COMMERCIAL REAL ESTATE
SALES AGREEMENT
THIS AGREEMENT ("Agreement") is made this 7th day of October, 1996, by and
between Envirometrics, Inc., a Delaware Corporation ("Seller"), and Xx. Xxxxx X.
Xxxxxx, X,X., ("Buyer").
RECITALS
A. Seller owns that certain parcel or premises of real property known as:
Xxxx X-0, 0000 Xxxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxxx, Xxxxx Xxxxxxxx and more
particularly identified as T.M.S. #000-00-00-000 (hereafter the "Property".
B.
Buyer desires to acquire the Property from Seller and Seller is willing to sell
the Property to the Buyer upon, subject to and in accordance with the terms and
provisions set form In this Agreement. WITNESSETH: NOW, THEREFORF, in
consideration of the sum of One Thousand Dollars ($1,000.00), the receipt and
sufficiency of which are hereby acknowledged, and the mutual covenants of Seller
and Buyer contained in this Agreement, Seller and Buyer agree as follows:
1.
Property. Seller agrees to sell and convey to Buyer, and Buyer agrees to
purchase from Seller, the Property in fee simple.
2. Purchase Price. The
purchase price for the Property (the "Purchase Price") shall be Five Hundred
Seventy Five Thousand and no/100s Dollars ($575,000.00). The Purchase Price
shall be paid by Buyer to the Seller in the following manner:
(A) Deposit. Immediately upon execution of this Agreement by all parties,
the Buyer shall tender to XxXxxxx Xxxx, P, C., as Escrow Agent, the sum of One
Thousand Dollars ($1,000.00) to be held as a Deposit for Buyer's performance
under this Agreement, which sum shall be applied to the purchase price at
settlement or refunded to the Buyer in the event that the Agreement is timely
terminated because of a defect in title, or because of the termination of this
Agreement pursuant to the terms thereof.
(B) Balance of Purchase Price- Buyer shall pay to Seller at Closing the
amount of the Purchase Price remaining due as of Closing after payment by Buyer
of the Deposit, as follows:
$433.000.00 (a) -Third Party First Trust: This sale is subject to Buyer
obtaining a conventional loan secured by a first deed of trust lien on the
Property in the principal amount of $433,000.00 hearing interest at a fixed rate
not exceeding 10.0% per year, amortized over a term of not less than 20 years,
and requiring not more than a total of 1.5 loan discount points, excluding a
loan origination fee.
$1,000.00 Deposit: See Paragraph A above.
$141,000.00 Balance of the Purchase Price: To be paid by Purchaser at
Settlement
$575,000.00 Total Purchase Price: This Contract is contingent upon Buyer
obtaining a written commitment or commitments, as the case may be, for the third
party financing required above. Buyer agrees to make written application for
such financing within 5 business days of the date of acceptance of the Agreement
and to diligently pursue obtaining a commitment therefore.
(b) In the event that Buyer does not obtain such a written commitment and
so notifies Seller or Selling Broker or the Listing Broker in writing before
5:00 P.M. local time on November 15, 1996, then this contract shall terminate
upon the giving of such notice and the Deposit shall be refunded to Buyer.
3. Closing. The conveyance of the Property and the payment of the balance
of the Purchase Price ('Closing') shall take place at the office of the Buyer's
title company or settlement attorney, during normal business hours, within
thirty (30) days following the expiration of the Feasibility Period as hereafter
defined, unless the parties mutually agree in writing to extend the date for
Closing to a subsequent date certain. At Closing, Seller shall also deliver to
Buyer a General Warranty Deed; standard No-Lien Affidavit; FIRPTA certification
any other documents reasonably necessary to convey marketable title to the
Property to Buyer.
4. Closing Adjustments. Real estate taxes, including special assessments,
shall be prorated between Buyer and Seller as of the date of settlement,
according to the number of days in the year each party owns the Property. Seller
shall pay any statutory grantor's or transfer tax on deed. All other Clerk's
fees and transfer taxes and recordation taxes shall be paid for by the Buyer.
Buyer shall pay for all costs of its survey, title insurance, attorney's fees
and other incidental costs of Settlement.
5. Possession. Possession of the Property shall be given to Buyer at
Closing, subject only to those tenancies accepted and approved by Buyer in
writing prior to settlement, which approval shall be a material condition of
Buyer's performance hereunder. It is agreed by the parties that BUYCr'3
performance hereunder shall be further conditioned upon acceptance and approval
by Buyer of a leaseback lease agreement to Seller at settlement upon terms and
conditions mutually acceptable to the parties.
6. Conveyancing. At Closing and upon payment of the Purchase Price as
provided for in this Agreement, Seller shall convey the Property to Buyer in fee
simple by a general warranty deed. Seller shall convey marketable fee simple
title to Buyer, subject only to: (A) the lien for real estate taxes not yet due
and payable; (B) existing easements for public utilities recorded among the Land
Records- (C) such tenancies as Buyer shall have given prior written consent to
following disclosure by Seller; and, (D) restrictions, covenants and other
matters affecting title (other than mortgages, mechanics' liens and other
matters that may be discharged by the payment of money at Closing, which Seller
covenants to do), recorded among the Land Records as of the date of this
Agreement.
7. Marketability of Title: Seller covenants that the title to the Property
is marketable and free from valid objections. The Seller shall deliver to the
Buyer, upon settlement, a duly executed and acknowledged Deed of Bargain and
Sale, with General Warranty of Title, subject only to those easements,
conditions and restrictions which do not constitute objections to the title to
the Property. In the event an examination of title shall reveal any objection or
circumstances adversely affecting the marketability of title to the Property,
the Buyer shall promptly notify the Seller in writing prior to the expiration of
the Feasibility Period of such defects; and, Seller shall remove at Seller's
expense any such defect or circumstances adversely affecting the marketability
of title on or before the settlement date. If Seller is unable or refuses to
remove the Buyer's objections to marketability of title, then this Agreement
shall terminate, the Deposit shall be released to Buyer and both Buyer and
Seller shall thereafter be relieved from further liability under this Agreement.
In the event Seller is unable or refuses to remove the buyer's objections to
title, then in that event the Buyer shall have the option to accept title with
said objections with an acceptable offset or adjustment in the sales price and
may proceed to Closing in accordance with the terms of this Agreement.
8. Feasibility Period: Within thirty (30) days following execution of this
Agreement by both parties (the 'Feasibility Period"), Buyer, at its sole
expense, shall complete necessary inspections or inquiries of any kind relating
to the Buyer's intended use of the Property. These inspections shall include,
without limitation, completion and review of an acceptable Phase 1 Environmental
Report.
In the event that the Buyer determines for any reason that the Property is
not acceptable for Buyer's purposes, Buyer shall give written notice thereof to
Seller within the Feasibility Period; and, upon receipt of such timely notice
from Buyer, the Deposit shall be immediately released to ]3uyer, this Agreement
shall terminate and both Buyer and Seller shall thereafter be relieved from
further liability under this Agreement. Buyer hereby agrees to indemnify and
hold Seller harmless from any and all claims for loss, damage or injury
resulting to Buyer, its agents, employees, invitees, licensees, third parties,
etc. or to the Property, relating to or resulting from inspections by or on
behalf of Buyer at the Property. Seller agrees to cooperate with Purchaser to
facilitate the Purchaser's various inspections of the Property and, to the
extent available, Seller %hall provide Purchaser with a copy of any existing
prior surveys, title policies, environmental audits or studies, zoning
information or other related information in the Seller's possession with regard
to the Property.
Buyer's performance hereunder shall be further conditioned upon acceptance
by Seller of Buyer's offers to purchase those parcels owned by Seller and
identified as:
0000 Xxxxxxx Xxxxx (Xxx 00)
Xxxxxxx, Xxxxxxxx Xxxxxx, X.X. (T.M.S. #000-00-00-000)
and 0000 Xxxxxxx Xxxxx (Lot 10)
Berkeley Business Center,
Hanahan, Berkeley County, S.C. (T-M-S- #266-0592-071).
9. Seller's Representations. Seller represents and warrants to Buyer as of
the date hear and as of Closing that: Seller owns marketable fee simple title to
the Property; Seller has the authority to execute this Agreement and to transfer
marketable fee simple title to the
Property to Buyer;
To the best of Seller's knowledge and belief, there are no existing
violations of any laws or regulations of applicable governmental authorities
affecting the , no governmental actions pending nor, to the best of Seller's
knowledge, being threatened against Seller or the Property, except that certain
taking proposed by the Virginia Department of Transportation, which has been
disclosed previously by Seller to Buyer;
There are no suits or other legal proceedings pending, nor to the best of
Seller's knowledge and belief threatened or reasonably anticipated against
Seller with respect to the Property or affecting the Property before any Court
or governmental authority;
Seller hereby covenants that the Property in its present condition complies
with all requirements of all state, local and federal governmental agencies with
regards to the presence and use of compacted soils and/or fill upon the
Property. Seller represents and warrants that no hazardous or toxic materials as
those terms are defined in any applicable federal, state of local laws or
regulations ("Hazardous Materials'), have been used, discharged, stored on or
about the Property. Seller further warrants that he has no actual knowledge of
the presence of any hazardous environmental materials located upon or under the
Property; and, there are no storage tanks located on or below the Property.
10. Notices. All notices and requests or permitted hereunder shall be sent
by United States certified mail, return receipt requested, or by hand delivery
and, to be effective, 3haU be actually received by the party entitled to such
notice. To Seller: Envirometrics, Inc.
To Sellers Agent: Palmetto Properties, Inc.
To Buyer: Xx. Xxxxx X. Xxxxxx, M.D.
and to: X. Xxxxx Xxxxxxxx, Esquire
XxXxxxx Xxxx, P.C.
000 Xxxxxxxx Xxxxxx, XX xx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
To Buyer's Agent: Xxxx Xxxxx
Such addresses may be changed at any time and from time to time by like
written notice given by either MM to the other,
11. Brokers. Buyer and Seller represent and wan-ant that they have dealt
with no Realtor or broker in connection with this Agreement other than Xxxxx
Development Corporation which shall be paid a commission to be paid by Seller in
the amount of eight percent (8%) of the purchase price.
12. Cost of Litigation. In the event of litigation between Buyer and Seller
arising out of this Agreement, the party which substantially prevails in such
litigation shall be entitled to recover from the other party the reasonable cost
of such litigation, including court costs and reasonable attorney's fees through
the appellate levels.
13. Entire Agreement and Modification. This Agreement embodies and
constitutes the final and entire Agreement between Buyer and Seller and neither
party shall be bound by any terms, covenants, conditions, representations or
warranties not expressly contained herein. This agreement may not be altered,
changed or amended except by an instrument in writing, executed by both parties
hereto.
14. Applicable Law . This Agreement shall be governed, construed and
enforced according to the laws of the State of South Carolina.
15. Headings. Descriptive headings are for convenience only and shall not
control or affect the meaning or construction of any provision of this
Agreement.
16. Counterparts . This Agreement may not be executed in any number of
counterparts and each such counterpart shall be deemed to be an original,
but all such counterparts together shall constitute one Agreement.
17. Interpretation. Whenever the context shall require, the singular
shall include the plural, the plural the singular, and the use of any
gender shall be applicable to all genders.
18. Severability. If any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof, and this
Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.
19. Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.
Each party agrees to furnish the other, upon demand, a corporate resolution
or other appropriate and customary documentationevidencing the due
authorization of such party to enter Into this Agreement and consummate the
transaction contemplated hereunder.
20. Section 1031 Exchange. The parties acknowledge and agree that the
Buyers' purchase of the above described real Property from Seller is
intended to be an interdependent part of an overall plan to effect a
like-kind exchange for a Replacement Property as designated by Buyers in
accordance with 1301 of the Internal Revenue Code.
21. Assignment. The parties acknowledge that Buyer may assign his
interest in the Contract, including an assignment to a qualified
intermediary contemplated under Internal Revenue Code 1. 1031 (k)-l (k).
Seller hereby agrees to execute any documents necessary to complete
'Buyer's intended 1301 exchange.
22. Offer by Buyer. This Agreement constitutes an offer by Buyer to
purchase the, Property and unless sooner terminated or withdrawn this offer
shall expire unless three (3) fully executed copies of this Agreement are
received by Buyer by 5:00 P.M. Eastern Time on October 8 , 1999).
IN WITNESS WHEREOF and with the intent to be legally bound, the
Parties hereto have executed this Agreement the day and year first written,
under seal, with the intent that it be a sealed instrument.
WITNESS: BUYER:
Xx. Xxxxx X. Xxxxxx, M.D. (Seal)
SELLER: Envirometrics, Inc.
By: (Seal)