CONTRACT OF SALE
Ex.
10.4
This
Contract is entered into by and
between X. X. XXXXX’X ENTERPRISES, INC., XXXXX X. XXXXX and XXXXXXX X. XXXXX
(collectively “Seller”) and XXXXX X. XXXXXXXXX (“Purchaser”).
WITNESSETH:
FOR
AND IN CONSIDERATION of the
promises, undertakings, and mutual covenants of the parties herein set forth,
Seller hereby agrees to sell and Purchaser hereby agrees to purchase and pay
for
all that certain property hereinafter described in accordance with the following
terms and conditions:
ARTICLE
I
PROPERTY
The
conveyance by Seller to Purchaser shall include all of Seller's right, title
and
interest in and to those certain tracts of land containing approximately 385.425
acres, more or less, located in New Ashford, Berkshire County, Massachusetts,
and being more particularly described in Exhibit “A” attached hereto and
made a part hereof for all purposes, together with all right, title and interest
of Seller in and to any all strips or xxxxx, xxxxx, xxxxxxxxx, xxxxxxx, and
ways
bounding said property, and all rights of ingress and egress thereto (the
foregoing property is herein referred to as the "Real Property"). The
conveyance by Seller to Purchaser shall include all buildings and other
improvements located on the Real Property (the
“Improvements”). Hereinafter all property being conveyed to Purchaser
by Seller pursuant to this Contract including the Real Property and
Improvements are sometimes referred to collectively as the “Subject
Property.”
ARTICLE
II
PURCHASE
PRICE
The
purchase price to be paid by
Purchaser to Seller for the Subject Property shall be equal to the sum of Two
Million Six Hundred Fifty Thousand and No/100 Dollars ($2,650,000.00). The
purchase price shall be payable all in cash at the closing.
ARTICLE
III
XXXXXXX
MONEY
Within
two (2) business days after final execution of this Contract by all parties
hereto, Purchaser shall wire xxxxxxx money in the amount of Seventy Five
Thousand and No/100 Dollars ($75,000.00) to Chicago Title Insurance Company,
000
X. Xxxx Xxxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxxxxxxxx 00000, Attn: Xxxxx Xxxxx (the
“Title Company”). The Title Company shall immediately cash the xxxxxxx money
check and deposit the proceeds thereof in an interest bearing account, the
earnings from which shall accrue to the benefit of Purchaser (hereinafter the
proceeds of the xxxxxxx money check shall be referred to as the “xxxxxxx
money”). Either the Title Company or Purchaser will provide Seller
with information concerning the institution at which the xxxxxxx money is
deposited. If Purchaser does not terminate this Contract during the
Inspection Period (as defined in Article VI hereinbelow) then the Title Company
shall immediately disburse the $75,000.00 xxxxxxx money deposit to Seller;
upon
such disbursement the $75,000.00 xxxxxxx money deposit shall be non-refundable
to the Purchaser except in the event of a default at closing by Seller
hereunder, but, if this Contract closes, then the $75,000.00 xxxxxxx money
deposit shall be applied in partial satisfaction of the purchase
price.
In
the
event that this Contract is not closed, then the xxxxxxx money shall be
disbursed in the manner provided for elsewhere herein. Notwithstanding the
foregoing or anything to the contrary contained elsewhere in this Contract,
it
is understood and agreed that Five Thousand Dollars ($5,000.00) of the xxxxxxx
money shall in all events be delivered to Seller as valuable consideration
for
the Inspection Period described in Article VI hereinbelow and the execution
of
this Contract by Seller.
ARTICLE
IV
PRE-CLOSING
OBLIGATIONS OF PURCHASER
During
the Inspection Period (defined
hereinbelow), Purchaser, at Purchaser’s sole cost and expense, shall obtain and
deliver to Seller copies of the following (collectively the “Purchaser Due
Diligence Items”):
a. An
updated survey of the Subject Property dated subsequent to the date of execution
of this Contract and prepared by a licensed professional engineer or surveyor
acceptable to Purchaser, which Survey shall: (a) include a metes and
bounds legal description of the Subject Property; (b) accurately show all
improvements, encroachments and uses and accurately show all easements and
encumbrances visible or listed on the Title Commitment (identifying each by
recording reference if applicable); (c) recite the number of gross acres
included in the Subject Property; (d) state whether the Subject Property (or
any
portion thereof) lies within a flood zone, or flood prone area; and (e) contain
a certificate verifying that the Survey was made on the ground, that the Survey
is correct, that there are no improvements, encroachments, easements, uses
or
encumbrances except as shown on the survey plat, that the area represented
for
the Subject Property has been certified by the surveyor as being correct, and
that the Subject Property does not lie within any flood zone or flood prone
area, except as indicated thereon. Unless otherwise agreed by Seller
and Purchaser, the metes and bounds description contained in the Survey shall
be
the legal description employed in the documents of conveyance of the Subject
Property; and
b. A
current commitment (the “Title Commitment”) for the issuance of an owner’s
policy of title insurance to the Purchaser from the Title
Company, together with good and legible copies of all documents
constituting exceptions to Seller's title as reflected in the Title
Commitment.
ARTICLE
V
TITLE
INSPECTION PERIOD
Purchaser
shall have a period of time
commencing on the date of execution of this Contract and expiring on the date
of
expiration of the Inspection Period (as defined hereinbelow) within which to
review and approve the status of Seller’s title to the Subject Property (the
‘Title Review Period”). If the information to be provided to or
obtained by Purchaser pursuant to the provisions of Article IV hereinabove
reflects or discloses any defect, exception or other matter affecting the
Subject Property (“Title Defects”) that is unacceptable to Purchaser, then prior
to the expiration of the Title Review Period Purchaser shall provide Seller
with
written notice of Purchaser’s objections. Seller may, at his sole
option, elect to cure or remove the objections raised by Purchaser; provided,
however, that Seller shall have no obligation to do so. Should Seller
elect to attempt to cure or remove the objections, Seller shall have ten (10)
days from the date of Purchaser's written notice of objections (the “Cure
Period”) in which to accomplish the cure. In the event Seller either
elects not to cure or remove the objections or is unable to accomplish the
cure
prior to the expiration of the Cure Period, then Seller shall so notify
Purchaser in writing specifying which objections Seller does not intend to
cure,
and then Purchaser shall be entitled, as Purchaser’s sole and exclusive
remedies, either to terminate this Agreement by providing written notice of
termination to Seller within ten (10) days from the date on which Purchaser
receives Seller’s no-cure notice or waive the objections and close this
transaction as otherwise contemplated herein. If Purchaser shall fail
to notify Seller in writing of any objections to the state of Seller’s title to
the Subject Property as shown by the Survey and Title Commitment, then Purchaser
shall be deemed to have no objections to the state of Seller’s title to the
Subject Property as shown by the Survey and Title Commitment, and any exceptions
to Seller's title which have not been objected to by Purchaser and which are
shown on the Survey or described in the Title Commitment shall be considered
to
be “Permitted Exceptions.” It is further understood and agreed that
any Title Defects which have been objected to by Purchaser and which are
subsequently waived by Purchaser shall be Permitted Exceptions.
ARTICLE
VI
INSPECTION
PERIOD
Purchaser,
at Purchaser’s sole expense,
shall have the right to conduct environmental, engineering and physical studies
of the Subject Property for a period of time commencing on the date of execution
of this Contract and expiring thirty (30) days thereafter (the “Inspection
Period”). Purchaser and Purchaser’s duly authorized agents or
representatives shall be permitted to enter upon the Subject Property at all
reasonable times during the Inspection Period in order to conduct engineering
studies, soil tests and any other inspections and/or tests that Purchaser may
deem necessary or advisable; provided, however, that no drilling or other ground
penetrations or physical sampling in any building shall be done without Seller’s
prior written consent, which consent shall not be unreasonably withheld or
delayed. Purchaser will provide Seller with copies of all reports
obtained by Purchaser in connection with any inspections conducted by
Purchaser. Purchaser further agrees to indemnify and hold Seller
harmless from any claims or damages, including reasonable attorneys’ fees,
resulting from Purchaser’s inspection of the Subject Property. In the
event that the review and/or inspection conducted by this paragraph shows any
fact, matter or condition to exist with respect to the Subject Property that
is
unacceptable to Purchaser, in Purchaser’s sole discretion, then Purchaser shall
be entitled, as Purchaser’s sole remedy, to cancel this Contract by providing
written notice of cancellation to Seller prior to the expiration of the
Inspection Period. If Purchaser shall provide written notice of
cancellation prior to the expiration of the Inspection Period, then this
Contract shall be cancelled, all xxxxxxx money (less $5,000.00) shall be
immediately returned to Purchaser by the Title Company, and thereafter neither
Seller nor Purchaser shall have any continuing obligations one unto the
other. If no notice of cancellation is provided by Purchaser prior to
the expiration of the Inspection Period, then this Contract shall remain in
full
force and effect.
ARTICLE
VII
REPRESENTATIONS,
WARRANTIES, AND COVENANTS OF SELLER
Seller
represents and warrants to
Purchaser that at closing Seller will have good and indefeasible fee simple
title to the Subject Property free and clear of all liens, encumbrances,
covenants, restrictions, rights-of-way, easements, and any other matters
affecting title to the Subject Property except for the Permitted Exceptions,
and
at closing, Seller will be in a position to convey the Subject Property to
Purchaser free and clear of all liens, encumbrances, covenants, restrictions,
rights-of-way, easements and other such matters affecting title except for
the
Permitted Exceptions.
Seller
further covenants and agrees
with Purchaser that, from the date hereof until the closing, Seller shall not
sell, assign, or convey any right, title, or interest whatsoever in or to the
Subject Property, or create or permit to exist any lien, security interest,
easement, encumbrance, charge, or condition affecting the Subject Property
(other than the Permitted Exceptions) without promptly discharging the same
prior to closing.
Seller
hereby further represents and
warrants to Purchaser as follows:
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a. Except
for a possible claim by the federal Environmental Protection Agency
which
affects unrelated property and an ongoing proceeding by the Massachusetts
Department of Environmental Protection which affects a portion of
the
Subject Property (the “Existing Environmental Proceedings”), there are no
actions, suits, or proceedings pending or, to the best of Seller's
knowledge, threatened against Seller or otherwise affecting any portion
of
the Subject Property, at law or in equity, or before or by any federal,
state, municipal, or other governmental court, department, commission,
board, bureau, agency, or instrumentality, domestic or
foreign;
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b. The
execution by Seller of this Contract and the consummation by Seller
of the
sale contemplated hereby have been duly authorized, and do not,
and, at
the closing date, will not, result in a breach of any of the terms
or
provisions of, or constitute a default under any indenture, agreement,
instrument, or obligation to which Seller is a party or by which
the
Subject Property or any portion thereof is bound, and do not, and
at the
closing date will not, constitute a violation of any regulation
affecting
the Subject Property;
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c. Except
for the Existing Environmental Proceedings, Seller has not received
any
notice of any violation of any ordinance, regulation, law, or statute
of
any governmental agency pertaining to the Subject Property or any
portion
thereof;
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d. That,
at closing, there will be no unpaid bills, claims, or liens in connection
with any construction or repair of the Subject Property except for
ones
which will be paid in the ordinary course of business or which have
been
bonded around or the payment of which has otherwise been adequately
provided for to the complete satisfaction of Purchaser;
and
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e. To
the
best of Seller's knowledge, there has been no material release of
any
pollutant or hazardous substance of any kind onto or under the Subject
Property that would result in the prosecution of any claim, demand,
suit,
action or administrative proceeding based on any environmental
requirements of state, local or federal law including, but not limited
to,
the Comprehensive Environmental Response Compensation and Liability
Act of
1980, U.S.C. § 9601 et seq.
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All
of the foregoing representations
and warranties of Seller are made by Seller both as of the date hereof and
as of
the date of the closing hereunder.
ARTICLE
VIII
CONDITIONS
PRECEDENT TO CLOSING
The
obligation of Purchaser to close
this Contract shall, at the option of Purchaser, be subject to the following
conditions precedent:
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a. All
of the representations, warranties and agreements of Seller set forth
in
this Contract shall, to the best of Seller’s knowledge, be true and
correct in all material respects; as of the date hereof and at closing,
and Seller shall not have on or prior to closing, failed to meet,
comply
with or perform in any material respect any conditions or agreements
on
Seller's part as required by the terms of this
Contract;
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b. There
shall be no change in the matters reflected in the Title Commitment,
and
there shall not exist any encumbrance or title defect affecting
the
Subject Property not described in the Title Commitment except for
the
Permitted Exceptions; and
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c. No
material and substantial change shall have occurred with respect
to the
Subject Property which would in any way affect the findings made
in the
inspection of the Subject Property described in Article VI
hereinabove.
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If
any such condition is not satisfied
by closing, Purchaser shall first provide Seller with written notice of such
unsatisfied condition and allow Seller thirty (30) days from the date of such
notice within which to satisfy the condition; if Seller fails to satisfy such
condition within the thirty (30) day cure period, then Purchaser may terminate
this Contract by written notice to Seller whereupon this Contract shall be
cancelled, all xxxxxxx money (less $5,000.00) shall be returned to Purchaser
and
thereafter neither Seller nor Purchaser shall have any continuing obligations
one unto the other.
ARTICLE
IX
CLOSING
The
closing hereunder shall take place
at 9:00 a.m. eastern standard time at the offices of Xxxxx Xxxxx at 000 X.
Xxxx
Xxxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxxxxxxxx 00000. The closing shall
occur on or before fifteen (15) days from the date of expiration of the
Inspection Period.
ARTICLE
X
SELLER'S
OBLIGATIONS AT CLOSING
At
the closing, Seller shall do the
following:
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a. Deliver
to Purchaser a quitclaim deed covering the Subject Property, duly
signed
and acknowledged by Seller, which deed shall be in form reasonably
acceptable to Purchaser for recording and shall convey to Purchaser
good
and marketable title to the Subject Property, free and clear of all
liens,
rights-of-way, easements, and other matters affecting title to the
Subject
Property, except for the Permitted
Exceptions.
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b. Deliver
a non-withholding statement that will satisfy the requirements of
Section
1445 of the Internal Revenue Code so that Purchaser is not required
to
withhold any portion of the purchase price for payment to the Internal
Revenue Service.
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c. Deliver
to Purchaser any other documents or items necessary or convenient
in the
reasonable judgment of Purchaser to carry out the intent of the parties
under this Contract.
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ARTICLE
XI
PURCHASER’S
OBLIGATIONS AT CLOSING
At
the closing, Purchaser shall deliver
to Seller the purchase price in cash via wire transfer.
ARTICLE
XII
COSTS
AND ADJUSTMENTS
At
closing, the following items shall
be adjusted or prorated between Seller and Purchaser:
a. Any
real estate transfer taxes or sales taxes payable in connection with the sale
of
the Subject Property shall be paid by the party and in the manner that is
customary in Berkshire County, Massachusetts.
b. Real
property taxes for the Subject Property for the current calendar year shall
be
prorated as of the date of closing, and Seller shall pay to Purchaser in cash
at
closing Seller's pro rata portion of such taxes. Seller's pro rata
portion of such taxes shall be based upon taxes actually assessed for the
current calendar year or, if for any reason such taxes for the Subject Property
have not been actually assessed, such proration shall be based upon the amount
of such taxes for the immediately preceding calendar year, and adjusted by
cash
settlement when exact amounts are available.
c. All
other closing costs, including but not limited to, recording and escrow fees
shall be paid by the Purchaser; provided, however, that Seller and Purchaser
shall each be responsible for the fees and expenses of their respective
attorneys.
ARTICLE
XIII
ENTRY
ON PROPERTY
Purchaser,
Purchaser’s agents,
employees, servants, or nominees, are hereby granted the right to enter upon
the
Subject Property at any time prior to closing for the purpose of inspecting
the
Subject Property and conducting such engineering and mechanical tests as
Purchaser may deem necessary or advisable, any such inspections and tests to
be
made at Purchaser’s sole expense. Purchaser agrees to indemnify and
hold Seller harmless from and against any claims or damages including reasonable
attorney’s fees and all losses, damages, costs, or expenses incurred by Seller
as a result of any inspections or tests made by Purchaser. Purchaser
shall notify Seller of the approximate time and location of any proposed
inspections.
ARTICLE
XIV
POSSESSION
OF PROPERTY
Possession
of the Subject Property free
and clear of all uses and encroachments, except the Permitted Exceptions, shall
be delivered to Purchaser at closing.
ARTICLE
XV
NOTICES
All
notices, demands, or other
communications of any type given by the Seller to the Purchaser, or by the
Purchaser to the Seller, whether required by this Contract or in any way related
to the transaction contracted for herein, shall be void and of no effect unless
given in accordance with the provisions of this paragraph. All
notices shall be in writing and delivered to the person to whom the notice
is
directed, either in person, by facsimile transmission, or by United States
Mail,
as a registered or certified item, return receipt requested. Notices
delivered by mail shall be deemed given when deposited in a post office or
other
depository under the care or custody of the United States Postal Service,
enclosed in a wrapper with proper postage affixed, addressed as
follows:
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Seller:
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X.
X. Xxxxx’x Enterprises, Inc.
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X.X.
Xxx 0000
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000
X.X. Xxxxx 0
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Xxx
Xxxxxxx, XX 00000
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Telephone: (000)
000-0000
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Purchaser:
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Xxxxx
X. Xxxxxxxxx
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0000
Xxxxx Xxxxxxx
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Xxxxxxxx,
XX 00000
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Telephone: (000)
000-0000
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Fax: (000)
000-0000
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CONTRACT
OF SALE/X.X. XXXXX'X ENTERPRISES--XXXXX X. XXXXXXXXX -- Page
10
ARTICLE
XVI
REMEDIES
In
the event that Seller fails to
timely comply with all conditions, covenants and obligations of Seller
hereunder, it shall be an event of default and Purchaser shall have the option
(i) to terminate this Contract by providing written notice thereof to Seller,
in
which event the xxxxxxx money (less $5,000.00) shall be returned immediately
to
Purchaser by the Title Company and the parties hereto shall have no further
liabilities or obligations one unto the other; (ii) to waive any defect or
requirement and close this Contract; or (iii) to xxx Seller for specific
performance of Seller’s obligation to sell the Subject Property to Purchaser
pursuant to this Contract. In no event shall Purchaser have the right
to xxx Seller for damages.
In
the event that Purchaser fails to
timely comply with all conditions, covenants, and obligations Purchaser has
hereunder, such failure shall be an event of default, and Seller’s sole remedy
shall be to receive the Xxxxxxx Money. The Xxxxxxx Money is agreed
upon by and between the Seller and Purchaser as liquidated damages due to the
difficulty and inconvenience of ascertaining and measuring actual damages,
and
the uncertainty thereof, and no other damages, rights, or remedies shall in
any
case be collectible, enforceable, or available to the Seller other than in
this
paragraph defined, and Seller shall accept the Xxxxxxx Money as Seller's total
damages and relief.
Notwithstanding
anything to the
contrary contained herein, in the event either party defaults in the performance
of such party’s obligations hereunder, then, before exercising any remedy
hereunder, the non-defaulting party shall first provide the defaulting party
with written notice of the default and allow the defaulting party thirty (30)
days from the date of such notice within which to cure the
default. Seller and Purchaser further agree, upon demand by either
party, to submit any dispute to binding arbitration which arbitration will
be
governed by the Federal Arbitration Act.
CONTRACT
OF SALE/X.X. XXXXX'X ENTERPRISES--XXXXX X. XXXXXXXXX -- Page
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ARTICLE
XVII
ASSIGNMENT
Purchaser
shall have the right to
nominate who shall take title and who shall succeed to Purchaser's duties and
obligations hereunder, or assign this Contract to any person, firm, corporation,
or other entity which Purchaser may, at Purchaser’s sole option, choose, and
from and after such nomination or assignment, wherever in this Contract
reference is made to Purchaser such reference shall mean the nominee or assignee
who shall succeed to all the rights, duties, and obligations of Purchaser
hereunder.
ARTICLE
XVIII
INTERPRETATION
AND APPLICABLE LAW
This
Agreement shall be construed and
interpreted in accordance with the laws of the State of
Massachusetts. Where required for proper interpretation, words in the
singular shall include the plural; the masculine gender shall include the neuter
and the feminine, and vice versa. The terms “successors and assigns”
shall include the heirs, administrators, executors, successors, and assigns,
as
applicable, of any party hereto.
ARTICLE
XIX
AMENDMENT
This
Contract may not be modified or
amended, except by an agreement in writing signed by the Seller and the
Purchaser. The parties may waive any of the conditions contained
herein or any of the obligations of the other party hereunder, but any such
waiver shall be effective only if in writing and signed by the party waiving
such conditions and obligations.
CONTRACT
OF SALE/X.X. XXXXX'X ENTERPRISES--XXXXX X. XXXXXXXXX -- Page
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ARTICLE
XX
AUTHORITY
Each
person executing this Contract
warrants and represents that he is fully authorized to do so.
ARTICLE
XXI
DESCRIPTIVE
HEADINGS
The
descriptive headings of the several
paragraphs contained in this Contract are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.
ARTICLE
XXII
ENTIRE
AGREEMENT
This
Contract (and the items to be
furnished in accordance herewith) constitutes the entire agreement between
the
parties pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings of the parties in connection
therewith. No representation, warranty, covenant, agreement, or
condition not expressed in this Contract shall be binding upon the parties
hereto or shall affect or be effective to interpret, change, or restrict the
provisions of this Contract.
CONTRACT
OF SALE/X.X. XXXXX'X ENTERPRISES--XXXXX X. XXXXXXXXX -- Page
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ARTICLE
XXIII
MULTIPLE
ORIGINALS ONLY
Numerous
copies of this Contract may be
executed by the parties hereto. Each such executed copy shall have
the full force and effect of an original executed instrument.
ARTICLE
XXIV
ACCEPTANCE
Seller
shall have until 5:00 o’clock
p.m., July 26, 2007, to execute and return a fully executed original of this
Contract to Purchaser, otherwise this Contract shall become null and
void. Time is of the essence of this Contract. The date of
execution of this Contract by Seller shall be the date of execution of this
Contract. If the final date of any period falls upon a Saturday,
Sunday, or legal holiday under the laws of the State of Massachusetts, then
in
such event the expiration date of such period shall be extended to the next
day
which is not a Saturday, Sunday, or legal holiday under the laws of the State
of
Massachusetts.
ARTICLE
XXV
REAL
ESTATE COMMISSION
Seller
represents and warrants to
Purchaser that Seller has not contacted or entered into any agreement with
any
real estate broker, agent, finder, or any other party in connection with this
transaction, and that Seller has not taken any action which would result in
any
real estate broker’s, finder’s, or other fees or commissions being due and
payable to any other party with respect to the transaction contemplated
hereby. Purchaser hereby represents and warrants to Seller that
Purchaser has not contracted or entered into any agreement with any real estate
broker, agent, finder, or any other party in connection with this transaction,
and that Purchaser has not taken any action which would result in any real
estate broker's, finder’s, or other fees or commissions being due or payable to
any other party with respect to the transaction contemplated
hereby. Each party hereby indemnifies and agrees to hold the other
party harmless from any loss, liability, damage, cost, or expense (including
reasonable attorneys’ fees) resulting to the other party by reason of a breach
of the representation and warranty made by such party
herein. Notwithstanding anything to the contrary contained herein,
the indemnities set forth in this Article XXV shall survive the
closing.
CONTRACT
OF SALE/X.X. XXXXX'X ENTERPRISES--XXXXX X. XXXXXXXXX -- Page
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EXECUTED
on this the 24th day of
July, 2007.
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SELLER:
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X.X.
XXXXX’X ENTERPRISES, INC.
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By:
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/S/
XXXXX X. XXXXX
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Name:
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Xxxxx
X. Xxxxx
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Its:
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President
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/S/
XXXXX X. XXXXX
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XXXXX
X. XXXXX
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/S/
XXXXXXX X. XXXXX
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XXXXXXX
X. XXXXX
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EXECUTED
on this the
24th day of July,
2007.
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PURCHASER:
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/S/
XXXXX X. XXXXXXXXX
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XXXXX
X. XXXXXXXXX
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CONTRACT
OF SALE/X.X. XXXXX'X ENTERPRISES--XXXXX X. XXXXXXXXX -- Page
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RECEIPT
OF XXXXXXX MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY
ACKNOWLEDGED:
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TITLE
COMPANY:
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CHICAGO
TITLE INSURANCE COMPANY
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By:
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/S/
XXXXX X. BRODURTHA
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Name:
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Xxxxx
X. Brodurtha
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Its:
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Vice
President
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July
27, 2007
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List
of
Exhibits to Agreement not filed herewith:
Exhibit
A-1--Description of Property
Exhibit
A-2--Plat of Property
CONTRACT
OF SALE/X.X. XXXXX'X ENTERPRISES--XXXXX X. XXXXXXXXX -- Page
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ASSIGNMENT
OF CONTRACT RIGHTS
For
the consideration stated
hereinbelow, the undersigned, Xxxxx X. Xxxxxxxxx ("Assignor"), hereby assigns
to
Silverleaf Resorts, Inc. ("Assignee"), all of his right, title and interest
in
and to that certain Contract of Sale dated July 24, 2007 (the “Contract”),
executed by X. X. Xxxxx’x Enterprises, Inc., Xxxxx X. Xxxxx and Xxxxxxx X.
Xxxxx, collectively as Seller, and Assignor, as Purchaser, with respect to
approximately
385.425 acres of land, more or less, located in the Town of New Ashford,
Berkshire County, Massachusetts (the "Property"). This
Assignment is made without representation or warranty of any kind other than
that Assignor is legally authorized to make this Assignment.
As
consideration for this assignment,
Assignee hereby agrees to assume all of Assignor's duties and obligations under
the Contract.
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ASSIGNOR:
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/S/
XXXXX X. XXXXXXXXX
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XXXXX
X. XXXXXXXXX
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ACCEPTED
AND AGREED
this
__1st___ day of August, 2007:
ASSIGNEE:
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SILVERLEAF
RESORTS, INC.,
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a
Texas corporation
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By:
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/S/
XXXXX X. XXXXX, XX.
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Name:
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Xxxxx
X. Xxxxx, Xx.
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Its:
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Chief
Financial Officer
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