CONTRACT OF SALE OF REAL ESTATE
THIS
CONTRACT is entered into effective as of November 20, 2006,
between CHYMIAK INVESTMENTS, L.L.C., an Oklahoma limited liability company
(the
"Seller") and ADDVANTGAGE TECHNOLOGIES GROUP, INC., an Oklahoma corporation
(the
"Buyer"). Upon approval of this Contract by both Seller and Buyer, a valid
and
binding contract of sale shall exist; the terms and conditions of which are
as
follows.
1. SALE.
Seller agrees to sell
and convey to Buyer, by an executed and acknowledged Special Warranty Deed,
subject only to reasonable utility easements and building restrictions of
record, and Buyer agrees to purchase the following described improved commercial
real estate tract (the Property), together with all improvements and building
thereon located at 0000 Xxxx Xxxxxxx, Xxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxxxx,
as
more particularly described on Exhibit A annexed hereto.
2. PURCHASE
PRICE. The total
purchase price is $3,250,000.00. The purchase price shall be paid by the
Buyer
to the Seller at closing by Seller financing as described in paragraph 4
below,
upon delivery of the Warranty Deed at the Closing, unless otherwise provided
in
this Contract.
3. PERSONAL
PROPERTY/FIXTURES.
All existing fixtures and fittings that are attached to the Property are
INCLUDED IN THE PURCHASE PRICE (unless excluded below), and shall be transferred
free of liens. Such items may include, but are not limited to, existing
electrical, lighting, plumbing and heating fixtures and in-ground landscaping
including trees/shrubs.
4. FINANCING.
Buyer shall be
responsible for obtaining any such third party financing of the entire purchase
price as deemed necessary or appropriate by Buyer, in its sole discretion,
on an
AS IS WHEREAS basis in all respects without any express or implied warranties
or
representations from Seller, including without limitation, warranties for
fitness for the particularl purpose intended or otherwise, all of which are
expressly and knowingly waived by the Buyer.
5. EFFECTIVE
DATE OF TIME PERIODS
SPECIFIED IN CONTRACT ("Effective Date"). The Effective Date of this
Contract shall be the date upon which it has been executed by all parties.
For
the purpose of this Contract, the day immediately following the date set
out in
this paragraph shall be counted as day one (1).
6. DISCLAIMER,
DISCLOSURE,
INSPECTIONS. The Seller, Seller's agents, and Seller's
representatives, are not experts regarding the condition of the
Property. No representations regarding the condition of Property, or
environmental hazards, are expressed or implied.
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(A)
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Inspection
and Review Time Period. Buyer shall have ten (10)
days from the Effective Date to perform any of the inspections
and
investigations set out in (A)1(i) through (vi) and (A)2
below.
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1. Buyer,
at Buyer's expense, shall have the
right to enter upon the Property, together with an engineer, architect,
professional craftsman, inspector and/or any other persons, to conduct the
following inspections and investigations:
(i) Flood,
Storm Run Off Water, Storm Sewer Backup or Water
History.
(ii) Roof,
structural members, roof decking, cover (shingles,
slate, tile).
(iii) Hazard
Insurance (Property insurability).
2. Structure.
Buyer, at
Buyer's expense, shall have the right to enter upon and have the Property
inspected by a professional architect or a professional engineer registered
in
the State of Oklahoma and selected by Buyer, and/or such other professional
craftsmen as Buyer may deem necessary.
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Cancellation
and Release of Contract. If Buyer
has any objection to the Property based on the results and findings
of
such inspections, investigations and information described in Paragraph
6(A)1(i through iii) and 6(A)2, Buyer shall have the right to cancel
and
terminate this Contract by delivering written notice stating the
Buyer's
objections to the Property to Seller within forty-eight (48) hours
of the
time period specified in Paragraph 6(A), in which event this Contract
shall be null and void.
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Regardless
of whether
Buyer investigates and/or has inspections of the Property performed, if Buyer
fails to deliver the above written notice to Seller within forty-eight (48)
hours of the time period specified in Paragraph 6(A), Buyer accepts all portions
of the Property which are subject to Buyer's right of inspections in Paragraph
6(A), in the condition or state which existed at the expiration of the time
period stated in Paragraph 6(A).
7. DELIVERY
OF PROPERTY INSPECTION
REPORTS AND TEST RESULTS. Upon receipt by Buyer, Buyer shall deliver to
Seller a copy of any and all written inspection reports obtained by the Buyer
pertaining to all portions of the Property which are subject to Buyer's right
of
inspections.
8. COST
OF
INSPECTIONS/REINSPECTIONS. The cost of any and all inspections,
investigations and reinspections shall be paid by the Buyer.
9. RISK
OF LOSS. Until Closing
or transfer of possession, risk of loss to the Property, ordinary wear and
tear
excepted, shall be upon Seller; form and after Closing or transfer of
possession, such risk shall be upon Buyer.
10. ACCEPTANCE
OF PROPERTY.
Unless otherwise agreed upon, in writing, Buyer, by Closing or taking possession
of the Property, shall be deemed to have accepted the Property in its then
condition. No warranties, expressed or implied, by Seller, Seller's agents,
and
Seller's representatives with reference to the condition of the Property
shall
be deemed to survive the Closing.
11. TITLE:
Within fifteen (15)
days after the date of this Contract, Seller shall provide to Buyer at Seller's
expense an abstract of title (the "Abstract") certified within 180 days before
the closing date. Buyer shall have ten (10) days after receipt of the Abstract
in which to furnish Seller notice in writing of any objections thereto. No
matter shall be construed as a valid objection to the title under the Contract
if it is deemed not to be a valid objection under the Real Estate Title
Examination Standards of the Oklahoma Bar Association, where applicable.
Buyer
shall take title subject to all plat restrictions and covenants and reasonable
easements of record. In case of valid objections to the title, Seller shall
have
twenty (20) days or such additional time as may be agreed to in writing by
Seller and Buyer to satisfy such objections. Seller shall have no obligation
to
cure such objections. If such valid objections cannot be satisfied within
the
time specified in this paragraph, or Buyer does not waive the requirement,
this
Contract shall be of no further force and effect.
12. CLOSING:
The Closing shall
be held on or before the lapse of thirty (30) days after the Effective Date,
at
the offices of Seller unless mutually extended in writing by Seller and Buyer.
If valid title objections require correction, Closing shall be extended for
the
time permitted under this Contract. At Closing, Seller shall deliver to Buyer
a
duly executed and acknowledged special warranty deed conveying the Property
to
Buyer upon payment of the Purchase Price. Buyer shall deliver the entire
purchase price in accordance with paragraph 4 above. Buyer shall pay documentary
stamps assessed on the special warranty deed and the recording fee for the
special warranty deed. Unless otherwise agreed in writing, possession shall
be
transferred at Closing.
13. TAXES
AND PRORATIONS
(A) Seller
shall pay in full: (i) all special
assessments against the Property upon the date of Closing, whether or not
payable in installments; (ii) all taxes, other than general ad valorem taxes
for
the current calendar year, which are a lien on the Property upon the date
of
Closing, including the cost of documentary stamps to be attached to the Deed;
and (iii) the cost of any item of workmanship or material furnished on or
prior
to the date of Closing which is, or may become, a lien on the Property.
(B) Unless
otherwise specified in this
Contract, the following items shall be prorated between the Seller and Buyer
as
of the date of Closing: (i) rents, if any; (ii) mandatory dues or assessments,
if any; and (iii) general ad valorem taxes for calendar year 2005 and earlier;
provided, however, Buyer shall be solely responsible for the
payment
of all general ad valorem and property taxes for calendar year 2006, including
the portion of calendar year 2006 prior to the Closing Date and Seller shall
have no liability or responsibility in connection therewith, for all of which
Buyer hereby indemnifies and holds Seller harmless.
14. BREACH
OR FAILURE TO
CLOSE. If, after the Seller has performed Seller's obligations under
this Contract, and if, within five (5) days after the date specified for
Closing
under this Contract, the Buyer fails to make payments, or to perform any
other
obligations of the Buyer under this Contract, then the Seller may pursue
any
other legal or equitable remedy for the breach of this Contract by the Buyer.
If
the Buyer performs all of the obligations of Buyer, and Seller breaches this
Contract or fails to perform any of Seller's obligations, then Buyer shall
be
entitled to pursue any other legal or equitable remedy.
15. BINDING
EFFECT AND
ENFORCEMENT. This Contract shall be executed as set out in Paragraphs
15 (A) and when executed by both Seller and Buyer, shall be binding upon
and
inure to the benefit of Seller and Buyer, their successors, and assigns.
This
Contract sets forth the complete understanding of Seller and Buyer and
supersedes all previous negotiations, representations, and agreements between
them, their agents, and representatives. This Contract can only be amended
or
modified by a written agreement signed by Seller and Buyer.
Before
this Contract shall be binding and can be enforced by either
party, the following acts of execution, disclosure and delivery shall be
completed.
(A) Execution
and Delivery of Contract
Documents, Counterparts. The parties agree that the Contract between
them shall be evidenced by either a single executed Contract upon which each
of
them shall place their signatures, or by each of them placing their signatures
on separate complete (carbon, photo or fax) copies, "counterparts" of the
Contract documents. The Contract shall be binding only upon the delivery
to each
party of either (i) a Contract containing the original signature of both
parties; or (ii) a counterpart containing either the original or a copy of
the
signature of the other party.
16. APPLICABLE
LAW: This
Contract has been executed and prepared in accordance with and shall be governed
by the laws of the State of Oklahoma without regard to its conflicts of laws
principles.
17. LITIGATION
EXPENSE: In the
event either party hereto commences litigation against the other to enforce
its
rights hereunder, the prevailing party in such litigation shall be entitled
to
recover from the other its reasonable attorneys fees and expenses incidental
to
such litigation.
18. NO
BROKER COMMISSION DUE:
In connection with the sale by the Seller and the purchase by the Buyer,
each of
the Seller and the Buyer represent and warrant to the other that no real
estate
brokers commission or fee is due and owing or shall be due and owing at or
at a
result of the Closing contemplated hereby and each of the Seller and the
Buyer
hereby indemnifies and holds harmless the other party hereto for any such
brokers commission or fee incurred thereby or due and owing as a result of
the
closing of this transaction.
APPROVED
BY BUYER: APPROVED
BY
SELLER:
This
20th day of November , 2006 This
20th day of November, 2006
ADDVANTAGE
TECHNOLOGIES, CHYMIAK
INVESTMENTS, L.L.C.
GROUP,
INC.
By________________________________ By_________________________________
____________________(name) _____________________(name)
____________________(title) _____________________(title)
EXHIBIT
A
(Legal
Description)
Xxx
Xxx (0), Xxxxx Xxx (0), XXXXX XXXXXXX, a subdivision in the East
Half (E/2) of the Northwest Quarter (NW/4) of Section Thirteen (13), Township
Eighteen (18) North, Range Fourteen (14) East, in the City of Broken Arrow,
Tulsa County, State of Oklahoma, according to the recorded Plat
thereof.
