EXHIBIT 10.2
July 15, 2003
The undersigned Xxxxxxxxx agrees to buy, and the Undersigned Xxxxxx
agrees to sell all that tract or parcel of land lying and being in Land Lot
38/District 2, consisting of 1.54 +/- acres, more or less, more thoroughly
described in Plat of Survey by N/A a registered Surveyor recorded in the records
of White County, Georgia, in Plat Book 24, Page 121.
The purchase price of above described property shall be $One Million
and no/100 dollars ($1,000,000.00) to be paid as follows:
The Seller acknowledges that Purchaser has paid the sum of $10,000.00
to Xxxxx Xxxx as xxxxxxx money, which shall be applied as partial payment of the
purchase price of the described property at closing.
Seller warrants that he presently has title to said property, and at
the time the sale is consummated, he agrees to convey good and marketable title
to said property to purchaser by general warranty deed subject only to (1)
Zoning ordinances affecting said property, (2) general utility easements serving
said property, (3) Subdivision restrictions of record, (4) Leases, other
easements, other restrictions and encumbrances specified in this contract used
herein, shall mean title which a Title Insurance Company, licensed to do
business in the state of Georgia, will insure at its regular rates, subject only
to standard exceptions unless otherwise specified herein.
The Purchaser shall have reasonable time after acceptance of this
contract in which to examine title and in which to furnish Seller with a written
statement of objections affecting the marketability of said title. Seller shall
have reasonable time after receipt of such objections to satisfy all objections
within a reasonable time, then at the option of the Purchaser, evidenced by
written notice to Seller, this contract shall be null and void.
Seller and purchaser agree that such papers as may be legally necessary
to carry out the terms of this contract shall be executed and delivered by such
parties at time sale is consummated.
Purchaser, its agents, or representative, at Purchaser's expense and at
reasonable times during normal business hours, shall have the right to enter
upon the property for the purpose of inspecting, examining (including soil
boring), testing, and surveying the property. Purchaser assumes all
responsibility for the acts of itself, its agents, or representatives in
exercising its right under this paragraph and agrees to hold Seller harmless for
any damages resulting therefrom.
Time is of the essence of this contract.
This contract shall insure to the benefit of, and be binding upon, the
parties hereto, their heirs, successors, administrators, executors and assigns.
The interest of the Purchaser in this contract shall not be transferred
or assigned without the written consent of Seller.
This contract constitutes the sole and entire agreement between the
parties hereto and no modification of this contract shall be binding unless
attached hereto and signed by all parties to this agreement. No representation,
promise, or inducement not included in this contract shall be binding upon party
hereto.
The following stipulations shall, if conflicting with printed matter,
control:
SPECIAL STIPULATIONS
1. Real Estate taxes on said property shall be prorated as of the date of
closing.
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2. Sale shall be closed on or before January 15, 2004.
3. Possession of premises shall be granted by Seller to Purchaser no later
than 6 P.M. the day of closing.
4. Seller shall pay State of Georgia property transfer tax.
5. Purchaser desires 50 years title search yes , title insurance yes ,
other _____. Purchaser shall be responsible for fees incurred.
6. This Contract is for Property located at 000 X. Xxxx Xx. Xxxxxxxxx, XX,
Xxxxx Xxxxxx.
7. Seller to retain all equipment and furnishings related to restaurant.
8. Seller to be notified 30 days prior to closing.
9. Special Stipulation.
Date of Offer July 15, 2003
Acceptance Date _____________________________
Purchaser MVCB, LLP Seller Xxxxx Xxxxxxxxx Xxxx
___________________________ _______________________________
(Print legal name) (Print legal name)
SS# SS#
_________________________________ __________________________________
Address: Address:
Street: 00 Xxxxxxxxxx Xx. Street: 398 Willows Dr.
_____________________________ ______________________________
City: Cleveland State: GA City: Cleveland State: GA
County: White Zip: 30528 County: White Zip: 30528
Phone: 000-000-0000 Phone: 000-000-0000
Purchaser: X. Xxx Xxxxx Sr. Seller: Xxxxx X. Xxxx
__________________________ ______________________________
(Signature-legal name) (Signature-legal name)
Managing Partner
Purchaser Seller
___________________________ _______________________________
(Print legal name) (Print legal name)
SS# SS#
_________________________________ __________________________________
Address: Address:
Street: . Street:
_____________________________ ______________________________
City: State: City: State:
__________________ _______ __________________ _______
County: Zip: County: Zip:
________________ _________ ________________ _________
Phone: Phone:
______________________________ _______________________________
Purchaser: /s/ X. Xxx Xxxxx Seller: /s/ Xxxxx Xxxxxxxxx Xxxx
__________________________ ______________________________
(Signature-legal name) (Signature-legal name)
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Additional Special Stipulations
These Additional Special Stipulations are in addition to, and a part
that certain purchase and sale contract by and between MVCB, LLP ("Purchaser")
and Xxxxx Xxxx ("Seller"), of even date herewith (the "Agreement") for the
purchase and sale of certain improved real property located at 000 X. Xxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx 00000 (the "Property").
9. If Purchaser shall validly exercise any right or option under this
Agreement to rescind, cancel or terminate this Agreement on or prior to the
closing, Seller shall immediately refund the $10,000 xxxxxxx money to Purchaser
whereupon this Agreement shall terminate and the parties to this Agreement shall
have no further rights, duties or obligations under this Agreement, except for
such rights, duties or obligations which are specifically set forth herein to
survive any termination of this Agreement.
10. At closing, Seller shall execute and deliver to Purchaser a limited
warranty deed in recordable form, conveying good and marketable title to the
Property to Purchaser free and clear of any lien or other encumbrance except
those permitted in the contract, together with a properly completed transfer tax
declaration as required under Georgia law and all other customary documents
generally required in a Georgia real estate transaction.
11. Seller and Purchaser hereby represent and warrant to the other that
neither party has dealt with a broker, agent or finder in connection with this
transaction and Seller and Purchaser each covenant and agree to indemnify and
hold harmless the other party with respect to any claim for any fee, commission
or similar compensation with respect to this transaction made by any broker,
agent or finder claiming to have dealt with the indemnifying party. This
indemnity shall survive the closing or any termination of this Agreement.
12. Seller has the risk of loss or damage by casualty or otherwise to the
Property until the closing date and the delivery of the deed.
13. Purchaser may terminate this Agreement for any reason, or for no reason
(except for lack of financing), in its absolute sole discretion, upon completion
of its due diligence by delivering written notice of such termination to Seller.
If Purchaser gives notice of termination to Seller, then Seller shall refund the
$10,000 xxxxxxx money to Purchaser. Upon such refund and disbursement of the
xxxxxxx money, this Agreement shall terminate and the parties to this Agreement
shall have no further rights, duties or obligations under this Agreement, except
for any obligations specifically set forth herein to survive termination of this
Agreement.
14. Within a reasonable time after acceptance of this contract, Seller will
provide copies to Purchaser, of all property related documents in the Seller's
possession, including, without limitation, copies of all the real estate tax
bills for the Property for 2001, 2002 and 2003; copies of any existing title
policy covering the Property; copies of any existing surveys describing the
Property; and copies of all leases, amendments and tenant-related
correspondence;
15. Purchaser may extend the closing date for up to thirty (30) days. In
the event Purchaser desires to exercise such extension rights, Purchaser shall
give written notice to Seller at least ten (10) days before the closing date.
16. If Seller defaults under this Agreement, then Purchaser shall be
entitled to seek specific performance of this Agreement against Seller and to
seek any other remedies provided or available to Purchaser at law or in equity.
In addition to, and not in lieu of any other remedies available to Purchaser, in
any event of Seller's default, Purchaser shall have the option to elect to have
the xxxxxxx money fully refunded to Purchaser.
17. If Purchaser defaults under this Agreement, then Purchaser shall retain
the $10,000 xxxxxxx money as Seller's sole and exclusive remedy under this
Agreement; Seller and Purchaser acknowledge and agree that it is not possible to
estimate more precisely the damages that might be suffered by Seller upon
Purchaser's default and that the amount of the xxxxxxx money is a fair and
reasonable estimate of Seller's damage for Purchaser's default. Seller's
retention of the xxxxxxx money is intended not as a penalty, but as full
liquidated damages.
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18. Purchaser shall not assign Purchaser's rights or delegate its
obligations under this Agreement other than to a related entity of Purchaser or
pursuant to the direction or requirement of any applicable regulations.
19. Seller and Purchaser each warrant and represent to the other that they
have the right, power, and authority to enter into this Agreement and the right,
power, and authority to convey and purchase the Property in accordance with the
terms and conditions of this Agreement.
20. Seller represents and warrants that Seller has received no written
notice that the Property does not comply with environmental laws or that the
Property is contaminated with hazardous materials and Seller has received no
written notice and Seller has no knowledge of any pending, threatened or
contemplated condemnation action effecting the Property.
21. This Agreement shall be construed and interpreted in accordance with
the laws of the State of Georgia.
22. Seller hereby agrees not to solicit, entertain or accept any formal or
informal offers to purchase the Property, or any part thereof while this
Agreement is in affect.
23. Seller shall deliver possession of the Property to Purchaser at closing
in a broom clean working condition with all restaurant equipment, signage and
fixtures removed and any damage caused by such removal restored.
In the event of a conflict between the Agreement and these Additional Special
Stipulations, these Additional Special Stipulations shall control.
Purchaser's Initials XXX Sr. Seller's Initials JCW 7-14-03
_______________
7/14/03
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