AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
This Agreement of Purchase and Sale ("Agreement") is made this 17th day of
September, 1997, by and between United Grocers, an Oregon corporation
("Seller"), and C&K Market, Inc., an Oregon Corporation ("Buyer"), with
reference to the following facts:
A. Seller is the fee owner of that certain parcel of real property which is
improved with a building and other facilities, fixtures, paving and surfacing
thereon or associated therewith (collectively, the "Real Property"). The Real
Property is located at 0000 X. Xxxxxxxxxx Xxxx., in the town of Cloverdale in
the County of Sonoma in the State of California and is more particularly
described in Exhibit A attached hereto and forming a part hereof.
B. Seller desires to sell and Purchaser desires to purchase the Real
Property, and all appurtenant easements and rights, and the Personal Property
(hereinafter defined), on the terms, covenants and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the purchase price set forth herein,
and the other terms, covenants and conditions set forth herein, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is mutually covenanted and agreed by Seller and Purchaser as
follows:
1. Purchase and Sale. On the Closing Date set forth in Paragraph 3(b),
Seller shall convey, or cause to be conveyed, to Purchaser or to Purchaser's
nominee or assignee, and Purchaser or its assignee shall purchase from Seller,
all of the following:
(i) The Real Property, together with all appurtenant easements and
rights, subject to such easements, reservations and agreements as may have
been approved by Purchaser in accordance with Paragraph 4(a);
(ii) The "Personal Property" consisting of (i) all personal property
attached or appurtenant to the Real Property, including without limitation
appliances and HVAC equipment, all as set forth in Exhibit B attached
hereto and
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provided in this Agreement and the same shall be returned to Purchaser.
(b) Subject to the provisions of Paragraph 12 below, Purchaser shall pay to
Seller through Escrow Agent at Closing in immediately available funds (i) the
amount due under the Xxxxxxx Money Note, and (ii) the balance of the Purchase
Price, i.e., the sum of Five Million Three Hundred Seventy-Five Thousand Dollars
($5,375,000), plus (or minus) the net amount of all costs, expenses, adjustments
and prorations to be debited (or credited) to Purchaser pursuant to this
Agreement.
(c) All payments required to be made under this Agreement shall be made in
U.S. funds.
(d) Allocation of the Purchase Price between the Real Property, the
Personal Property and the Intangibles shall be as set forth in Exhibit C
attached hereto and forming a part hereof.
3. Escrow.
(a) Seller and Purchaser have opened an escrow (the "Escrow") with First
American Title Insurance Company of Oregon, 000 X.X. Xxxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxxx, Xxxxxx 00000-0000 ("Escrow Agent") through which the purchase and sale
of the Property shall be consummated. A fully executed copy of this Agreement
shall be deposited with Escrow Agent, duly executed by Seller, Purchaser and
Escrow Agent, and Escrow Agent shall be hereby authorized and instructed to
deliver pursuant to the terms of this Agreement the documents and monies to be
deposited into the Escrow. Escrow Agent may attach to this Agreement as Exhibit
D Escrow Agent's standard form escrow agreement which shall, to the extent that
the same is consistent with the terms hereof, inure to the benefit of Escrow
Agent.
(b) Escrow shall close as soon as practicable after the date hereof but in
no event later than October 1, 1997. If Closing fails to occur for any reason,
including but not limited to Purchaser's disapproval of any of the information
referred to in Paragraphs 4 or 5, the costs relating to the issuance of the
Title Report and Escrow Agent's cancellation fees, if any, shall be paid by
Purchaser. Notwithstanding the foregoing, if Closing fails to occur because of
the failure of Seller to comply with its
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obligations hereunder, in addition to other remedies available to Purchaser at
law or equity, said costs shall be borne by Seller. In any event, each party
shall bear its own incidental costs and expenses, including but not limited to
legal and accounting fees and travel expenses. The term "Closing Date" or
"Closing" as used herein shall be deemed to be the date upon which the
respective Conditions Precedent to Purchaser's Obligation to Close Escrow (set
forth in Paragraph 8 below) and the Conditions Precedent to Seller's Obligation
to Close Escrow (set forth in Paragraph 9 below) have been satisfied, the Grant
Deed (defined herein) is recorded in the office of the County Recorder of Sonoma
County, Oregon, and the net proceeds of sale are held by Escrow Agent for
disbursal to Seller.
4. Title Matters.
As soon practicable after the date hereof, but in no event later than five
(5) days after the date hereof, Escrow Agent shall have delivered or shall cause
to be delivered to Purchaser an ALTA Preliminary Title Report, issued by First
American Title Insurance Company of Oregon ("Title Company"), covering the Real
Property, which may state that it is subject to any matter which would be
disclosed by a survey (the "Title Report"). Purchaser shall have the right to
request copies of all documents evidencing matters of record shown in the Title
Report as exceptions to title to the Property, and may object to any exceptions
contained in the Title Report by giving notice to Seller within the Approval
Period. If Purchaser disapproves of any such exceptions, Seller shall have the
option until 5:00 p.m. on the day which is three (3) days after the expiration
of the Approval Period to elect, in its sole and absolute discretion, to (i)
cure or remove any one or more such exceptions or (ii) terminate this Agreement,
which election must made in writing delivered to Purchaser. If Seller elects to
cure or remove any exception, it shall have until one (1) day prior to Closing
to cure or remove such exception(s). For two (2) business days following
Seller's election to terminate this Agreement, Purchaser shall have the right to
waive its disapproval of any one or more of the exceptions that Seller has not
elected to cure or remove and thereby rescind Seller's election to terminate and
agree to take title to the Property subject to such exceptions. Notwithstanding
any of the foregoing, Seller shall remove or cause to be removed all monetary
liens of record (except only for the liens of the taxes and assessments to be
prorated under
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Paragraph 11(a)(i)), at its sole cost and expense and, if necessary, Seller
shall deliver to Escrow Agent prior to Closing additional funds necessary to
clear title to the Property of such liens. Any exceptions to title not
disapproved by Purchaser, or for which disapproval has been waived by Purchaser,
shall be referred to as "Permitted Exceptions" hereinafter.
5. Approval Period.
(a) Purchaser shall have twenty (20) days from the date hereof to inspect
and approve the condition of the Property (the "Approval Period").
(b) Purchaser shall have until the expiration of the Approval Period in
which to approve or disapprove of the condition of the Property, or to any
exceptions to title to the Property shown on the Title Report. Purchaser's
disapproval must be in writing delivered to Seller prior to the expiration of
the Approval Period. Failure to deliver such written disapproval shall be deemed
Purchaser's approval of the said matters. If Purchaser disapproves any of said
matters with the Approval Period, it shall have the right to terminate this
Agreement by written notice to Seller, in which case the Escrow Payment shall be
returned to Purchaser.
6. Inspections and Approval by Purchaser.
(a) From and after the date hereof, Purchaser and its agents, employees and
contractors shall be afforded full access to the Property during normal business
hours for the purpose of making such investigations as Purchaser deems prudent
with respect to the physical condition of the Property. Seller shall cooperate
fully to assist Purchaser in completing such inspection. However, Purchaser
agrees to hold Seller harmless from and against any loss, cost, damage, claim or
expense suffered by Seller caused by Purchaser's investigations. Purchaser shall
restore the Property to its condition immediately prior to such investigations
if Closing fails to occur for any reason other than Seller's default.
(b) From and after the date hereof until Closing, Purchaser shall be
afforded full opportunity by Seller during normal business hours to examine all
books and records which relate to the Property, including any specifications and
any permits, reports and studies and similar information relating to the
Property or its
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management, operation, maintenance or use (to the extent that they are in
Seller's possession). Purchaser shall have the reasonable right to make copies
of such books and records, and to conduct such review as Purchaser deems
prudent. Purchaser may in addition investigate all matters relating to the
zoning, and compliance with other applicable laws related to the use and
occupancy of the Property,
7. Operation of Property Pending Closing.
(a) Seller shall keep all insurance policies covering the Property in force
and in effect between the date of this Agreement and Closing.
(b) Seller shall have the right to renew or replace Service Contracts which
expire prior to Closing for any term provided that such Service Contracts are
terminable by Seller or its successors in interest upon not more than thirty
(30) days notice to the service provider.
(c) Seller shall manage the Property from the date hereof until Closing in
a first-class manner and shall perform all maintenance work and ordinary repairs
and pay all costs and expenses related thereto in the ordinary course of
business. From and after the date hereof, Seller shall not enter into any new
contracts or agreements for such work which will cost in excess of Five Thousand
Dollars ($5,000.00) without the prior written consent of Purchaser, which
consent shall not be unreasonably withheld. Seller shall comply with all of its
obligations imposed by law or by any other contract or agreement relating to the
operation and maintenance of the Property.
(d) Except for removing any disapproved exceptions to title, Seller shall
do nothing to affect title to the Property.
8. Conditions Precedent to Purchaser's Obligation to Close Escrow.
Purchaser's obligation to close this transaction shall be subject to, and
contingent upon satisfaction or waiver by Purchaser, in writing, of each of the
following conditions:
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(i) Purchaser shall have either affirmatively approved or shall have
been conclusively deemed to have approved those matters set forth in
paragraphs 4, 5 and 6 in respect to which Purchaser has, under the
provisions of this Agreement, a right of inspection and/or approval; or, in
the event Purchaser has delivered written objections to Seller in respect
to any such matters, if in the manner and within the time periods provided
in this Agreement therefor, Seller has agreed to remedy, and has remedied,
such objections prior to Closing or Purchaser has waived same in writing;
(ii) Seller shall have performed all of Seller's obligations under
this Agreement; and
(iv) The Title Company shall be ready, willing and able to issue the
Title Policy;
9. Conditions Precedent to Seller's Obligation to Close Escrow.
The obligation of Seller to consummate the transactions contemplated hereby
is subject to the following conditions, inserted for 8eller's sole benefit and
which may be waived solely by Seller only in writing at its sole option. Said
conditions are as follows:
(i) The representations and warranties of Purchaser contained in this
Agreement, or in any certificate or document signed by Purchaser pursuant
to the provisions hereof, shall be true on, and as of, Closing in all
material respects as though such representations and warranties were made
on, and as of, such date.
(ii) Purchaser shall have performed all of Purchaser's obligations
under this Agreement; and
(iii) The Title Company shall be ready, willing and able to issue the
Title Policy.
10. Closing Procedure.
(a) At least three (3) business days prior to the date of Closing,
Purchaser shall have delivered to Escrow Agent counterpart
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executed originals of the following documents and the following sums of money
required to be delivered by Purchaser hereunder:
(i) If Purchaser assigns its rights as permitted hereunder, similar
evidence as appropriate of any such assignee or nominee, evidencing
authorization and approval of execution by Purchaser and of such assignee
of this Agreement and each of the acts of Purchaser and of such assignee
performed pursuant to the provisions hereof;
(ii) The Purchase Price in the manner set forth in Paragraph 2;
(iii) Such funds as may be necessary to comply with Purchaser's
obligations hereunder regarding prorations, costs and expenses.
(b) At least three (3) business days prior to the date of Closing, Seller
shall have delivered to Escrow Agent counterpart executed originals of the
following documents and the following sums of money required to be delivered by
Seller hereunder:
(i) A deed (the "Grant Deed"), duly executed and acknowledged by
Seller, and a separate declaration of documentary transfer tax in form
satisfactory to Escrow Agent,
(ii) A Xxxx of Sale executed by Seller in favor of Purchaser or its
nominee or assignee (the "Xxxx of Sale") covering the Personal Property;
(iii) A certified copy of resolutions of Seller authorizing the within
transaction;
(iv) Any information reasonably required to enable Purchaser to take
possession of the Property upon Closing. Seller agrees to deliver all keys
to the Property to Purchaser promptly upon Closing;
(c) Provided that Escrow Agent confirms to Purchaser on the day prior to
the Closing Date that, but for the delivery to it of the cash portion of the
Purchase Price, Escrow Agent is ready, willing and able to proceed to closing,
Purchaser shall deliver or cause to be delivered to Escrow Agent by noon,
Portland Oregon
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time, on the Closing Date, the balance of the Purchase Price in the manner set
forth in Paragraph 2 and such funds as may be necessary to comply with
Purchaser's obligations hereunder regarding prorations, costs and expenses. Upon
delivery of said sums of money, Escrow Agent shall cause Title Company to cause
the Grant Deed to be recorded in the Official Records of Sonoma County,
California, and immediately to issue the Title Policy.
11. Prorations.
(a) All revenues, income, receivables, costs, property taxes, expenses and
payables of the Property shall be apportioned equitably between the parties as
of the Closing Date on the basis of a thirty (30) day month, and with respect to
the items enumerated below where a particular manner of apportionment is
provided, then apportionment of such item shall be made in a such manner. The
obligation to make apportionments shall survive the closing. Without limitation
the following items shall be so apportioned:
(i) Real Estate and personal property taxes and any special
assessments, taking into consideration discounts for the earliest permitted
payment, based upon the latest previous tax levies. Such items shall be
reapportioned between Seller and Purchaser if current tax rates differ from
the latest previous tax rates as soon as the same are known. Seller agrees
that, to the extent any additional taxes, assessments or levies are
imposed, assessed or levied against the Property, or any portion thereof,
the Seller or the Purchaser at any time subsequent to losing but with
reference to any period prior thereto, Seller shall promptly pay to
Purchaser an amount equal to such additional assessments or levies; and
(ii) Subject to the provisions of Paragraph 11(c) below, utility
charges levied against Seller or the Property, and Purchaser shall transfer
all such utility services to its name and account as of the Closing Date.
No insurance policies shall be assigned hereunder and accordingly there
shall be no proration of insurance premiums:
(b) The expenses of Closing shall be paid in the following manner:
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(i) Seller shall pay:
(A) The cost of the Title Policy;
(B) One-half (1/2) of any transfer tax imposed on the conveyance
of title to the Property to Purchaser; and
(C) One-half (1/2) of Escrow Agent's Escrow fee.
(ii) Purchaser shall pay:
(A) The recording fee for the Grant Deed;
(B) One-half (1/2) of any transfer tax imposed on the conveyance
of title to the Property to Purchaser; and
(C) Any sales taxes; and
(D) One-half (1/2) of Escrow Agent's Escrow fee.
All other Closing fees and expenses, including but not limited to the
parties' legal expenses, accounting and consulting fees, and other incidental
expenses in connection with this transaction shall be borne by the party
incurring same.
(c) Seller shall make reasonable efforts to cause all utilities furnished
to the Property, including but not limited to electricity, gas, water and sewer,
to be read the day prior to the Closing Date, and Seller shall be responsible to
pay all costs and charges therefor for the period prior to the Closing Date, and
Purchaser shall be responsible to pay all such costs and charges from and after
the Closing Date.
12. Representations, Warranties and Covenants of Seller.
(a) Seller hereby makes the following representations, warranties and
covenants, each of which is stated by Seller as being true and correct on the
date hereof;
(i) Seller has full legal power and authority to enter into and
perform this Agreement in accordance with its terms, and this Agreement
constitutes the valid and binding obligation of Seller, enforceable in
accordance with its
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terms, except as such enforcement may be affected by bankruptcy, insolvency
and other laws affecting the rights of creditors generally. The execution,
delivery and performance of this Agreement and all documents in connection
therewith are not in contravention of or in conflict with any deed of
trust, agreement or undertaking to which Seller is a party or by which
Seller or any of its property, including the Property, may be bound or
affected. The execution and delivery of this Agreement and the performance
by Seller of its obligations hereunder require no further action or
approval in order to constitute this Agreement as a binding and enforceable
obligation of Seller, and all such actions have been duly taken by Seller;
(ii) Seller will deliver good an marketable title to the Property at
Closing free and clear of all liens, claims and encumbrances except the
Permitted Encumbrances;
(iii) Seller is the fee owner of the Property and has good and
marketable title thereto, free and clear of all liens, claims and
encumbrances, except the Permitted Encumbrances;
(iv) To Seller's knowledge, the Property is being operated by Seller
in full compliance with all subdivision, building, and zoning laws, and
Seller has not received any notice of violation of law or municipal
ordinance, order or requirement having jurisdiction or affecting the
Property at the date hereof;
(v) There is presently no claim, action, litigation, arbitration or
other proceeding pending against Seller relating to the Property or the
transactions contemplated hereby and, to Seller's knowledge, there is
presently no claim, governmental investigation or threatened litigation or
arbitration proceedings to which Seller is a party relating to the
Property;
(vi) There are no pending condemnation or annexation proceedings
affecting the Property or any part thereof, or to Seller's knowledge any
intended public improvements which will result in any charge being levied
or assessed against the Property or in the creation of any lien upon the
Property;
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(vii) Seller does not have any liability for any taxes, or any
interest or penalty in respect thereof, of any nature that may be assessed
against Purchaser or become a lien against the Property;
(viii) To Seller's knowledge, there are no facts or conditions which
will result in the termination of the present access from the Property to
any utility services or to existing highways and roads;
(x) The representations and warranties contained in sub-paragraphs
a(i)-a(viii) of this Paragraph 12 are true and correct on the date hereof
in all material respects, and no representation or warranty made by Seller
or in any statement or exhibit required to be furnished hereunder omits or
will omit a material fact necessary to make the statement thereon not
misleading.
(b) If Seller becomes aware of any fact or circumstance which would change
a representation or warranty, then Seller will immediately give notice of such
changed fact or circumstance to Purchaser. Seller shall issue a certificate at
the closing stating that all of the representations and warranties contained in
this Paragraph 12 are true and correct as of said date, except as otherwise set
forth herein.
(c) Upon notification of any fact which would change any of the
representations or warranties contained herein, other than a fact or
circumstance occurring after the date of this Agreement, Purchaser shall have
the option of (i) waiving the breach that would be caused by such change, (ii)
agreeing with Seller to adjust the terms hereof to compensate Purchaser for such
change (although Seller may make such agreement in its sole and absolute
discretion), or (iii) to terminate this Agreement.
13. Representations and Warranties of Purchaser.
Purchaser hereby makes the following representations and warranties, each
of which is stated by Purchaser as being true and correct on the date hereof:
(a) Purchaser is a corporation duly incorporated and validly existing under
the laws of the state of Oregon, and has all
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requisite corporate power and authority to enter into this Agreement and perform
its obligations hereunder. Purchaser has all requisite corporate power and
authority and all material licenses, permits, and authorizations necessary to
own and operate its properties, to carry on its business as now conducted.
(b) The execution, delivery, and performance of this Agreement and all
other agreements contemplated hereby to which Purchaser is a party have been
duly authorized by Purchaser. This Agreement and each other agreement
contemplated hereby, when executed and delivered by the parties thereto, will
constitute the legal, valid, and binding obligation of Purchaser, enforceable
against Purchaser in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, and similar statutes affecting
creditors' rights generally and judicial limits on equitable remedies.
(c) The execution and delivery by Purchaser of this Agreement and all other
agreements contemplated hereby to which Purchaser is a party and the fulfillment
of and compliance with the respective terms hereof by Purchaser, do not and will
not (i) conflict with or result in a breach of the terms, conditions or
provisions of; (ii) constitute a default under; (iii) give any third party the
right to accelerate any obligation under; (iv) result in a violation of; or (v)
require any authorization, consent, approval, exemption, or other action by or
notice to any court or administrative or governmental body pursuant to, the
Articles of Incorporation or Bylaws of Purchaser or any law, statute, rule, or
regulation to which Purchaser is subject, or any agreement, instrument, order,
judgment, or decree to which Purchaser is subject;
(d) Purchaser is not required to submit any notice, report, or other filing
with any governmental or regulatory authority in connection with the execution
and delivery by Purchaser of this Agreement and the consummation of the
transactions contemplated hereby; and (ii) no consent, approval, or
authorization of any governmental or regulatory authority is required to be
obtained by Purchaser or any affiliate in connection with Purchaser's execution,
delivery, and performance of this Agreement and the consummation of the
transactions contemplated hereby.
(e) There are no actions, suits, proceedings, or governmental
investigations or inquiries pending or, to the knowledge of
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Purchaser, threatened against Purchaser or its properties, assets, operations,
or businesses that might delay, prevent, or hinder the consummation of the
transactions contemplated by this Agreement.
14. General Covenants and Agreements of Purchaser and Seller.
14.1 Delivery of Possession. Possession of the Property shall be
delivered to Purchaser upon Closing.
14.2 Damage to or Destruction of Property Prior to Closing; Risk of
Loss. In the event the Property shall sustain damage caused by fire or other
casualty prior to Closing, the Closing shall take place as provided herein
without abatement of the Purchase Price, and there shall be assigned to
Purchaser at Closing all of Seller's interest in and to the insurance proceeds
which may be payable to Seller on account of such occurrence, and Seller shall
have no obligation of repair or replacement. If an uninsured loss or casualty
occurs, Purchaser shall receive a credit at Closing against the Purchase Price
in an amount equal to the cost of repairing or restoring the loss or casualty in
question.
14.3 Condemnation of Property Prior to Closing. In the event that the
Property or any part thereof becomes the subject of a condemnation proceeding
prior to Closing, Seller agrees to immediately advise Purchaser thereof. In the
event of such condemnation, Purchaser shall have the option of (i) taking title
in accordance with the terms and conditions of this Agreement and negotiate with
the condemning authority for the condemnation award and receive the benefits
thereof without affecting the Purchase Price; or (ii) terminating this Agreement
and declaring its obligations hereunder null and void and of no further effect,
in which event all sums theretofore paid to Seller or to Escrow Agent hereunder
shall be returned to Purchaser as set forth herein. Notice of the exercise of
such option hereunder shall be in writing, delivered to Se1ler at the address
set forth in Paragraph 15.6. (or such other address as Seller may have
theretofore designated in writing) at least two (2) days prior to Closing.
14.4 Broker's Commissions. Seller and Purchaser each warrant that
neither Seller nor Purchaser, respectively, negotiated with respect to the
purchase of the Property through any broker, agent, finder, affiliate or other
third party, or incurred any
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liability, contingent or otherwise, for brokerage or finder's fees or agent's
commissions or other like payments in connection with this Agreement, or the
transactions contemplated hereby, and each hereby agrees to hold harmless and
indemnify the other from any and all claims, demands, causes of action or
damages resulting therefrom.
14.5 Further Assurances Prior to Closing. Seller and Purchaser shall,
prior to Closing, execute any and all documents and perform any and all acts
reasonably necessary, incidental or appropriate to effectuate the purchase and
sale and the transactions contemplated in this Agreement.
14.6 Failure to Close. Except as otherwise provided in this Agreement,
in the event Closing does not occur for any reason whatsoever, and after the
parties shall have conformed to the requirements set forth in this Agreement,
the parties shall execute and deliver mutual general releases with respect to
any claims in connection with the transactions contemplated by this Agreement
and evidencing the termination of this Agreement.
14.7 Time of Essence. Time shall be of the essence with respect to the
obligations of the parties hereunder.
[ 14.8 Assignability. Purchaser may assign all of its rights and duties
hereunder to any entity in which Purchaser is, directly or indirectly, a general
partner, without Seller's consent, or nominate any entity to take title to the
Property, upon the giving of written notice to Seller, which notice may not be
given less than three (3) days prior to Closing. Any other assignment may not be
made without Seller's prior written consent, which shall not be unreasonably
withheld. Any such assignment is conditional upon such assignee agreeing to be
bound by all consents and approvals theretofore given or deemed to have been
given by Purchaser, and such assignment or nomination shall not relieve
Purchaser of its obligations hereunder.]
15. Miscellaneous Provisions.
15.1 Successors and Assigns. Subject to the provisions hereof, the
terms and provisions hereof shall be binding upon and inure to the benefit of
the successors and assigns of the parties hereto.
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15.2 Entire Agreement. This Agreement is the entire agreement between
the parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements between the parties hereto with respect thereto. No claim of
waiver, modification, consent or acquiescence with respect to any of the
provisions of this Agreement shall be made against either party, except on the
basis of a written instrument executed by or on behalf of such party.
15.3 Governing Law. This Agreement is to be governed by and construed
in accordance with the laws of the State of California.
15.4 Paragraph Headinqs; References. The headings of the several
paragraphs of this Agreement are inserted solely for convenience of reference
and are not a part of and are not intended to govern, limit or aid in the
construction of any term or provision hereof. References in this Agreement to a
numbered paragraph are to the paragraphs of this Agreement, and the terms
"herein," "hereof" and like terms are references to the Agreement as a whole.
15.5 Attorneys' Fees. If either Seller or Purchaser obtain legal
counsel or bring an action against the other by reason of the breach of any
covenant, provision or condition hereof, or otherwise arising out of this
Agreement, the unsuccessful party shall pay to the prevailing party reasonable
attorneys' fees, which shall be payable whether or not any action is prosecuted
to judgment. The term "prevailing party" shall include, without limitation, a
party who obtains legal counsel or brings an action against the other by reason
of the other's breach or default and obtains substantially the relief sought,
whether by compromise, settlement or judgment.
15.6 Notices. All notices, requests and other communications hereunder
shall be in writing and shall be personally delivered, or deposited in the U.S.
Mail, first class postage prepaid and addressed, to the following addresses:
Seller: United Grocers, Inc.
Xxxx Xxxxxx Xxx 00000
Xxxxxxxx, XX 00000-0000
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first hereinabove written.
Seller: United Grocers, Inc.,
an Oregon corporation
By: /s/ Xxxxxx X. Xxxxxxx
Name:
Title: Asst. Secty
Purchaser: C&K Market, Inc.,
an Oregon Corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: President
AGREED AND ACCEPTED:
Escrow Agent: First American Title Insurance
Company of Oregon
By: ------------------------------
Name: ----------------------------
Title: ---------------------------
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EXHIBIT INDEX
Exhibit A
Real Property Description
Exhibit B
Personal Property Inventory
Exhibit C
Allocation of Purchase Price
Exhibit D
Escrow Agent's Standard Escrow Agreement
PAGE 19 - AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS
