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MARINE BANCSHARES, INC.
EXHIBIT 10.6
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CONTRACT FOR SALE AND PURCHASE
OF AN OFFICE BUILDING
THIS CONTRACT is made between:
SELLER: GULF COAST COMMERCIAL CORPORATION, A FLORIDA CORPORATION
BUYER: MARINE NATIONAL BANK OF NAPLES, A NATIONAL BANKING ASSOCIATION
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by the parties hereto, it is mutually agreed that
the Seller shall sell and the Buyer shall purchase the real property and
improvements as described in Paragraph 1, below, upon the terms and conditions
hereinafter set forth:
1. DESCRIPTION OF PROPERTY: The property to be sold and purchased
is as follows:
A. The real property located in Xxxxxxx County, Florida
described as follows:
Commonly known as the "Marine National Bank Building" located
at 2329 (2325) Vanderbilt Beach Road, Naples, Florida as more
particularly described in the attached Exhibit "A" (the
"Property").
B. All rights, privileges, parking agreements,
cross-easements, and easements appurtenant to the real property and all sewer,
water, and other utility services, and other governmental approvals and
permits, licenses, including but not limited to, any prepaid impact, access,
service, maintenance or other fees of any kind, appurtenant to the real
property.
C. The Property shall also include the bank building (the
"Building"), all other improvements to the Property, and all furniture,
furnishings, trade fixtures, machinery, and equipment pertinent to or used in
connection with the operation of the Building and/or the Property, which is
owned by the Seller.
2. PURCHASE PRICE: The purchase price (hereinafter referred to as the
"Purchase Price") for the Property and Building shall be THREE MILLION THREE
HUNDRED FIFTY THOUSAND AND 00/100 ($3,350,000.00) DOLLARS, payable by Buyer as
follows:
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A. Deposit at time of execution by Buyer in the amount
of TWENTY ONE THOUSAND SEVEN HUNDRED AND NO/100 ($21,750.00) DOLLARS composed
of $10,000.00 additional deposit and the $11,750.00 Lease deposit paid on
Buyer's Lease already in the possession of Seller. The $10,000.00 deposit shall
be delivered to Escrow Agent upon execution by Buyer of this Contract and will
be paid to Seller at closing and a credit to Buyer of $11,750.00 presently held
by Seller as a lease security deposit.
B. Additional cash to close in the amount of THREE
MILLION THREE HUNDRED FORTY THOUSAND AND NO/100 ($3,340,000.00) DOLLARS subject
to adjustments on any leasehold deposits, credits, prorations and other matters
as provided herein, to be paid by Buyer by bank wire of funds or local
cashier's check, at the election of the Buyer, on closing and delivery of the
deed and other instruments to Buyer in accordance with the terms and provisions
of this Contract.
C. All deposits shall be held in an interest bearing
account and all interest will accrue or be paid to Buyer, except in the case of
the Buyer's default hereunder.
3. INVESTIGATION PERIOD: For a period of fifteen (15) days from
the date of this Contract (the "Investigation Period") Seller grants to Buyer
and its agents, employees, contractors and representatives, a right to enter
upon the Property and to examine the Property. During such entry and
examination Buyer shall not unreasonably interfere with any tenant's occupancy.
During the Investigation Period the Buyer shall further have the right, but not
be required to or otherwise limited to, review the following items to be
provided by Seller to Buyer:
A. All zoning, land use, environmental, building and
construction laws and regulations restricting or regulating, or any other
requirements or conditions of any governmental or other agency or entity having
jurisdiction over, the Property, which would affect the access to, use,
occupancy, enjoyment or development of the Property; and that the Property will
be fully usable by Buyer for Buyer's intended purposes. By execution of this
Agreement, Seller hereby authorizes and grants to Buyer, its agents, employees,
and contractors, the right to access to all records held by Seller or its
agents, and to interview, appropriate government authorities relative to any
phase of the use, occupancy, construction, development, marketing or future use
or enjoyment of the Property and/or Building;
B. Any soil test, geological studies and surveys and
environmental studies or surveys Buyer may cause to be conducted at its own
expense, on the Property;
C. All soil and subsoil conditions and other physical
characteristics of the Property in connection with Buyer's use of the Property,
and determining whether, in Buyer's sole and absolute discretion, extraordinary
costs for repairs or completion of the Building will be required;
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D. The nature and location of any easements, covenants,
restrictions, agreements, contracts, or other documents or conditions which
benefit or affect the Property;
E. The size, availability, capacity and cost of all
utility services to the Property and the Building;
F. An inspection of the physical condition of the
Building situated on the Property by a certified engineering firm at Buyer's
sole expense; Seller agrees in addition to the foregoing to provide to Buyer
within three (3) days of the Effective Date of this Contract copies of all of
the following to the extent they exist and are in the Seller's possession or
control (and which have not been previously supplied to Buyer):
i. Soil tests and all prior engineering tests.
ii. "As built" blueprints, shop drawings, plans
and specifications for the Building.
iii. All warranties and reports provided by the
builder/general contractor, its
subcontractors and suppliers.
iv. Surveys or drawings of the Property,
including "as built" surveys including the
Building.
v. Prior title insurance policy(s).
vi. A copy of the Assignment of the Marine
Bancshares, Inc. Lease Agreement, dated
July 9, 1999, by Wridell Development
Corporation to Seller.
vii. Copies of all occupational licenses and
other licenses necessary for the operation
of the business on the Property and the
Building.
viii. 1999 real estate tax xxxx for the Property.
ix. Any and all maintenance agreements and
warranties for the Building and equipment
such as air conditioning, plumbing,
electricity, etc.
Before the expiration of the Investigation Period, for any
reason, the Buyer may elect to terminate this Contract by delivering written
notice to the Seller or Escrow Agent, and in such event this Contract shall be
null and void. If Buyer does not deliver notice during Investigation Period
then Buyer waives the right to terminate as provided herein.
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In the event Buyer elects to terminate the Contract as
provided above, the Escrow Agent shall return all deposits to the Buyer.
4. EXPENSES OF SALE: Seller shall pay for documentary stamps on
the deed, for recording any other instruments necessary to clear the title to
the Property, the cost of a completed Abstract of Title certified to date, and
at closing Seller shall credit Buyer an amount equal to outstanding balance of
Pelican Xxxxx CDD in excess of $42,000.00 by way of example: If the outstanding
balance of the special assessment after the 1999-2000 payment were $77,960.00,
Seller would credit Buyer amount equal to $35,960.00 on the closing statement.
Buyer shall pay for recording the deed, recertification of
the title, and Buyer's title insurance.
5. PRORATIONS: Except as otherwise specifically set forth
elsewhere herein, taxes, rents, operating and maintenance assessments for the
Pelican Xxxxx CDD (approximately $11,233.10 for 2000), and other expenses and
revenue of the Property shall be prorated as of midnight of the day of closing.
Estimated taxes for the year 2000 shall be prorated based upon the year 1999;
however, as the Building did not obtain a Certificate of Occupancy until
mid-1999, tax proration SHALL BE readjusted upon receipt of the actual tax xxxx
for the year 2000. The cash to close shall be increased or decreased as may be
required by any such prorations.
6. EVIDENCE OF TITLE: Seller shall deliver to Buyer's attorney or
other authorized representative within ten (10) days from the date of execution
of this Contract by Seller, an abstract of title, certified to date, showing
title to be good and marketable and a copy of Seller's title insurance policy.
Buyer, or its attorney, shall have fifteen (15) days for examination of the
title and if the title to the Property is found to be different than is set
forth or required in this Contract, then Buyer, or its attorney, shall notify
Seller, or its attorney, in writing of the defects and Seller shall have a
reasonable time to cure these defects. Seller agrees to make a diligent effort,
short of litigation, within a reasonable time to cure such defects; failure to
make same shall constitute a default under this Contract. Upon Seller's
inability to cure any defects within a reasonable time not to exceed thirty
(30) days, Buyer may elect to accept the Property in the existing condition or
Buyer may terminate this Contract and have its deposit returned. Buyer and
Seller acknowledge that the Property is subject to a lease wherein Seller is
the lessor, and Buyer is the lessee. The parties agree that at Closing the
Lease will merge with the title conveyed to Buyer, and be of no further force
and effect.
7. SURVEY: Seller shall provide Buyer with copies of all surveys
in its possession. Buyer may have the Property surveyed at its sole expense
which shall show existing road right-of-way, easements, encroachments,
elevations and a legal description of
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the Property. If the survey, certified by a registered Florida Surveyor, shows
any encroachment on the Property or violates any of the covenants contained in
this Contract, the same shall be deemed a title defect, and the Seller shall
have the same time to remove said encroachment as this Contract allows to cure
defects of title without litigation. If the Seller shall fail to remove said
encroachments within said period of time, then at the option of the Buyer, all
deposits upon demand shall forthwith be refunded to the Buyer whereupon Buyer
and Seller shall be released of all further obligations under this Contract.
8. SELLER'S COVENANTS, REPRESENTATIONS AND WARRANTIES: As a
material inducement to Buyer to enter into this Contract, Seller hereby
covenants and/or represents and/or warrants to Buyer that to the best of
Seller's knowledge, that as of the date of this Contract and as of the closing
date as follows:
A. Seller is the owner of the fee simple title to the
Property.
B. Seller, represents that there are no actions, suits,
special assessments except for the herein referenced Pelican Xxxxx CDD
assessment, proceedings or investigations existing, pending or, to the best of
its knowledge, threatened affecting the Property in law or in equity before any
governmental department, community development district, board, agency or
instrumentality, or any private individual or entity, which involve the
possibility of any judgment, assessment, liability, or change of zoning against
the Property.
C. Seller warrants that no leases, except the lease to
Buyer, are existent or enforceable on the Property. Seller shall hold Buyer
harmless and indemnify Buyer from all claims by lessees or putative lessees of
any part of the Property of the Building. This covenant shall survive the
closing.
D. Except for ordinary and customary materials used in
construction, Seller has not utilized the Property, or any part thereof, to
treat, generate, deposit, store, dispose of, or place any hazardous substance
(as defined by 42 U.S.C. Section 9601(14) ), any solid or hazardous waste (as
defined by 42 U.S.C. Section 6901) or any petroleum product (as defined by
Section 376.301 (22), F.S.); nor has Seller authorized any other person or
entity to treat, generate, deposit, store, dispose of, or place any hazardous
substance (as defined above) or any petroleum product (as defined above) on the
Property, or any part thereof; and to the best of Seller's knowledge, no other
person or entity has treated, generated, deposited, stored, disposed of, or
placed any hazardous substance (as defined above) or any petroleum product (as
defined above), on the Property, or any part thereof, nor on any real property
adjacent to the Property. To the best of Seller's knowledge and belief, there
are no underground storage tanks of any kind located at the Property.
E. The Property is in full compliance with all
construction and development approvals, permits, and requirements and all
building permits, applicable building codes, health, safety, and fire codes.
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F. That to the Sellers knowledge and belief, all of the
information, representations and warranties by Seller to Buyer as described in
this Contract and as provided by Seller to Buyer pursuant to the provisions of
this Contract are true, correct and complete, and it shall be a condition
precedent of Buyer's obligations to close that the same remain true, correct
and complete as of the closing.
9. CONDITIONS PRECEDENT TO CLOSING: At Buyer's option, it shall be a
condition precedent to closing that:
A. No material adverse change in the condition of the
Property shall have occurred since the date of this Contract, normal wear and
tear excepted.
B. Seller's representations and warranties contained
herein shall be true and correct in all material respects as of the closing
date.
C. The execution and delivery by Seller to Buyer of each
and every instrument required by this Contract.
10. DOCUMENTS AND OTHER ITEMS TO BE DELIVERED AT CLOSING BY
SELLER: The Seller shall at closing deliver the following to Buyer:
A. A Statutory Warranty Deed from Seller conveying fee
simple title, subject only to those items set forth in this Contract, with
proof of corporate existence.
B. A Xxxx of Sale with full warranties conveying title
to all personal property included in this sale.
C. Any corrective instruments that may be required in
connection with perfecting the title to the Property.
D. A No-lien affidavit, pursuant to the provisions of
this Contract, in form and substance reasonably acceptable to Buyer's counsel
and so as to provide an insured closing.
E. A Non-foreign affidavit, as required by Internal
Revenue Code Section 1445.
F. [DELETED]
G. An assignment of all existing licenses and permits
which are assignable.
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H. An assignment all warranties and contract benefits
received by Seller from Boran Xxxxx Xxxxxx Xxxxx, the general contractor, its
subcontractors and suppliers.
I. All other material documents as may reasonably be
required by Buyer's counsel to effectuate the consummation of this Contract.
J. A closing statement reflecting the basis upon which
the credits, debits and adjustments to the cash to close were determined.
11. DEFAULT BY SELLER: If Seller should breach any of its
covenants, representations or warranties contained in this Contract, then after
notice to Seller, the full deposit shall, at the option of Buyer, be returned
to Buyer promptly on demand, provided, however, Buyer shall not thereby waive
any rights or remedies it may have because of such default by Seller, including
an action for specific performance or for damages as a result of the breach. If
Buyer elects to bring an action for specific performance the deposit shall
continue to be held by Escrow Agent until a final judgment has been entered.
12. DEFAULT BY BUYER: Provided Seller is not in default under this
Contract, if Buyer should breach any of its covenants, representations or
warranties contained in this contract, then after notice to Buyer the deposit
shall be paid to Seller by the Escrow Agent as liquidated damages. In the event
of any such default, Seller shall have no other remedy against Buyer, and upon
the payment of said deposit to Seller, this Contract shall be terminated,
whereupon Seller and Buyer shall be released of all further obligations under
this Contract.
13. ATTORNEYS' FEES: If any party defaults in the performance of
any of the terms, provisions, covenants or conditions of this Contract, or
breaches any representation or warranty made in this Contract, and by reason
thereof any party employs the services of an attorney to enforce performance or
to perform any service based upon any such default or breach, then, in any of
said events, the prevailing party shall be entitled to recover from the other
party reasonable attorneys' fees and all expenses and costs incurred by the
prevailing party pertaining thereto and in enforcement of any remedy, including
appellate proceedings.
14. SEPARABILITY AND DIVISIBILITY OF PROVISIONS: If any portion of
this Contract is determined to be unlawful or unenforceable, the remaining
portions hereof shall remain in full force and effect as if such unlawful or
unenforceable portion did not appear herein.
15. NOTICES:
A. Method of Giving Notice. All notices or other
communications permitted or required to be given under this Contract shall be
given in writing, and delivered
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to the parties at their respective addresses (or sent to their fax numbers) as
set forth below, in one of the following ways, at the option of the party
giving the notice: (i) by hand delivery; (ii) by nationally recognized courier
service such as Federal Express; or (iii) by telecopy.
B. Addresses/fax numbers for notices:
SELLER: Xxxxxx X. XxXxxx, President
Gulf Coast Commercial Corporation
0000 Xxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxx 00000
With a Copy to: Xxxxxx X. Xxxxxxx, Esq.
0000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
BUYER: Xxxxxxx X. Xxxxx, President and CEO
Marine National Bank of Xxxxxx
Xxxx Xxxxxx Xxx 000000
Xxxxxx, Xxxxxxx 00000-0000
With a Copy to: F. Xxxxxx XxXxxxxx, III, Esquire
Xxxxxxx & Xxxxx LLP
0000 Xxxxx Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
IF TO ESCROW AGENT: F. Xxxxxx XxXxxxxx, III, Esquire
Xxxxxxx & Xxxxx LLP
0000 Xxxxx Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
C. Effective Date of Notices: Notices delivered by hand
delivery shall be effective on the date delivered to the recipient. Notices
delivered by a nationally recognized overnight courier service, such as Federal
Express, shall be effective on the date deposited with the courier. Notices
sent by telecopy shall be effective on the date transmitted and received,
provided that receipt occurs before 5:00 P.M. on a business day. If the last
day for giving any notice or performing any act under this Contract falls on a
Saturday, Sunday or a day in which the United States Post Office is not open,
the time shall be extended to the next day that is not a Saturday, Sunday, or
Post Office holiday.
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D. Change of Address for Recipient: Any party wishing to
change the person designated to receive notices or addresses for notices may do
so by complying with the provisions of this paragraph. Any notice given before
such change is not invalidated by the change.
16. FURTHER ASSURANCES: Seller and Buyer agree that at any time,
and from time to time, before and after the closing, they will on request of
another party, execute and deliver such further documents and do such further
acts and things as such other party may reasonably request in order to fully
effectuate the intent and purposes of this Contract.
17. ASSIGNABILITY: Buyer shall have the right and authority to
assign this Contract and all of the Buyer's rights hereunder to any other
person, partnership, corporation or other entity. Provided however that such
assignee must be owned or controlled by the shareholders of the Buyer listed at
the beginning of this Contract. Upon any such assignment being accomplished,
such assignee shall succeed to all of the rights, privileges and obligations of
Buyer hereunder and shall for all purposes be substituted for and be deemed to
be the Buyer hereunder, after which the original Buyer identified in this
Contract shall be relieved of all further responsibility and liability
hereunder.
18. TIME IS OF THE ESSENCE: Time is of the essence of this
Contract and each of the covenants and provisions hereof.
19. CLOSING DATE: The sale and purchase of the Property as
described in this Contract shall be closed and the deed and all other closing
papers executed and delivered on, or before by mutual agreement of the parties,
thirty (30) days after the expiration of the Investigation Period, but in no
event before March 31, 2000. Said date and/or the act of closing is herein
sometimes referred to as the "Closing" or "Closing Date".
20. PLACE OF CLOSING: The sale and purchase of the Property shall
be closed at the offices of Xxxxxxx & Xxxxx, 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxx
000, Xxxxxx, Xxxxxxx 00000.
21. REAL ESTATE BROKER'S COMMISSION: Buyer represents that it has
not had any negotiations or relationships with any brokers regarding the Marine
National Bank Building. Seller represents that it has not had any negotiations
or relationships with any brokers regarding this sale of the Marine National
Bank Building to this Buyer. Thus, the parties understand that there is no
broker involved in this sale.
22. ESCROW AGENT:
A. The parties agree the Escrow Agent shall be Xxxxxxx
& Xxxxx, 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxxx, Xxxxxxx 00000. (the "Escrow Agent").
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B. The Escrow Agent shall hold in escrow the deposit.
If requested by Buyer, all cash received by the Escrow Agent shall be placed in
an interest bearing account, and such account must allow withdrawal of all
funds upon one (1) day notice or less. The interest earned on such funds shall
be paid at such time that the Escrow Agent disburses the principal amount of
the deposit, and the interest shall be paid to the Buyer, except in the case of
Buyer's default. The Buyer shall be responsible for the expenses of such
account.
C. It is agreed the duties of the Escrow Agent are
purely ministerial in nature, and that the Escrow Agent shall incur no
liability whatsoever except for willful misconduct or gross negligence so long
as the Escrow Agent has acted in good faith. The parties release the Escrow
Agent from any act done or omitted to be done by the Escrow Agent in good faith
in the performance of the Escrow Agent's duties hereunder, except for wilful
misconduct or gross negligence.
D. If the parties be in disagreement about the
interpretation of this Contract, or about the rights and obligations, or the
propriety of any action contemplated by the Escrow Agent hereunder, the Escrow
Agent may, at its sole discretion, file an action in interpleader to resolve
the said disagreement. The Escrow Agent shall be indemnified for all costs,
including reasonable attorneys' fees, in connection with the aforesaid
interpleader action, and shall be fully protected in suspending all or a part
of its activities under this Contract until a final judgment in the
interpleader action is received.
E. The Escrow Agent may consult with the counsel of its
own choice and shall have full and complete authorization and protection for
any action taken or suffered by it hereunder, except for wilful misconduct or
gross negligence, so long as the Escrow Agent has acted in good faith and in
accordance with the opinion of such counsel. The Escrow Agent shall otherwise
not be liable for any mistakes of fact or error of judgment, or for any acts of
omissions of any kind unless caused by its willful misconduct or gross
negligence.
F. The Escrow Agent may resign upon ten (10) days'
written notice to the parties in this Contract. Xxxxxx X. Xxxxxxx shall then
become successor Escrow Agent.
G. The Seller acknowledges that the Escrow Agent is the
attorney of the Buyer, but that acting as escrow agent hereunder shall in no
way be deemed or construed a conflict of interest.
23. IRC Section 1031. Seller represents that it intends to qualify
the sale of the Property as a "like-kind exchange" under Internal Revenue Code
Section 1031, and Buyer agrees to cooperate in the execution of such documents
as are required in connection therewith. Seller shall reimburse Buyer for all
additional costs generated as a result of this exchange including attorneys'
fees.
24. PERSONS BOUND: This Contract shall be binding upon and shall
inure to or otherwise accrue to the benefit of the respective heirs, personal
representatives, successors and assigns of the parties hereto. Whenever the
context permits, the singular shall include the plural, the plural shall include
the singular and the use of any gender shall include all other genders.
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25. ENTIRE AGREEMENT: MODIFICATIONS: This Contract embodies and
constitutes the entire understanding among the parties with respect to the
transaction contemplated herein, and all prior and contemporaneous agreements,
understandings, representations and statements, oral or written are merged into
this Contract. Neither this Contract, nor any provision hereof, may be waived,
modified, amended, discharged or terminated, except by an instrument in writing
signed by the party against which enforcement of such waiver, modification,
amendment, discharge or termination is sought and then only to the extent
specifically set forth in such written instrument.
26. CAPTIONS: The captions and title of the various paragraphs in
this Contract are for convenience and reference only and in no way define,
limit or describe the scope or intent of this Contract, nor in any way affect
this Contract.
27. HANDWRITTEN PROVISIONS: Handwritten provisions inserted herein
or attached hereto that have been initialed by the parties hereto shall control
all typewritten provisions in conflict therewith.
28. COUNTERPARTS: To facilitate the execution of this Contract any
number of counterparts of this Contract maybe executed and delivered.
29. CONSTRUCTION OF CONTRACT: Each party acknowledges that all parties to
this Contract participated equally in the drafting of this Contract and that it
was negotiated at arms length. Accordingly, no Court construing this Contract
shall construe it more strongly against one than another.
30. DISCLOSURES:
A. Radon Gas: Radon is a naturally occurring radioactive
gas that, when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over time. Levels of
radon that exceed federal and state guidelines have been found in buildings in
Florida. Additional information regarding radon and radon testing may be
obtained from the Xxxxxxx County Public Health Unit.
B. Energy Efficiency: Buyer may have determined the
energy efficiency rating of the Building located on the Property.
31. PERIOD OF OFFER AND EFFECTIVE DATE: This offer (or any counter
offer) is revoked if not accepted and notice of acceptance delivered to offer
or within five (5) days of receipt of the offer. The Effective Date of this
Contract shall be the last time either the Buyer or Seller signs or initials
this Contract. Initialed changes must be dated or the latest date set forth on
this Contract shall be deemed to be the Effective Date. A facsimile shall be
deemed an original and offer or acceptance thereby is binding.
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IN WITNESS WHEREOF, the parties have entered into this Contract
effective as of the date as defined in this Contract.
WITNESSES: BUYER
(Corporate Seal)
MARINE NATIONAL BANK OF
NAPLES, a national banking association
As to Buyer:
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
--------------------------- Xxxxxxx X. Xxxxx, President and CEO
Date signed by Buyer: March_____, 2000
---------------------------
WITNESSES: SELLER
(Corporate Seal)
GULF COAST COMMERCIAL
CORPORATION, a Florida corporation
As to Seller: By: /s/ Xxxxxx X. McMace
-----------------------------------
Xxxxxx X. XxXxxx, President
--------------------------- Date signed by Seller: March 3, 2000
---------------------------
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DEPOSIT RECEIPT
Receipt of the initial deposit is acknowledges by direct deposit to trust
account this _____ day of March, 2000, to be held in escrow per terms and
conditions set forth in this Contract.
XXXXXXX & XXXXX LLP
By: /s/ F. Xxxxxx XxXxxxxx, III
------------------------------------
F. Xxxxxx XxXxxxxx, III, Partner
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