AGREEMENT
STATE OF GEORGIA
COUNTY OF XXXX
WHEREAS, Efficiency Lodge, Inc. (hereinafter "Efficiency")
is a corporation organized under the laws of the State of
Georgia; and
WHEREAS, Town Center Lodge, Inc. (hereinafter "Town Center")
is the owner of a lodge located in Xxxx County in the State of
Georgia; and
WHEREAS, Efficiency is desirous of purchasing from Town
Center under the terms and conditions of this Agreement the
property known as Town Center Lodge, Inc.; and
WHEREAS, Town Center is desirous of selling to Efficiency;
and
WHEREAS, the parties are desirous of committing to writing
their understanding of the transaction,
BE IT THEREFORE AGREED between the parties in consideration
of the transfer and payments which are set forth in this
Agreement and in further consideration of Ten Dollars ($10.00)
paid by Efficiency to Town Center, the receipt and sufficiency of
which are acknowledged, Efficiency agrees to acquire and Town
Center agrees to sell a parcel of property which is described in
this Agreement on the following terms and conditions:
1. Property. Efficiency agrees to acquire by purchase the
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property known as Town Center Lodge, Inc. A legal description of
the said property is attached hereto and incorporated by
reference herein. Included in this sale shall be all furniture,
fixtures and equipment of Town Center.
2. Payment. Efficiency shall pay to Town Center the sum
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1
of $3 million ($3,000,000) for the property, furniture, fixtures
and equipment described above. Said sum shall be paid in cash at
closing.
3. Warranties of Seller. The seller warrants that the
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property is free and clear of any encumbrance or that the said
encumbrance shall be paid at the closing of the transaction,
which is contemplated by this Agreement. All taxes and
assessments shall be prorated as of the date of closing.
4. Conditions of Closing. This transaction is contingent
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upon the closing of the finance agreement with Xxxx Gravia
Capital or Xxxxxx Xxxxxxx.
5. Closing. The closing of this transaction shall occur
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on or before January 31, 1998. Unless the parties agree to some
other time and place, the closing shall take place at the offices
of Barnes, Browning, Tanskley & Casurella, 000 Xxxxxxxx Xxxxxx,
Xxxxx 000, Xxxxxxxx, XX 00000 at three o'clock p.m. on said
date.
6. Time. Time is of the essence of this Agreement.
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7. Entire Agreement. This Agreement is the entire
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understanding between the parties concerning the acquisition of
the property which is described herein and no oral understanding,
either prior to or contemporaneous with or subsequent to this
transaction, shall be effective unless the same shall be in
writing signed by all parties to be charged. All prior
understandings and discussions regarding this transaction are
merged into this document.
8. Choice of Law. This Agreement is made in the State of
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Georgia and shall be governed by the laws of said State.
2
AGREED this 29th day of September, 1997.
EFFICIENCY LODGE, INC.
--------------------------------- By: /s/ W. Xxx Xxxxxx
Witness Its President
Sworn to and subscribed before
me this 29th day of September
1997
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Notary Public
-------------------------------- By: /s/ Xxx X. Xxxxxx
Witness Its Secretary
Sworn to and subscribed before
me this 29th day of September
1997
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Notary Public
TOWN CENTER LODGE, INC.
------------------------------ By: /s/ Xxxxx X. Xxxxx
Witness Its President
Sworn to and subscribed before
me this 29th day of September
1997
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Notary Public
