Exhibit 10.9
PURCHASE AGREEMENT
Xxxxx Xxxxxxx and Xxxxxxx Xxxxxx collectively known as purchasers
("Purchaser") and The Agemark Corporation ("Seller") enter into this Purchase
Agreement ("Agreement") for the Seller to transfer to the Purchaser its entire
Limited Liability Company (LLC) interest("Interests") in a property commonly
known as The Kensington Algonquin, which is located at Xxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxx, XX 00000 ("Property") on the terms and conditions contained in this
Agreement. The Interests in the Property and property itself are being sold in
"as is" condition; Seller makes no representations or warrantees of any kind
regarding the condition or suitability of the property for Purchaser's use. This
sale includes all interests in the LLC, which owns the Property. The sale also
includes any and all interests in the underlying real estate including all
improvements, structures, fixtures, van and/or equipment leases, transferable
licenses of any kind, inventories of food and supplies on hand at the Closing,
and all personal property and other assets of any kind owned by Seller used in
connection with the operation of the Property.
1. Consideration. The Purchaser shall pay the Seller for the
Property the sum of Three Million Three Hundred Thousand ($3,300,000) less
credits and offsets by check at the Closing.
2 Closing. The Closing of the sale shall take place at a time and
location agreed upon by the parties.
3. Possession. The Purchaser shall receive possession of the
premises as soon as the Closing is completed.
4. Survey. The Purchaser shall have the opportunity to complete a
boundary and improvements survey in order to satisfy itself as to any and all
issues pertaining to the underlying Property boundaries, easements, and
improvements thereon. The Purchaser shall pay for the survey.
5. Environmental Inspection. Purchaser, at its sole cost and
expense, shall have the right to perform environmental inspections to satisfy
itself as to the condition of the underlying Property. Such inspections must be
completed within thirty (30) days of the Auction Sale date. Upon the completion
of such environmental inspections, the property shall be restored to its exact
condition, as it existed prior to such inspections. Prior to the thirty (30) day
cut off period, the Purchaser shall notify the Seller of its decision on the
acceptability of the environmental condition of the underlying Property. The
failure to provide such notice shall conclusively presume that the underlying
Property was acceptable and this condition has been waived.
6. Purchase in "As Is" Condition. The Purchaser of the underlying
Property including all buildings and improvements thereon agrees to take the
Property in "as is" condition except for a credit in escrow of $200,000 for
elevator and kitchen renovations
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and deferred maintenance. Seller makes no representations as to the condition of
the underlying Property or the suitability of the underlying Property for the
Purchaser's use.
7. Confidentiality & Non-Disclosure. Because of the potential
adverse consequences (loss of marketing and leasing credibility) to the business
relating to disclosure of a potential sale or change of management, the parties
hereto agree to maintain strict confidentiality and non-disclosure of any
matters addressed in this Agreement or in relation to the sale of this Property.
Public disclosure of the transaction shall not occur until after the Closing.
8. Property Taxes, Rents & Resident Deposits. The Seller shall pay
any real and personal property taxes that are due and payable by the date of the
Closing, with proration. The Purchaser shall pay all real and personal property
taxes that are due after the date of the Closing. The Seller shall pay all
assessments that are levied against the premises on or before the date of the
Closing, whether due in installments or otherwise, at or before the Closing,
without proration. At the close of escrow Seller will credit Purchaser with an
amount equal to all the Security deposits being held by Seller for the benefit
of the residents of the underlying Property.
9. Title Insurance. At the Seller's expense, the Seller shall
furnish the Purchaser with an owner's policy of title insurance in the standard
American Land Title Association form, certified to the date of the Closing, in
the amount of the Purchase Price. Within fifteen (15) days after the effective
date of this Agreement, the Seller shall provide the Purchaser with a commitment
for the title insurance that shows that the Seller has good and marketable
title. The Purchaser may raise any objections to the exceptions or encumbrances
shown on the commitment within fifteen (15) days after the Purchaser receives
the commitment by giving written notice to the Seller. If the Purchaser raises a
title objection, the Purchaser shall not be required to close this transaction
unless the Seller cures the objection or the Purchaser waives its objection. The
Seller shall be required to cure the objection, if it is feasible to do so. The
Seller shall take all reasonable action to remove the exception or the
encumbrance from the chain of title, in order to remove it from the commitment
and the policy. The title insurance policy shall include a tax lien search
certified to the date of the Closing that shows no tax liens against the
premises. 10. Warranties by the Seller. The Seller warrants to the Purchaser and
shall certify to the Purchaser at the Closing as follows:
a) The Seller has full authority to enter into and perform
this Agreement in accordance with its conditions,
without breaching or defaulting on any obligation or
commitment that the Seller has to any third parties.
b) Except as disclosed in this Agreement, the Seller is not
a party to any Agreement or otherwise bound under any
obligation
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with any other party who has the right to purchase the
premises.
c) Except as otherwise stated in this Agreement, the
Seller's interest in the premises will be transferred to
the Purchaser at the Closing, so long as Purchaser's
price is the highest price resulting from the Auction
Sale.
d) There are no suits, actions, or proceedings pending or,
to the best of the Seller's knowledge, threatened by any
party, including governmental authorities or agencies,
against or involving the underlying premises or to which
the Seller is or may become a party in connection with
the underlying premises.
e) The Seller has no notice or knowledge of
1) Any planned or commenced public improvements that
might result in special assessments or otherwise
directly and materially affect the underlying
premises;
2) Any government agency or court order requiring
repairs, alterations, or corrections of any existing
conditions.
11. Warranties by Purchaser. The Purchaser warrants to the Seller
and shall certify to the Seller at the Closing that the individual signing on
behalf of the Purchaser has full authority to enter into and perform this
Agreement in accordance with its conditions, without breaching or defaulting on
any obligation relevant to this Agreement.
12. Survival of Warranties. The warranties of the parties to this
Agreement shall survive the Closing.
13. Conditions precedent for Performance by Purchaser. The
obligation of Purchaser to consummate the sale contemplated by this Agreement is
subject to the fulfillment or waiver of the following conditions before Closing.
Any waiver of such conditions must be in writing and signed by the Purchaser.
a) Each of the Seller's warranties shall be true as though
made again on the Closing date and no warranty shall be
breached before the Closing.
b) The Seller shall perform and comply with all its
obligations under this Agreement by the Closing.
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c) There shall be no material adverse change in the
condition of the underlying Property and no encumbrance
on the title to the underlying Property except as are
otherwise acceptable to the Purchaser.
14. Conditions Precedent to Performance by Seller. The obligation of
the Seller to consummate the sale contemplated by this Agreement shall be
subject to the fulfillment of the following conditions before the Closing. The
Seller may waive these conditions in writing.
a) Each of the Purchaser's warranties shall be true as
though made again on the Closing date, and no warranty
shall be breached before the Closing; and
b) The Purchaser shall perform and comply with all its
obligations under this Agreement by the Closing.
15. Termination. If either the Purchaser or the Seller is not
obligated to complete this Agreement because a condition precedent is not met,
that party may terminate this Agreement by notifying the other party of the
intention to terminate this Agreement and the reason. The Purchaser or the
Seller may waive any obligations of the other party without prejudicing the
right to subsequently assert other conditions or to make a claim against the
other party for the breach of a condition or warranty.
16. Amendments. This Agreement may be amended only by a written
document signed by each of the parties to this Agreement.
17. Successors and Assigns. This Agreement shall bind and benefit
the parties and their successors and assigns.
18. Notices. Any notices required by this Agreement shall be served
personally or by registered mail, certified receipt requested, to the party for
whom it is intended at the address listed at the beginning of this Agreement.
19. Effective Date. This Agreement shall be effective when all the
parties listed below have signed this Agreement.
20. Additional Conditions.
a) This Sale is subject to Purchaser being the highest
Bidder at the Auction Sale.
b) This Sale is subject to all the terms and conditions of
the companion document entitled Auction Sale, Notice of
Sale, Call for Bids and Notice of Auction.
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PURCHASER: ___________________________Date______________
(Signature)
Print Name_____________________________
Address________________________________
________________________________
PURCHASER: ___________________________Date______________
(Signature)
Print Name_____________________________
Address________________________________
________________________________
SELLER: ________________________________Date______________
(Signature)
Print Name_____________________________
Address________________________________
________________________________
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