SALES-PURCHASE AGREEMENT
EXHIBIT
2.2
SALES-PURCHASE
AGREEMENT
THIS
AGREEMENT (the
“Agreement”), made and entered into this 31st
day
of
October, 2008, by and between each of the individuals identified on Schedule
A
attached
hereto, (hereinafter referred to collectively as “Seller”) and Xxxx Wind, Inc.
or its nominee, (hereinafter referred to as “Buyer”);
NOW,
THEREFORE,
in
consideration of One and no/100 ($1.00) Dollar and other valuable consideration,
the Premises and the mutual promises, covenants and agreements herein contained,
the receipt of which is hereby acknowledged, the parties agree as
follows:
1. Premises.
Seller
agrees to sell and assign and Buyer agrees to purchase and assume the real
estate and all buildings and improvements attached to or located at the
following property address: 0000 00xx
Xxxxxx
XX, Xxxxxxxxx, Xxxxxxxxx, 00000 (the “Premises”).
2. Purchase
Price.
Buyer
agrees to pay to Seller as the purchase price the total sum of One Hundred
Forty
Four Thousand Dollars ($144,000)
by the delivery of 41,070 shares of unregistered common stock of the Purchaser
(the “Real Estate Stock Consideration”) to the Seller.
3. Conditions
Precedent on Buyer's Obligations.
Buyer's
obligation to consummate the transaction contemplated by this Agreement is
subject to the following:
(a) Buyer’s
satisfactory review of the Premises.
(b) Seller
shall deliver to Buyer not later than the Closing Date, correct and complete
copies of the following:
(i)
A
true copy of all contracts, agreements, service contracts, management
agreements, insurance agreements, and other agreements to which Seller is a
party, if any.
(ii)
The
most recent real estate tax bills pertaining to the Premises; and
(iii)
Surveys that Seller has in its possession.
4. Deed
and Title to be Conveyed.
Seller
shall convey to Buyer by special warranty deed title good in fact and marketable
of record, free and clear of all interests, liens and encumbrances, except
as
set forth in paragraph 5 hereof, to the Premises owned by Seller.
5. Allowable
Interests or Liens.
The
Premises and interests owned by Seller shall be conveyed subject only to the
following (the "Permitted Exceptions"):
A. Taxes
for
the year of closing which shall be prorated between the parties as of the
Closing Date.
B. Easements,
dedications, rights of way, public and private, and any other matter of record
listed on Schedule
B
attached
hereto.
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1
6. Title
Insurance.
The
Seller shall deliver to Buyer, a title insurance commitment in the amount of
the
purchase price, issued by Xxxxxxx Title Company (the “Title Company”), which
shall commit the Title Company to issue the Title Policy (as herein defined)
in
form and substance as described in this Agreement. Seller shall pay the cost
of
the title insurance commitment and owner’s policy, and one-half of any deed and
money escrow closing fees, and Buyer shall pay all premiums for the owner's
policies, one-half of any deed and closing fees.
7. Title
Examination Standards.
No
apparent encumbrance or defect in title which is of the type or comes within
the
scope of any of the Title Examination Standards, shall constitute a valid
objection on the part of the Buyer, provided the Seller furnishes affidavits
or
other title papers, if any, described in the applicable Title Examination
Standards.
8. Closing. The
closing of this transaction shall take place on or before October 31, 2008
(the
“Closing Date”), at a location mutually agreed by the parties. Buyer shall pay
the recording fee for recording the Special Warranty Deeds. Any incidental
costs
at closing not specifically allocated to either party in this Agreement shall
be
paid as is customary for commercial closings in Pipestone, Minnesota. Each
party
shall pay its own attorney's fees.
9. Representations
and Warranties of Seller.
With
respect to the Premises, each Seller represents and warrants to and covenants
with Buyer as of the Closing Date as follows:
A. Each
Seller has the power and authority to enter into and perform the terms and
conditions of this Agreement, and such performance will not conflict with or
result in a breach of any of the terms, conditions or provisions of any
agreement or instrument to which each Seller is a party or by which it is bound,
or constitute a default under any of the foregoing; this Agreement is valid,
binding and enforceable against each Seller in accordance with its
terms.
B. Seller
has not received any notice of any violation of any law, municipal ordinance
or
other governmental requirement affecting the Premises,
C. Seller
has not received any written notice of any condemnation or eminent domain
proceedings; and Seller has no knowledge that any condemnation or eminent domain
proceedings have been commenced or threatened in connection with the Premises.
D.
Except
for the existing mortgage with First Farmers and Merchants National Bank on
the
Premises, which will be released on the Closing Date upon Buyer’s execution and
delivery of a new mortgage on the Premises in favor of First Farmers and
Merchants National Bank, the
Premises are not subject to any private or governmental lien or judicial or
administrative notice, or environmental problems, impairments or liabilities
with respect to the Premises.
E. No
litigation or proceedings are pending or, to the best of Seller's knowledge,
contemplated, threatened or anticipated, relating to the Premises, or any
portion thereof.
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2
10. Representations
and Warranties of Buyer.
The
Buyer represents and warrants to Seller as follows:
A.
Buyer
has full power and authority to enter into this Agreement.
B.
The
execution and performance of this Agreement by Buyer does not violate any other
agreements to which Buyer is a party.
C.
Buyer
has full capacity, right, power and authority to execute, deliver and perform
this Agreement and all documents to be executed by Buyer pursuant hereto, and
all required action and approvals therefore have been duly taken and obtained.
11. Notices.
Any
notice provided for in this contract may be given by sending such notice by
certified United States Mail and a notice so sent shall be deemed to have been
received on the next business day following the day of mailing. Notices shall
be
addressed as follows: To Seller: address as listed on Schedule A. To Buyer:
Xxxx
Wind, Inc.,
000 000xx
Xxxxxx, Xxxxxxxxx, XX 00000 and with
a
copy to Synergy Law Group, 000 Xxxx Xxxxxxxx, 0xx Xxxxx, Xxxxxxx, XX 00000,
attn: Xxxxxx X. Xxxxxxx.
12. Documents
at Closing.
A.
Seller
shall deliver, or cause to be delivered, to Buyer at closing the
following:
(1)
Seller shall deliver duly executed Special Warranty Deed, subject to the
Permitted Exceptions, and the form and content of which meets Buyer's
approval.
(2)
Seller shall deliver an affidavit or title, subject only to the Permitted
Exceptions and a xxxx of sale transferring all personal property free and clear
of any liens or encumbrances.
13. Successors
in Interest.
This
Agreement shall be binding upon the parties hereto, their heirs, executors,
personal representatives, administrators, successors and assigns.
14. Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed as an original.
15. Nonwaiver.
The
failure on the part of any of the parties hereto to complain of any act or
omission on the part of any other party, no matter how long the same may
continue, shall not be deemed to be a waiver by any party of any of its rights
hereunder.
16. Assignment.
The
Buyer shall have the right to assign this Agreement to an entity affiliated
with
Buyer, and said assignment shall be binding upon the parties and their
respective heirs, executors, personal representatives, administrators,
successors and assigns; provided, however, no such assignment shall relieve
Buyer of its obligations under this Agreement.
17. Relationship
of the Parties.
It is
expressly understood that Buyer shall not be construed or held to be a partner,
joint venture partner, successor, assignee, or agent of Seller in the conduct
of
Seller's business upon any of the Premises to be purchased by the terms of
this
Agreement.
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3
IN
WITNESS WHEREOF, the parties to this Agreement have executed this Agreement
consisting of four (4) typewritten pages, including this page, on the day and
year first above written.
"SELLER"
|
“BUYER” | ||||
Xxxx Wind, Inc. | |||||
/s/
Xxxxx Xxxxx
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By: |
/s/
Xxxx Xxxxxx
|
|||
Xxxxx
Xxxxx
|
Xxxx
Xxxxxx, President
|
/s/
Xxxx Xxxx
|
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Xxxx
Xxxx
|
|
/s/
Xxxx Xxxxxxxxxx
|
|
Xxxx
Xxxxxxxxxx
|
|
/s/
Xxxx Xxxxxxxxx
|
|
Xxxx
Xxxxxxxxx
|
|
/s/
Xxx Xxxx
|
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Xxx
Xxxx
|
|
/s/
Xxxx Xxxxxxxx
|
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Xxxx
Xxxxxxxx
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4
SCHEDULE
A
Each
of
the following individuals is a Seller pursuant to the terms of this
Agreement:
Xxxxx
Xxxxx
0000
X Xxxxxxx Xxxxxx, Xxxxx Xxxxx, XX 00000
|
Xxxx
Xxxx
0000
X Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000
|
Xxxx
Xxxxxxxxxx
000
Xxxxxx Xxxxxx, Xxxxxx, XX 00000
|
Xxxx
Xxxxxxxxx
0000
Xxx Xxxx, XxXxxxx, XX 00000
|
Xxx
Xxxx
000
000xx
Xxxxxx, Xxxxxxxxx, XX 00000
|
Xxxx
Xxxxxxxx
000
Xxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
|
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Schedule
B
Matters
of Record
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6