VINEYARD PURCHASE AGREEMENT
-----------------------------
THIS AGREEMENT dated as of the 26th day of April, 2001.
BETWEEN:
RMA ENTERPRISES LTD., of 000 Xxxxxxxx Xxxxx, Xxxxx Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter called the "Vendor")
AND:
WINESHARES INTERNATIONAL INC., of 15 - 000 Xxxxx Xxxxx Xxxxx,
XX Xxx 000, Xxxxxxxxxx, XX X0X 0X0
(hereinafter called the "Purchaser")
WHEREAS:
A. The Vendor is the holder, in fee simple, of the real estate and
property described in Schedule "A hereto and known as the Eagle Bluff Vineyards
(the "Eagle Bluff Vineyards" or the "Property");
B. The Purchaser is desirous of purchasing the Eagle Bluff Vineyards
for the purposes of operating an estate winery.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the mutual covenants and agreements hereinafter contained, the parties hereto
agree as follows:
1. PURCHASE AND SALE
-------------------
1.1 At and for the consideration set out in paragraph 2 hereof, the
Purchaser agrees to purchase and the Vendor agrees to sell, as a going concern,
the Eagle Bluff Vineyard including the land (as more particularly described in
Schedule "A" hereto), the buildings thereon, the crops thereon, any chattels
used in connection with the operation of the Property as a vineyard (including
chattels set out in Schedule "B") and the benefit of the Grape Grower's Contract
(a copy of which is attached as Schedule "C").
- 2 -
2. CONSIDERATION
-------------
2.1 The consideration for the purchase shall be $650,000 payable as
follows:
(a) $10,000 by the issue, from the Purchaser to the Vendor, on execution of
this Agreement, of a promissory note payable without interest on the earlier of
the date which is one year from the date of this Agreement or the date the
Purchaser elects to register this Agreement in the Land Titles Office;
(b) the principal portion of the payments by the Purchaser to the Mortgagee
of the Vendor pursuant to paragraph 6.2, in reduction of the Vendor's mortgages
(the "Mortgages") described in Schedule "D" hereto; and
(c) The balance by certified cheque at Closing.
2.2 (a) as additional consideration for the Vendor entering into
this Agreement the Purchaser agrees to issue to the Vendor forthwith on
execution of this agreement 150,000 shares of the Purchaser's common stock (the
"Shares").
(b) the Vendor acknowledges that all shares of the Purchaser's
common stock issued by the Purchaser pursuant to this Agreement (the "Shares")
will be governed by the following:
(i) the Shares will be issued as "restricted shares", as
contemplated by the United States Securities Act of 1933 (the "1933 Act"). The
Vendor acknowledges and agrees that the Shares have not been registered
under the 1933 Act and, therefore, the Shares may not be resold, transferred or
hypothecated without the registration of the Shares, or an opinion of
counsel satisfactory to the Purchaser to the effect that such registration
is not necessary;
(ii) the certificates representing the Shares will be
endorsed with the following legend:
2
- 3 -
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE
ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.
(d) the Shares will be issued to the Vendor based on the representations and
warranties of the Vendor that:
(i) The Vendor has not offered or sold the Shares within the
meaning of the 1933 Act;
(ii) The Vendor is not a "U.S. Person" as defined by
Regulation S of the 1933 Act and is not acquiring the Shares for the account
or benefit of a U.S. Person.
(iii) The Vendor is acquiring the Shares for its own account for
investment, with no present intention of dividing any interest with others or
of reselling or otherwise disposing of all or any portion of the same;
(iv) The Vendor does not intend any sale of the Shares either
currently or after the passage of a fixed or determinable period of
time or upon the occurrence or non-occurrence of any predetermined event
or circumstance;
(v) The Vendor has no present or contemplated agreement,
undertaking, arrangement, obligation, indebtedness or commitment providing
for or which is likely to compel a disposition of the Shares;
(vi) The Vendor is aware of any circumstances presently in
existence which are likely in the future to prompt a disposition of
the Shares;
3
- 4 -
(vii) The Shares were offered to the Vendor in direct
communication between the Vendor and the Purchaser and not through any
advertisement of any kind;
(viii) The Vendor has the financial means to bear the economic
risk of an investment in the Shares;
(ix) The Vendor is a company, all the shares of which are
beneficially owned by persons who are close personal friends, relatives or
business associates of Xxxxx Xxxxx, a director of the Purchaser.
2.4 Allocation of Purchase Price
The parties agree that the Purchase Price shall be allocated as follows:
(a) the Lands $440,000
(b) the Buildings $140,000
(c) the Crops $ 49,990
(d) the Chattels $ 20,000
(e) Assignment of the Grape Grower's Contract $ 10
3. VENDOR'S REPRESENTATIONS AND WARRANTIES
------------------------------------------
The Vendor represents and warrants to the Purchaser, with the intent that the
Purchaser shall rely on them in entering into this Agreement and in concluding
the purchase and sale contemplated in this Agreement, that as of the date of the
Agreement (unless otherwise specified) and the Closing Date (unless this
Agreement is earlier terminated):
3.1 Status of the Vendor
(a) the Vendor is a corporation duly incorporated and existing under the
laws of British Columbia, has the power and authority to enter into this
Agreement and to carry out the transactions contemplated by this Agreement, all
of which have been duly and validly authorized by all requisite proceedings and
that this Agreement constitutes a legal, valid, and binding obligation of the
Vendor in accordance with its terms;
4
- 5 -
(b) the Vendor is the registered and beneficial owner of the Purchased
Property;
(c) on the Closing Date the Vendor will not have any indebtedness to any
person, business, company, or governmental authority which by operation of law
or otherwise then constitutes a lien, charge or encumbrance on the Property or
which could affect the right of the Purchaser to own, occupy, and obtain revenue
from the Property;
(d) there is no claim or litigation pending or, to the knowledge of the
Vendor, threatened with respect to the Vendor, the Property, or the occupancy or
use of the Property by the Vendor which could affect the right of the Purchaser
to own, occupy, and obtain revenue from the Property or the ability of the
Vendor to perform its obligations under this Agreement;
(e) neither the execution of this Agreement nor its performance by the
Vendor will result in a breach by the Vendor of any term or provision or
constitute a default under any indenture, mortgage, deed of trust, or any other
agreement to which it is bound; and
(f) the Vendor is resident in Canada within the meaning of the Income Tax
Act (Canada).
3.2 Title to the Property
(a) on the Closing Date, the Vendor shall have good and marketable title to
the Purchased Property free and clear of all liens, charges, and encumbrances;
(b) no lien under the Builders Lien Act exists or is claimed with respect to
the Property nor any part of the Property.
3.3 The Buildings
(a) neither the Buildings nor their use violates any zoning or other bylaw,
law, ordinance, or regulation applicable to it and the Vendor has not received
any notice of any impending or intended rezoning of the Property;
(b) there are no work orders or inspector's orders or notices threatening
the work orders or inspector's orders that are outstanding from any governmental
authority requiring repairs, alterations, modifications or demolition of the
Buildings or any part of the Buildings;
5
- 6 -
(c) the Buildings are wholly within the boundaries of the Lands and the
location and existence of the Buildings do not infringe the provisions of any
easement, right of way, or encumbrance registered against or otherwise affecting
the Property and there are no improvements on any adjoining lands, whether
public or private, that encroach on the Lands;
(d) the Buildings, including without limitation all heating, ventilation,
plumbing, drainage, air conditioning, and electrical systems:
(i) has been constructed and maintained in a good and workmanlike
manner, in accordance with all bylaws, codes and
regulations applicable on the Closing Date, and is
structurally sound;
(ii) is fully operational and without material defect,
reasonable wear and tear excepted; and
(iii) is suitable for the purposes for which it was designed;
(e) there is not now and has never been any urea formaldehyde insulation or
asbestos in the Buildings or any hazardous or toxic wastes in the Buildings or
the Lands.
3.4 The Crops
(a) approximately eight acres of the Property are currently planted and
productive of Chardonnay and Riesling grapes;
(b) a further 1.75 acres of the Property are planted with vines to produce
Merlot and Pinot Gris grapes and are expected to be productive of grapes in
three years or less; and
(c) current grape production is not less than 6.5 tons per acre under
planting
3.5 The Grape Grower's Contract
The Grape Grower's Contract will, on the Closing Date:
(a) be in good standing; and
(b) be assignable by the Vendor to the Purchaser.
6
- 7 -
3.6 the Chattels will, on the Closing Date:
(a) be free and clear of all claims, liens, charges, and encumbrances;
(b) be assignable by the Vendor to the Purchaser;
(c) have been maintained in a manner which a prudent owner of such
property would adopt, subject to normal wear and tear;
(d) be fully operational in all material respects and free of all material
defects, normal wear and tear excepted; and
(e) be sufficient to carry on the Business in its ordinary course;
3.7 Property Taxes
(a) there are no local improvement charges or special levies against the
Property nor has the Vendor received any notice of any such proposed local
improvement charges or special levies; and
(b) all municipal taxes, rates, levies, and assessments with respect to the
Property are paid in full and there is no pending appeal or other proceedings in
existence with respect to any such taxes, rates, levies, and assessment.
3.8 General
(a) the Vendor possesses all necessary licences and permits to operate the
Property and all terms and conditions of the licences and permits have been duly
complied with and all licences and permits are in good standing;
(b) neither the Property, nor any part of the Property, has been
expropriated or condemned, nor has the Vendor received any notice of any
proposed expropriation or condemnation;
(c) all records and financial statements relating to the operation of the
Purchased Property which have been or are to be disclosed to the Purchaser have
been prepared in accordance with generally accepted accounting principles
applied on a consistent basis, and correctly set out the results of the
operation of the Purchased Property; and
(d) there are no collective agreements or proceedings under the British
Columbia Labour Relations Code involving the Vendor or its employees which would
become an obligation of or be binding upon the Purchaser.
7
- 8 -
3.9 Survival of Vendor's Representations and Warranties
The representations and warranties contained in paragraph 3.8 shall survive the
Closing Date and shall continue in full force and effect for the benefit of the
Purchaser after the Closing Date notwithstanding any independent inquiry or
investigation by the Purchaser or the waiver by the Purchaser of any condition
set out in paragraph 5.2, the subject matter of which is contained in a
representation or warranty in this Agreement.
3.10 Vendor's Indemnity
The Vendor will indemnify the Purchaser against, and save it harmless from, any
loss, cost or damage of any nature whatsoever sustained by the Purchaser
directly or indirectly by reason of a breach, inaccuracy or incompleteness of
any of the warranties or representations set forth in paragraph 3.1. The Vendor
acknowledges and agrees that the Purchaser has entered into this Agreement
relying on such warranties and representations and the other warranties,
representations, terms and conditions set out in this Agreement.
4. PURCHASER'S REPRESENTATIONS AND WARRANTIES
---------------------------------------------
4.1 Representations and Warranties: The Purchaser represents and
--------------------------------
warrants to the Vendors, and acknowledges that the Vendors have relied upon such
representations and warranties in entering into this Agreement, that except as
disclosed herein:
(a) the Purchaser is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada;
(b) the Purchaser currently has 10,118,000 common shares issued and
outstanding.
(c) no person has any option, warrant or other right to acquire from the
Purchaser any shares of the Purchaser's common stock;
(d) there are no actions, suits or proceedings pending or threatened against
or affecting the Purchaser and the Purchaser is not aware of any existing ground
on which any such action, suit or proceeding might be commenced with any
reasonable likelihood of success.
8
- 9 -
5. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
----------------------------------------------
5.1 The representations and warranties in this Agreement shall survive
the closing of this transaction and shall apply to all assignments, conveyances,
transfers and documents delivered in connection with this Agreement and there
shall not be any merger of any representations and warranties in such
assignments, conveyances, transfers or documents notwithstanding any rule of
law, equity or statute to the contrary and all such rules are hereby waived.
The Vendor shall have the right to waive any representation and warranty made by
the Purchaser in the Vendor's favour without prejudice to any of its rights with
respect to any other breach by the Purchaser and the Purchaser shall have the
same right with respect to any of the Vendor's representations in the
Purchaser's favour.
6. VENDOR'S AND PURCHASER'S COVENANTS
-------------------------------------
6.1 The Vendor covenants with the Purchaser to:
(a) permit the Purchaser and its representatives to enter onto the Land and
carry out such inspections, tests, studies, appraisals, surveys and
investigations of the Land and the Building as the Purchaser may reasonably
require;
(b) cause the Property and the Chattels to be maintained and repaired and to
effect replacements to the Property and the Chattels as may be required before
the Closing Date in the manner of a prudent owner;
(c) not enter into or amend any contract with respect to the Property
including, without limitation, leases or service contracts, before the Closing
Date without the prior written approval of the Purchaser;
(d) maintain the Mortgages in good standing;
(e) provide the Purchaser with continuing access to all records and other
documents relating to the operation of the Property in the possession or control
of the Vendor which are not delivered to the Purchaser on or before the Closing
Date;
(f) grant authorizations reasonably required by Purchaser to authorize
municipal and statutory authorities to release information confirming compliance
with laws, bylaws and other statutory and governmental regulations and with
respect to potential statutory liens; and
(g) pay when due any indebtedness of the Vendor to any governmental
authority which, by operation of law or otherwise, becomes a lien, charge, or
encumbrance on the Property from and after the Closing Date, including without
limitation, corporation capital taxes and workers' compensation payments.
9
- 10 -
6.2 The Purchaser covenants with the Vendor to:
(a) pay to the Mortgagee of the Vendor, in satisfaction of the Vendor's
obligations under the Mortgages described in Schedule "D", all proceeds received
from the sale of grape production on the Property prior to closing;
(b) cooperate fully with any effort by the Vendor to sell the shares issued
pursuant to paragraph 2.2, in accordance with Rule 144 promulgated under the
United States Securities Act of 1933, including directing the Company's transfer
agent, where appropriate, to remove legends and requesting that the Company's
legal counsel provide opinions where required by the Company's transfer agent.
6.3 Survival of Covenants
The covenants contained in paragraphs 6.1 and 6.2 shall survive the Closing Date
and shall continue in full force and effect for the benefit of the Purchaser.
7. CONDITIONS
7.1 Purchaser's Conditions Precedent
The obligation of the Purchaser to complete the purchase of the Purchased
Property on the Closing Date is subject to the following conditions precedent
being in effect or satisfied within the time herein provided:
(a) on or before the date which is two years after the date this Agreement
is executed by the Vendor and the Purchaser, the Purchaser will have received
all necessary government approvals, including, without limiting the generality
of the foregoing, a license under the Liquor Distribution Act RSBC c 268, to
operate an Estate Winery Store on the Property;
(b) on or before the date which is 10 business days after the date this
Agreement is executed, the principal of the Vendor Xx. Xxxxxx Xxxxxx entering
into a Vineyard Management Agreement in the form attached as Schedule "E"
hereto;
provided that until notice of satisfaction or waiver is received in the manner
described below, the Vendor shall have the right to consider other offers to
purchase the Property. If the Vendor receives a bona fide offer that the Vendor
is prepared to accept, the Vendor shall have the right to deliver notice to the
Purchaser stating that it has received an offer that it is prepared to accept
and the Purchaser shall have 30 days from the time the notice is delivered to
waive the foregoing conditions. The notice of waiver shall be in writing and
shall be delivered to the Vendor in the manner set out in paragraph 10.5 below.
If the Purchaser does not deliver the notice of waiver within the specified
time, this Agreement shall terminate.
10
- 11 -
7.2 Waiver
All of the conditions precedent set forth in paragraph 5.1 are for the
Purchaser's sole benefit and each may be waived unilaterally by the Purchaser,
at the Purchaser's election. If the Purchaser does not give the Vendor notice
of the satisfaction or waiver of all of such conditions precedent within the
time therein provided then the Purchaser's obligation to purchase the Purchased
Property will be at an end.
8. RISK/POSSESSION
---------------
8.1 The Passing of Risk
The Building and the Chattels shall be at the risk of the Vendor until
completion of the closing.
8.2 Material Loss or Damage
If there is any Material Loss prior to the passing of risk the Purchaser shall,
within seven days following such loss or damage, by notice in writing at its
option either:
(1) terminate this Agreement, and neither party shall be under any further
obligation to the other; or
(2) elect to complete the purchase, in which case the proceeds and the right
to receive the proceeds of all insurance shall be assigned by the Vendor to the
Purchaser on the Closing Date.
In the absence of delivery of such notice, the Purchaser shall be deemed to have
elected to complete the purchase.
8.3 Possession
The Vendor shall deliver vacant possession of the Property to the Purchaser on
the Closing Date, subject only to the Permitted Encumbrances upon completion of
the sale and purchase of the Property. Prior to Closing the Purchaser shall
have the right to operate the Property as a vineyard, subject to the appointment
of Xxxxxx Xxxxxx as Manager, pursuant to the Vineyard Management Agreement
attached as Schedule "E" hereto, and to receive the proceeds of all grape
production from the Property subject to the Purchaser's obligations under
paragraph 6.2.
11
- 12 -
9. CLOSING PROCEDURE
------------------
9.1 The Closing
The closing of the purchase and sale of the Purchased Property will commence at
12:00 noon on the Closing Date, being the second business day following the
satisfaction or waiver of all of the conditions set out in paragraph 7.1 of this
agreement. In the event of Material Loss under paragraph 8.2, the Closing Date
shall be deferred for seven days. Closing will take place at the offices of
X'Xxxxx & Company, Suite 1880, 1055 West Georgia Street, Vancouver, BC, or at
such other place as the parties may mutually agree.
9.2 Vendor's Documents
On the Closing Date, the Vendor shall deliver to the Purchaser the following:
(a) a duly executed registrable Form A-Freehold Transfer (the "Transfer")
transferring the Property to the Purchaser free and clear of all liens, charges,
and encumbrances;
(b) to the extent not previously delivered, all Chattels and all keys;
(c) a duly executed xxxx of sale, transferring the Chattels to the Purchaser
free and clear of all liens, charges, and encumbrances;
(d) certificates regarding GST representations and warranties;
(e) the Vendor's statement of adjustments;
(f) an assignment of all of the Vendor's rights under any and all
warranties, guarantees, or contractual obligations, in form and substance
satisfactory to the Purchaser, acting reasonably, which entitle the Vendor to
any rights against a contractor or supplier engaged in the repairs, maintenance,
renovations, and modifications of the Property or any part of the Property or
any of the Chattels, insofar as those rights can be assigned, together with the
right to use the Vendor's name to enforce any such unassignable warranties,
guarantees, or contractual obligations, and to obtain all benefits from any
legal proceedings initiated by it in the name of the Vendor with respect the
Property;
(g) a certified copy of a resolution of the directors of the Vendor
authorizing the execution and implementation of this Agreement and the
transactions contemplated in it;
(h) a statutory declaration of a senior officer of the Vendor stating that
the Vendor is resident in Canada within the meaning of the Income Tax Act
(Canada);
12
- 13 -
(i) assignments of the Grape Grower's Contract in form and substance
satisfactory to the Purchaser, acting reasonably;
(j) such notice as the Purchaser, acting reasonably, shall require, to the
other parties under the Grape Grower's Contract and Leases of the assignment
thereof;
(k) consent to use the name Eagle Bluff Vineyards;
(l) an assignment of any licenses or permits required in connection with the
operation of the Purchased Property;
(m) an opinion from the solicitor for the Vendor with respect to the status
of the Vendor and the Purchased Property, in form and substance satisfactory to
the Purchaser, acting reasonably; and
(n) such other documents and assurances as may be reasonably required by the
Purchaser to give full effect to the intent and meaning of this Agreement.
9.3 Preparation of Closing Documents
The closing documents contemplated in paragraph 9.2 will be prepared by the
Purchaser's solicitors (to the extent that preparation is required) and
delivered to the Vendor's solicitors at least two days before the Closing Date.
9.4 Payment in Trust
On or before the Closing Date the Purchaser will pay to the Purchaser's
solicitors in trust the amount due to the Vendor under paragraph 2.1(c), less
the amount to be advanced to the Purchaser on the Closing Date under any
mortgage financing arranged by the Purchaser.
9.5 Registration
Forthwith following the payment in paragraph 9.4 and after receipt by the
Purchaser's solicitors of the documents and items referred to in paragraph 9.2,
the Purchaser will cause the Purchaser's solicitors to file the Transfer in the
appropriate land title office concurrently with any security documents
applicable to any mortgage financing arranged by the Purchaser in connection
with the purchase of the Purchased Property.
9.6 Closing
Forthwith following the filing referred to in paragraph 9.5 and upon the
Purchaser's solicitors being satisfied as to the Purchaser's title to the Land
after conducting a post filing for registration check of the property index
disclosing only the following:
13
- 14 -
(1) the existing title number(s) to the Land;
(2) Permitted Encumbrances;
(3) pending number assigned to the Transfer;
(4) any financial encumbrances to be discharged by the Vendor;
(5) pending numbers assigned to any security documents applicable to any
mortgage financing arranged by the Purchaser in connection with the
purchase of the Purchased Property; and
(6) any other charges granted by the Purchaser,
the Purchaser will cause the Purchaser's solicitors, forthwith upon receipt by
them of the proceeds of any mortgage financing arranged by the Purchaser in
connection with the purchase of the Purchased Property, to deliver to the
Vendor's solicitors a trust cheque for the amount due to the Vendor under
paragraph 2.1(c), and to release the items referred to in paragraph 9.2 to the
Purchaser.
9.7 Concurrent Requirements
It is a condition of this Agreement that all requirements of this paragraph 9
are concurrent requirements and it is specifically agreed that nothing will be
completed on the Closing Date until everything required to be paid, executed and
delivered on the Closing Date has been so paid, executed and delivered and until
the Purchaser's solicitors have satisfied themselves as to the Purchaser's title
under paragraph 9.6.
9.8 Discharge of Vendor's Encumbrances
The Purchaser acknowledges and agrees that if the Vendor's title to the Land is
subject to any financial encumbrance which is required to be discharged by the
Vendor, the Vendor will not be required to clear title before the receipt of the
net sales proceeds but will be obligated to do so within a reasonable time
following closing and the Purchaser will pay or cause its solicitors to pay the
balance of the adjusted Purchase Price to the Vendor's solicitors in trust on
their undertaking to discharge any such financial encumbrance.
14
- 15 -
9.9 Election
If on the Closing Date any of the representations or warranties made by the
Vendor are untrue in any material respect or the Vendor is in default in any
material respect under any of the covenants and agreements to be observed or
performed by the Vendor under this Agreement, the Purchaser may elect not to
complete the purchase of the Purchased Property under this Agreement or to
complete the purchase of the Purchased Property under this Agreement, in either
case without prejudice to any rights or remedies the Purchaser may have in
respect of the Vendor's breach or default.
10. MISCELLANEOUS
-------------
10.1 Time
Time shall be of the essence of this agreement and the transactions contemplated
in this Agreement notwithstanding the extension of any of the dates under this
Agreement.
10.2 Tender
Any tender of documents or money may be made upon the party being tendered or
upon its solicitors, and money may be tendered by certified cheque, solicitor's
trust cheque, or bank draft.
10.3 Failure to Close
Notwithstanding any other provision of this Agreement, should the Purchaser fail
to close the Purchase and Sale as contemplated by this Agreement, either through
default of the Purchaser or the failure to satisfy any condition precedent
within the time required, the Vendor shall be entitled to retain any funds paid
to the Vendor and any shares issued to the Vendor pursuant to paragraph 2 of
this Agreement and shall not have any right or cause of action against the
Vendor in respect of such failure of Closing.
10.4 Relationship of the Parties
Nothing in this Agreement shall be construed so as to make the Purchaser a
partner of the Vendor or an owner of the Purchased Property for any purpose,
including the Builders Lien Act, until the Closing Date, and the Vendor shall
indemnify and save the Purchaser harmless from any and all costs, expenses,
damages, claims, or liabilities which may be incurred with respect to the
Purchased Property before the Closing Date which the Purchaser is not obligated
to assume under this Agreement, and this provision shall survive the Closing
Date or the termination of this Agreement.
10.5 Notice
Any notice required or permitted to be given under this Agreement shall be
sufficiently given if
15
- 16 -
delivered personally or if sent by prepaid registered mail as follows:
(1) to the Purchaser at: 15 - 000 Xxxxx Xxxxx Xxxxx, XX Xxx 000,
Xxxxxxxxxx, XX X0X 0X0
(2) to the Vendor at: 000 Xxxxxxxx Xxxxx, Xxxxx Xxxxxxxxx, XX, X0X 0X0
provided that any party shall be entitled to designate another address by giving
notice of it to the other party in accordance with the terms of this Agreement.
Any notice so mailed shall be deemed to have been received, except during a
period of interruption of normal postal service, on the fourth business day
following the date of mailing.
10.6 Further Assurances
Each of the parties shall, at the expense of the other party, execute and
deliver all such further documents and do such further acts and things as the
other party may reasonably request from time to time to give full effect to this
Agreement.
10.7 Assignment
The Purchaser may assign its rights under this Agreement with the prior written
consent of the Purchaser, such consent not to be unreasonably withheld.
10.8 Non-merger
None of the provisions of this Agreement shall merge in the transfer of the
Property or any other document delivered on the Closing Date, and the provisions
of this Agreement shall survive the Closing Date.
10.9 Certificates
Wherever this Agreement provides for a certificate of a responsible officer of a
party, that certificate shall state that the officer has made reasonable and
prudent inquiries to determine the accuracy of the matter certified and that
certificate shall be deemed to constitute a representation and warranty or a
covenant, as the case may be, by the party whose officer signed the certificate.
10.10 Payment of Fees
Each party shall pay its own legal fees. The Purchaser shall be responsible for
all registration fees payable in connection with registration of the transfer of
land referred to in paragraph 9.2(a) and the Vendor's Mortgage but the Vendor
shall be responsible for the costs of clearing title of any financial
encumbrances.
16
- 17 -
10.11 Commission
The Vendor agrees that it is the Vendor's responsibility to pay any real estate
commission payable as a result of the purchase and sale of the Property, and
agrees to indemnify the Purchaser with respect to all real estate commissions in
connection with the transaction and agrees that such commission shall be paid
out of the Purchase Price on the Closing Date.
10.12 Goods and Services Tax
The Purchase Price does not include federal goods and services tax ("GST"). On
the Closing Date, the Purchaser will pay to the Vendor, as agent for Her Majesty
the Queen in right of Canada, in addition to the Purchase Price, the amount of
GST exigible in respect of the transactions contemplated in this Agreement or,
if the Purchaser is registered for GST purposes on the Closing Date, the
Purchaser may self-assess the GST and account directly to Revenue Canada, Excise
therefor if the Purchaser provides the Vendor with a certificate signed by an
officer of the Purchaser confirming the Purchaser's registration number and the
Purchaser's registered status.
10.13 Binding Effect
This Agreement shall enure to the benefit of and be binding upon the parties,
their respective heirs, executors, administrators, and other legal
representatives and, to the extent permitted in this Agreement, their respective
successors and assigns.
10.14 Extended Meanings
Words importing the singular number include the plural and vice versa, and words
importing the masculine gender include the feminine and neuter genders.
10.15 Headings
The headings are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement.
10.16 Applicable Law
This Agreement shall be interpreted in accordance with the laws of British
Columbia and the laws of Canada applicable in British Columbia.
10.17 Independent Legal Advice
The Vendor acknowledges that this Agreement has been prepared by X'Xxxxx &
Company acting on behalf of the Purchaser only. The Vendor acknowledges that it
has been advised to obtain independent legal advice.
17
- 18 -
10.18 Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect
to the subject matter of the Agreement and contains all of the representations,
warranties, covenants and agreements of the respective parties, and may not be
amended or modified except by an instrument in writing executed by all parties.
This Agreement supersedes all prior agreements, memoranda, and negotiations
between the parties.
10.19 Schedules
The Schedules attached to this Agreement form part of this Agreement.
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the day and year first above written.
THE COMMON SEAL OF )
RMA ENTERPRISES LTD. )
was hereto affixed in the presence of: )
) c/s
"SIGNED" )
------------------------ )
Authorized Signatory )
THE COMMON SEAL OF )
WINESHARES INTERNATIONAL INC. )
was hereto affixed in the presence of: )
) c/s
"SIGNED" )
------------------------ )
Authorized Signatory )
18
SCHEDULE "A"
-------------
THE PROPERTY
-------------
Parcel Identifier
000-000-000
Legal Description of Land
Xxx 0 Xxxxxxxx Xxx 0000 Xxxxxxxxxxx Xxxxxxxx Xxxx Xxxxxxxx Plan 25434
19
SCHEDULE "B"
------------
THE CHATTELS
Equipment - 1 Ford ton pickup
1 Kubota 2800 tractor
Spreader
Compressor
Farm King Rotovator
50 Air Blast Sprayer
200 litre weed sprayer
4 foot cultivator
grader blade
air driven pruner
4 foot flailer/mower
bin forks
2 fuel tanks
various pruners, tools, tie downs, posts, wire, etc.
20
SCHEDULE "C"
-------------
GRAPE GROWER'S CONTRACT
(Provided as Exhibit 10.3 to the 10SB)
1
SCHEDULE "D"
------------
THE MORTGAGE
Mortgage in favour of HSBC Bank Canada in the principal amount of $442,500 dated
July 13, 2000. Also secured by security interest in Crops filed under Personal
Property Security Act and assignment of rents.
2
SCHEDULE "E"
------------
MANAGEMENT SERVICES AGREEMENT WITH XXXXXX XXXXXX
(Provided as Exhibit 10.1 to the 10SB)
3
