AGREEMENT OF PURCHASE AND SALE
This Agreement of Purchase and Sale ("Agreement") is
made effective this 28th day of December, 2001, by and
between STANDARD LIFE INSURANCE COMPANY OF INDIANA
("Seller"), an Indiana corporation, and STANDARD
MANAGEMENT CORPORATION ("Buyer"), an Indiana corporation.
W I T N E S S E T H
WHEREAS, Buyer wishes to purchase, and Seller wishes
to sell, the real property and buildings and appurtenances
constructed thereon (collectively, the "Property") more
particularly described on Exhibit A hereto; and
WHEREAS, Buyer and Seller wish to set forth the terms
and conditions of such sale;
NOW, THEREFORE, in consideration of the mutual
covenants and agreements herein contained, and other good
and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, it is agreed as follows:
PARAGRAPH 1.1 - SALE AND PURCHASE OF PROPERTY.
Subject to the terms and provisions hereof, Seller agrees to
sell to Buyer, and Buyer agrees to purchase from Seller, fee
simple title to the Property, together with any reversionary
rights therein and all rights in and to the easements
appurtenant thereto, including, without limitation, the
easement rights and reversionary rights to the center line
of all public roads, streets and ways bounding the Property,
if any. It is understood that the Property is a subdivided
portion of a larger piece of real property (the "Campus")
owned by Seller and purchased for purpose of development of
office buildings, and that the portion of such Campus which
is not passing to Buyer subject to this Agreement is to be
retained by Seller (as more specifically set forth in
Exhibit B hereto, and hereinafter referred to as the
"Retained Property"), subject to a Development Plan
previously filed by Seller.
PARAGRAPH 2.1 - CONSIDERATION. As consideration for
the conveyance of the Property, Buyer shall pay to Seller,
at Closing, the sum of Nine Million, Three Hundred Seven
Thousand, Nine Hundred Eighty-Five and 00/100 Dollars
($9,307,985.00) (hereinafter the "Purchase Price"),
payable in cash or in immediately available funds at
Closing.
PARAGRAPH 3.1 - PERMITTED ENCUMBRANCES. The
conveyance of the Property shall be free and clear of all
liens, leases, easements, restrictions, covenants,
encroachments and reservations, except as more particularly
described in Exhibit C attached hereto which are hereinafter
referred to as the "Permitted Encumbrances".
PARAGRAPH 4.1 - SURVEY. Concurrently with the
execution of this Agreement, Seller shall furnish to Buyer
and to Buyer's mortgagee a land description and survey of
the Property and the Retained Property, both certified as to
a current date and prepared by Mid-States Engineering, LLC.
Such surveys shall be certified to Buyer, to Buyer's lender,
and to the Title Company hereinafter referred to and shall
show all adjacent public streets and roadways, the exact
location of all curb cuts, access roads and entry points of
all utilities to the Property and/or the Retained Property,
the exact location of any easements appurtenant thereto, the
exact location of any recorded or visible easements on or
servicing the Property and the location of any and all
drainage and utility lines on or servicing the Property.
The survey shall also certify to the Buyer's lender and the
Title Company, and any other persons or entities that Buyer
may request, that no portion of the Property or the Retained
Property lies within a federally designated flood plain, and
that there are no encroachments either onto or off of the
Property except as shown.
PARAGRAPH 5.1 - TITLE INSURANCE. At the Closing,
Seller shall furnish Buyer and Buyer's lender, at Buyer's
expense, with owner's and lender's policies of title
insurance (the "Title Policies") issued by Chicago Title,
LLC (the "Title Company") on the standard forms in use in
the State of Indiana, insuring good and marketable title to
the Property and improvements thereon in the Buyer as of the
date of Closing, in the amount of the Purchase Price,
subject only to the Permitted Encumbrances. The standard
printed exceptions shall be deleted from such policies at
Closing. The Title Policies shall also insure that the
Property is properly zoned for the developments and
buildings situated thereon, and that the Property has
ingress and egress to and from immediately adjacent public
streets.
PARAGRAPH 6.1 - DELIVERY OF TITLE. Seller covenants
and agrees to deliver to Buyer, at Closing, a Warranty Deed
("Deed"), properly executed and acknowledged by an
authorized representative of Seller, and conveying good and
marketable title to the Property to the Buyer, subject only
to the Permitted Encumbrances.
PARAGRAPH 6.2 - DOCUMENTATION AT CLOSING FROM SELLER.
Seller further agrees to deliver to Buyer, at Closing, the
following instruments, properly executed and acknowledged.
(a) A resolution of Seller's shareholders and
directors authorizing this transaction.
(b) A vendor's affidavit on the form published
by the Indianapolis Bar Association;
(c) A certificate which complies with Indiana's
Responsible Party Transfer Law ("IRPTL
Certificate") or certification that such an
IRPTL Certificate is not required under
applicable law;
(d) Such evidence or documents as may reasonably
be required by the Buyer or the Title Company
evidencing the authority of the person or
persons who are executing the various
documents on behalf of Seller in connection
with the sale of the Property.
PARAGRAPH 6.3 - DOCUMENTATION AT CLOSING FROM BUYER.
At Closing, Buyer agrees to furnish the following to
Seller.
(a) The Purchase Price in cash or immediately
available funds.
(b) Any other documents as may be required by
Seller or the Title Company, properly
executed and acknowledged.
PARAGRAPH 7.1 - REPRESENTATIONS AND WARRANTIES OF
SELLER. As an inducement to Buyer to enter into this
Agreement, Seller hereby makes the following
representations and warranties to Buyer, each of which shall
be true as of the date of this Agreement and as of the date
of Closing and each of which shall be deemed to be
independently material, to have been relied upon by Buyer,
the truth and accuracy of which shall be a condition
precedent to Buyer's obligations hereunder and which
representations and warranties shall survive the Closing
hereunder:
(a) With the exception of that certain Lease
Agreement from Buyer to Seller for a portion
of the Property which shall be executed
concurrently herewith at Closing, Seller has
no knowledge of any existing Leases of any
kind covering any part of the Property, and
has entered into none.
(b) To Seller's knowledge: (i) there is no
action, suit, proceeding or claim affecting
the Property or any portion thereof relating
to or arising out of the ownership,
management, use or occupancy of the Property
which is pending or is being prosecuted in
any court ot by or before any federal, state,
county or municipal department or commission,
board, bureau, agency or other governmental
or quasi-governmental agency; (ii) there is
no such matter pending or claim threatened or
presently being asserted; (iii) there is no
proceeding pending or being prosecuted, or
currently threatened, for the increase of the
assessed valuation of taxes on or relating to
the Property.
(c) Except as disclosed on Exhibit D hereto, no
work has been performed or is in progress, or
will be in progress, as of the date of the
Closing, and no materials have been furnished
to the Property or any portion thereof which
might give rise to mechanic's, materialmen's
or other liens against the Property or any
portion thereof, except for work for which
Seller is obligated to and will make payment
contemporaneously with the Closing.
(d) Seller shall promptly notify Buyer, in
writing, of the occurrence of any event of
which Seller has knowledge which may change
or vary the state of fact or any
representation, warranty, or covenant made
herein.
(e) Except as disclosed on Exhibit E hereto, to
Seller's knowledge there are no underground
tanks or pipelines below the surface of the
Property or the Retained Property. To
Seller's knowledge no chemical or hazardous
wastes or toxic substances exist, have been
released into or deposited upon or below the
surface of the Property or the Retained
Property or exist or have been released into
any water systems on or below the surface of
the Property or the Retained Property.
(f) Seller has not made any contract to sell all
or any portion of the Property to any person
or firm other that Buyer, and Seller has not
given any other person or firm an option
which is presently exercisable to purchase
all or any part of the Property.
(g) Seller has acquired, as a condition precedent
for Closing, all necessary approvals of this
Purchase Agreement, the associated Master
Lease Agreement, and any other related
documents necessary for this transaction,
from the Indiana Insurance Department and any
other interested regulatory agencies or
departments.
PARAGRAPH 8.1 - CLOSING. This Agreement shall be
closed (the "Closing") in the offices of Buyer or such
other location agreed upon by Buyer and Seller at such time
and on such date as may be designated in notice given by
Buyer, but not later than December 31, 2001, unless
otherwise provided herein, all conditions of this Agreement
having been first satisfied and all covenants and agreements
herein to be performed prior to Closing having been
satisfied or performed.
PARAGRAPH 8.2 - CURE OF DEFECTS AND OBJECTIONS BY
SELLER. Seller shall cure any objections to the Title
Commitment or the survey made by Buyer and any liens,
encumbrances or other matters which are not included among
the Permitted Encumbrances. In the event Seller is unable
to cure any such objection within thirty (30) days after
notice thereof from Buyer, Buyer shall have the right at its
option to terminate this Agreement without penalty.
PARAGRAPH 9.1 - ADJUSTMENTS AT CLOSING.
(a) Buyer assumes and agrees to pay all real
estate taxes due and owing on the Property
after Closing.
(b) Casualty and other related insurance on the
Property held by Seller shall be canceled or
transferred as of the date of Closing to be
replaced by insurance to be held by Buyer.
(c) At Closing, Seller agrees to pay all costs
of existing loans and recording the releases,
Indiana gross income tax, recording costs
customarily paid by sellers in Xxxxxxxx
County, Indiana, one-half (1/2) of the
closing costs charged by the Title Company
and any other expense which is the obligation
of Seller under this Agreement. At Closing,
Buyer shall pay all expenses incident to any
loan obtained by Buyer, the closing fee
charged by the Title Company, recording costs
customarily paid by buyers in Xxxxxxxx
County, Indiana, one-half (1/2) of the
closing costs charged by the Title Company,
and any other expense which is the obligation
of Buyer under this Agreement.
PARAGRAPH 10.1 - ASSUMPTIONS AND INDEMNITIES. Seller
and Buyer agree to indemnify and hold each other,
respectively, harmless of and from any breach of this
Agreement and all liabilities, claims, demands and
expenses, or any kind or nature (except those items which by
the terms of this Agreement specifically become or are
enumerated as an obligation of one of the parties hereunder)
arising or accruing, with respect to Seller's
indemnification of Buyer, on or before the date of Closing;
and with respect to Buyer's indemnification of Seller, after
the date of Closing, and which are in any way related to the
ownership of the Property, and all expenses related thereto,
including, without limitation, court costs and attorney's
fees.
PARAGRAPH 11.1 - NOTICE. All notices, demands, or
other communications of any type (hereinafter collectively
referred to as "Notices") given by one of the parties
hereto to the other, whether required by this Agreement or
in any way related to the transaction contracted for herein,
shall be in writing and hand-delivered to the person to whom
the notice is directed, or sent via U.S. Mail, valid upon
receipt. If to Buyer, notice shall be addressed to:
Standard Management Corporation
00000 X. Xxxxxxxxxxxx
Xxxxxxxxxxxx, XX 00000
with a copy to Xxxxxxx X. Xxxxx, Esq., at the same address;
and if to Seller, notice shall be addressed to:
Standard Life Insurance Company of Indiana
00000 X. Xxxxxxxxxxxx
Xxxxxxxxxxxx, XX 00000
with a copy to Xxxxxxx X. Xxxxx, Esq., at the same address.
Either party hereto may change the address for Notices
specified above by giving the other party five (5) days
advance written notice of such change.
PARAGRAPH 12.1 -- MISCELLANEOUS.
(a) The effective date of this Agreement shall
be the date specified on page one (1) hereof.
(b) This Agreement shall not be assignable by
either party hereto.
(c) This Agreement shall be construed and
interpreted in accordance with the laws of
the State of Indiana, excluding the conflicts
of laws provisions thereof. The parties
agree that, in the event of any dispute under
this agreement, venue and jurisdiction are
proper in the courts of Xxxxxx County,
Indiana.
(d) This Agreement may not be further modified
except by an amendment in writing and
executed by both parties.
(e) Each person executing this Agreement
warrants and represents that he is fully
authorized on behalf of his respective
principal to do so.
(f) Possession of the Property shall be delivered
to the Buyer at Closing, subject only to
Permitted Encumbrances and the terms and
conditions hereof.
(g) Each photocopy of facsimile copy of the
executed signature page of this document
shall have the same full force and effect as
an original executed instrument.
EXECUTED by Seller this ______ day of ____________, 20__.
STANDARD LIFE INSURANCE COMPANY OF INDIANA
By:_________________________________
Its:_________________________________
EXECUTED by Buyer this ______ day of _____________, 20__.
STANDARD MANAGEMENT CORPORATION
By:_________________________________
Its:_________________________________
