REAL ESTATE PURCHASE AGREEMENT
THIS REAL ESTATE PURCHASE AGREEMENT is executed this 1st day of May 1994, by
Greenbrooke Associates, Ltd. a Michigan corporation, of 00 Xxxxxx X.X., Xxxxx
Xxxxxx, Xxxxxxxx 00000 ("Seller"), and United Development Management Company,
an Illinois corporation, of 0000 Xxxx Xxxx, Xxxxx 000, Xxxxxxx Xxxxxxx,
Xxxxxxxx 00000 ("Buyer").
RECITALS
A. Seller desires to sell and Buyer agrees to purchase, on the terms
and conditions contained in this Agreement, sixty-four (64) condominium
partially improved sites. This real property being commonly known as the
part of the Bayberry Farms I Plat, located in the City of Wyoming, Kent
County, Michigan, and more particularly described on attached Exhibit A (the
"Sites").
B. The parties enter into this Agreement with full knowledge of their
rights and of their own free will and judgment and without any undue
influence, duress or coercion of any nature whatsoever.
AGREEMENT
1. Purchase Price: In consideration of the sum of One Dollar ($1.00),
Seller agrees to sell to Buyer sixty-four (4) partially improved condominium
sites for an aggregate price of $230,000 payable at the time of closing on
the property.
2. The closing is subject to any building or use restrictions,
easements or encumbrances of record, zoning ordinances and together with all
rights and appurtenances recorded against the property.
3. The closing shall take place on or about April 1, 1995, or at the
completion of the primary drive improvements, at the office of Greenbrooke
Associates, Ltd.
4. PROPERTY TAXES. All real estate taxes, special assessments, if any,
and personal property taxes which are due and payable or a lien or both as of
the date of the closing with respect to any of the Sites shall be paid by
Seller WITHOUT PRORATION.
5. UTILITIES. Seller shall be responsible for and shall pay all
amounts due for utilities through the Closing Date and Buyer shall be
responsible for and shall pay for all such charges after the Closing Date or
such charges shall be prorated between Buyer and Seller as of the Closing
Date.
6. WARRANTY DEED; CITIZENSHIP. The Sites shall be transferred to Buyer
by warranty deed.
7. POSSESSION. Seller shall tender possession of the Sites to Buyer at
Closing.
8. CLOSING. Information: Seller shall deliver to Buyer within thirty
days, copy of title, ALTA survey, environmental report and any and all
ordinances relating to this property.
9. ACCESS. From the date of this Agreement until the close of the
purchase of any of the Sites by Buyer, Buyer and its employees, agents or
contractors shall have the right to go upon the Sites for this purpose of
making soil tests, engineering surveys or any other investigations or
inspections necessary for the protection of Buyer or Buyer's financiers.
10. BROKERS. Seller and Buyer represent to each other that neither of
them, nor representatives of either of them, has incurred any liability for
any broker's, finder's or similar fees in connection with this Agreement and
the transactions contemplated by this Agreement.
11. TRANSFER TAXES AND RECORDING FEES. Seller shall pay all closing,
transfer, conveyance or stamp taxes and recording fees incurred in connection
with this transaction.
12. NO ASSUMPTION OF LIABILITIES. It is understood and agreed that the
transactions covered by this Agreement relate only to a purchase of the
Sites. Buyer has not and will not obtain any interest in Seller's obligations
or liabilities and assumes and succeeds to no obligations or liabilities of
Seller, and Seller will, upon demand, fully indemnify, defend and hold Buyer
harmless from any and all claims or demands made or losses, costs, expenses,
damages, settlement or compromise payments paid or incurred as a result of
any action or claim brought or made against Buyer upon claim, demand or
assertion disputing or contrary to the terms and provisions of this
Agreement, or under any theory of liability assumption or successor
liability, and Seller agrees to reimburse Buyer, upon demand, for any and all
such losses, costs, expenses, disbursements, damages, settlement or
compromise payments and reasonable attorneys' fees through appellate and
enforcement or collection proceedings paid or incurred by Buyer as a result
of consequence thereof.
13. TIME OF THE ESSENCE. Time is of the essence to finalize this
Agreement and, therefore, all dates and terms shall be strictly adhered to
unless waived in writing by either party to this Agreement.
14. ENCUMBRANCES. Seller shall not mortgage or otherwise encumber the
Sites during the period of the option granted in this Agreement or any
extension without the prior written consent of Buyer, which consent shall not
be unreasonably withheld, except for Xxxxx State Bank.
15. MISCELLANEOUS.
2
a. SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the enforceability or validity
of remaining provisions and this Agreement shall be construed in all respects
as if any invalid or unenforceable provision were omitted.
b. WAIVER. No failure or delay on the part of any party in
exercising any right, power or privilege under this Agreement shall operate
as a wavier thereof, nor shall any single or partial exercise of any right,
power or privilege under this Agreement preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies provided in this Agreement are cumulative and not
exclusive of any rights or remedies provided by law.
c. GOVERNING LAW. This Agreement is being executed and delivered
and is intended to be performed in the State of Michigan and shall be
construed and enforced in accordance with, and the rights of the parties
shall be governed by, the laws of the State of Michigan.
d. HEADINGS. The headings to the various paragraphs contained in
this Agreement have been inserted for convenient reference only and shall to
no extent affect the meaning or interpretation of this Agreement.
e. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
shall constitute one instrument.
f. SUCCESSORS. This Agreement shall be binding upon and inure to
the benefit of the parties and their respective successors and assigns.
g. ASSIGNMENT. This Agreement shall not be assigned by any party
without prior written consent of all parties to this Agreement.
h. MERGER AND MODIFICATION. This constitutes the entire agreement
between the parties with respect to the subject matter of this Agreement, and
any prior discussions, negotiations and agreements between the parties are
merged in this Agreement.
i. AMENDMENT. This Agreement may be amended only in writing
executed by all parties.
j. WORDS AND GENDER OR NUMBER. Unless the context clearly
indicates the contrary, the singular number, as used in this Agreement, shall
include the plural, the plural the singular and the use of any gender shall
be applicable to all genders.
k. ATTORNEYS' FEES AND COSTS. In the event litigation is
commenced for breach or alleged breach of this Agreement, the prevailing
party will be entitled to recover reasonable attorneys' fees and costs
through all appellate and enforcement or collection proceedings.
3
By signing this Purchase Agreement, the parties acknowledge that they
have read this document, they know its contents and they are voluntarily
signing it.
WITNESSES TO SELLER: SELLER:
GREENBROOKE ASSOCIATES, LTD.
By: Xxxxxx Xxxxxx
------------------------ -------------------------------
Its President
------------------------ -------------------------------
WITNESSES TO BUYER: BUYER:
UNITED DEVELOPMENT MANAGEMENT COMPANY
/s/ Illegible By: /s/ Xxxxxxx X. Xxxxx, Xx.
------------------------ -------------------------------
Xxxxxxx X. Xxxxx
Its Secretary
4
EXHIBIT A
LEGAL DESCRIPTION
Part of the Southeast 1/4 of Section 33, T5N, R12W, City of Wyoming, Kent
County, Michigan described as: Commencing at the East 1/4 corner of Section
33; thence N89-DEG.-34'54"W 1228.53 feet along the East and West 1/4 line of
said Section to the place of beginning; thence S01-DEG.-12'13"E 535.26 feet;
thence S35-DEG.-45'35"E 300.00 feet; thence S54-DEG.-14'25"W 168.00 feet;
thence S35-DEG.-45'35"E 367.71 feet; thence S54-DEG.-14'25"W 145.89 feet;
thence N43-DEG.-00'14"W 142.38 feet; thence N54-DEG.-03'47"W 61.00 feet;
thence N35-DEG.-45'35"W 422.05 feet; thence N89-DEG.-34'54"W 207.76 feet;
thence N60-DEG.-52'32"W 132.53 feet; thence N60-DEG.-04'16"W 60.44 feet;
thence N60-DEG.-23'57"W 181.05 feet; thence N01-DEG.-12'13"W 603.96 feet
along the East line of the West 622.00 feet of the Southeast 1/4 of Section
33; thence S89-DEG.-34'54"E 795.32 feet along the East and West 1/4 line of
Section 33 to the place of beginning. Containing 16.5197 acres.
5
