; thence N0 degrees
49'18" W 95.59'; thence S89 degrees 21'34" W 154.15'; thence N0 degrees 28'26" W
549.02' to the point of beginning; said parcel contains 10.25 acres, more or
less, less and except 0.34 acres of public road right of way, leaving an actual
parcel acreage of 9.91 acres, more or less, being a part of the E 1/2 of
Evergreen City Subdivision and furthermore being a part of the E 1/2 of the SE
1/4 of Section 15, T6N, RI5E, Meridian, Lauderdale County, Mississippi; and
being the same property conveyed to grantor by warranty deed from the Lauderdale
County Economic Development District, dated November 7, 1994, filed for record
December 16, 1994, and recorded in Book 1363 at page 528 among the land records
in the office of the Chancery Clerk of Lauderdale County, Mississippi;
AND ALSO all right, title and interest of grantor in and to that certain party
wall covered by party wall agreement between the Lauderdale County Economic
Development District and Meridian Lamps, Inc., dated November 7, 1994, filed for
record December 16, 1994, and recorded in Book 1363 at page 530 among the land
records in the office of the Chancery Clerk of Lauderdale County, Mississippi;
together with all right, title and interest of grantor in and to said party wall
agreement.
