Real Estate Sales Contract
Real
Estate Sales Contract
This
contract to buy and sell real property (the Contract”) is between Seller and
Buyer as
identified below and is effective on the date ("Effective Date”)
of the
last of the signatures by Seller and Buyer as parties to this Contract. If
the
Xxxxxxx Money is paid by check and payment on
presentation is refused, this Contract shall be null and void.
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Seller:
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XXXXXX
XXXXXXXXXX and XXXXXX XXXXXXXXX/and/or their
Assigns
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Address:
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Xxxxxx
Xxxxxxxxxx
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0000
Xxxxxx Xxxx
Xxxx
Xxxxx, XX 00000-0000
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Phone:
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(000)000-0000
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E-Mail:
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Xxxxxxxxxxx@xxxxxxx.xxx
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Address:
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Xxxxxx
X. Xxxxxxxxx
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0000
X.
Xxxxx Xxxxxx
Xxxxxxx,
XX 00000
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Phone:
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000-000-0000
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E-Mail:
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Xxxxxxx@xxxxxxx.xxx
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Buyer:
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W.K.C.
Inc. or its permitted assigns
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Address:
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c/o
Xxxxx Xxxx, President
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2803
Alta
Mere
Xxxx
Xxxxx, Xxxxx 00000
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Phone:
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(000)
000-0000
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Fax:
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(000)
000-0000
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E-Mail:
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xxxxxxxxxxx@xxxxx.xxx
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Property:
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Title
Company:
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Xxxxxxx
Title
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X/X
Xxxxx
Xxxx
0000
Xxxxxxxx Xxx. 000
Xxxx
Xxxxx, XX 00000
-1-
Purchase
Price
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Cash
portion:
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$100,000.00
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Seller
financed portion:
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$2,400,000.00
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Total
purchase price:
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$2,500,000.00
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At
closing, Buyer will execute a Note payable to Sellers for the purchase price
less cash payment set
forth
above. Such Note shall be secured by a Deed of Trust in favor of Sellers, as
well as a security
agreement from Buyer to Seller whereby Buyer shall grant to Seller a lien on
the
business assets of Buyer located on the Property. Such Note, Deed of Trust
and
Security Agreement
shall be in the form attached hereto as Xxxxxxxx
"X"xxx
"X" respectively
and shall contain
the following terms and conditions:
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a.
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Principal
balance of Note: $2,400,000.00
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b.
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Interest
rate and payment schedule: The Note shall be amortized over nine
(9)
years
with a balloon payment of all remaining principal and interest due
six
(6) years
after the date the Note is executed; The Note shall accrue interest
during
the first
two (2) years at the rate of 7.25 percent and monthly payments for
the
first two
(2) years of the Note shall be $30,219.86; The Note shall accrue
interest
during
the third and fourth year at the rate of 8.25 percent and monthly
payments
for
years three and four of the Note shall be $31,308.01; The Note shall
accrue interest
during years five and six at the rate of 9.25 percent and monthly
payments
for
years five and six of the Note shall be
$32,050.37;
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c.
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There
will be no penalty for the pre-payment of any principal owed on the
Note,
however,
pre-payment of principal shall only be permitted in amounts of
$50,000.00
or more;
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d.
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The
Deed of Trust with Vendor's Lien shall include a provision requiring
Buyer
to
maintain general liability insurance in the amount of at least
$3,000,000.00, and casualty
insurance in the amount of at least $2,000,000.00, and both policies
shall
name
Sellers and/or their Assigns as additional insureds, and as the Loss
Payee
on the
casualty insurance. Buyer shall not demolish or remove any improvements
from
the Property without Seller's prior written
consent.
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e.
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Seller
reserves from the conveyance of the Property all oil, gas, and other
minerals in
and under and that may be produced from the Property and presently
owned
by Seller. In connection with such reservation, Seller agrees to
waive and
relinquish any
use of the surface of the Property for the exploration and/or removal
of
oil, gas or other minerals, and the right to place or maintain any
structures, improvements, equipment
or pipelines in, on, under or across the Property. Such surface waiver
will
be included in the General Warranty Deed to be delivered at
Closing.
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-2-
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Xxxxxxx
Money:
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$100,000.00
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County
for Performance:
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Tarrant
County, Texas
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A.
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Deadlines
and Other Dates
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All
deadlines in this Contract expire at 5:00 P.M. local time where the Property
is
located. If a deadline falls on a Saturday, Sunday, or national holiday, the
deadline will be extended to the next
day
that is not a Saturday, Sunday, or national holiday. A national holiday is
a
holiday designated
by the federal government. Time is of the essence.
1. EarnestMoney
Deadline: $100,000.00
shall be paid to the Title Company no later
than 2 business days following the final execution of this Contract. All
xxxxxxx
money shall be held by the Title Company in an interest bearing account (with
such interest being paid to the party entitled to receive the Xxxxxxx Money
Deposit
pursuant to this Contract), and is non-refundable if Buyer fails to close
for
any
reason except in the event of Seller's default hereunder or the termination
of
this
Contract by Buyer pursuant to a right to do so granted elsewhere in this
Contract.
2. Closing
Date: The
Closing (herein so called) of the purchase and sale of the
Property shall be held at the offices of the Title Company on or before April
23, 2007, or within
7
days after objections to title have been cured, whichever date is later (it
being the intent of
Buyer
that it may accelerate the Closing Date upon compliance with all conditions
to
closing required
of Buyer hereunder).
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B.
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Closing
Documents
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1.
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At
closing, Seller will deliver the following
items:
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General
Warranty Deed with Vendor's Lien;
The
Owner's Policy of Title Insurance; and
A
written
agreement terminating the existing lease agreement between the
parties.
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2.
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At
closing, Buyer will deliver the following
items:
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Note,
Deed of Trust, and Security Agreement.
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C.
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Purchase
and Sale of Property
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Seller
agrees to sell and convey the Property to Buyer, and Buyer agrees to buy and
pay
Seller
for the Property. The promises by Buyer and Seller stated in this Contract
are
the consideration
for the formation of this Contract.
-3-
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D.
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Title
and Survey
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1. Review
of Title. The
following statutory notice is provided to Buyer on behalf of the
real
estate licensees, if any, involved in this transaction: Buyer
is advised that it should either
have the abstract covering the Property examined by an attorney of Buyer's
own
selection
or be furnished with or obtain a policy of title
insurance.
2. Title
Commitment; Title Policy. "Title
Commitment" means a Commitment for Issuance
of an Owner Policy of Title Insurance by Title Company, as agent for
Underwriter, stating
the condition of title to the Property. The "effective date" stated in the
Title
Commitment must
be
after the Effective Date of this Contract. "Title Policy" means an Owner Policy
of Title Insurance
issued by Title Company, as agent for Underwriter, in conformity with the last
Title Commitment
delivered to and approved by Buyer in the full amount of the Purchase Price.
Buyer
shall obtain an Owner's Title Policy and a Mortgagee's Title Policy. Buyer
and
Seller shall
each pay one-half of the premium for the Owner's Title Policy, and Buyer shall
pay 100% of the premium for the Mortgagee's Title Policy.
3. Survey.
"Survey"
means an on-the-ground, staked plat of survey and metes-and- bounds
description of the Land, prepared by Surveyor or another surveyor satisfactory
to Title Company,
and certified to comply with the current standards and specifications as
published by the
Texas
Society of Professional Surveyors for the Survey Category. Buyer shall pay
100%
of the
cost
of the Survey, except in the event of Seller's Default (defined in Paragraph
H
1. below).
4. Delivery
of Title Commitment, Survey, and Legible Copies. Seller
shall deliver the
Survey, the Title Commitment and legible copies of the title instruments to
Buyer as soon as the same are available, but not later than 20 days following
the effective date of this Contract.
5. Title
Objections. Buyer
has
ten (10) days after the delivery of both the Title Commitment
and the Survey ("Title Objection Deadline") to review the Survey, Title
Commitment,
and legible copies of the title instruments referenced in them and notify Seller
of Buyer's objections to any of them ("Title Objections"). Buyer will be deemed
to have approved all
matters reflected by the Survey and Title Commitment to which Buyer has made
no
Title Objection
by the Title Objection Deadline. The matters that Buyer either approves or
is
deemed to
have
approved are "Permitted Exceptions." If Buyer notifies Seller of any Title
Objections, Seller has 30 days from receipt of Buyer's notice to notify Buyer
whether Seller agrees to cure the
Title
Objections before closing ("Cure Notice"). If Seller does not timely give its
Cure Notice
or
timely gives its Cure Notice but does not agree to cure all the Title Objections
before closing,
Buyer may, within five days after the deadline for the giving of Seller's Cure
Notice, notify
Seller that either this Contract is terminated, in which case Buyer shall be
entitled to the return
of
all Xxxxxxx Money, if any, on deposit with the Title Company. Alternatively,
Buyer may
elect
to proceed to close, subject to Seller's obligations to resolve the items listed
in Schedule
C of the Title Commitment, remove the liquidated liens, remove all exceptions
that arise
by,
through, or under Seller after the Effective Date, and cure only the Title
Objections that Seller
has agreed to cure in the Cure Notice. At or before closing, Seller must resolve
the items that
are
listed on Schedule C of the Title Commitment, remove all liquidated liens,
remove all exceptions
that arise by, through, or under Seller after the Effective Date of this
Contract, and cure
the
Title Objections that Seller has agreed to cure.
-4-
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E.
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Condition
of the Property until Closing; Cooperation; No Recording of
Contract
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1. Maintenance
and Operation. Until
closing, Buyer will maintain the Property as it existed
on the Effective Date, except for reasonable wear and tear and casualty
damage.
2. Current
Lease. Buyer
shall continue to lease the property from Seller and Seller shall
continue to lease the property to Buyer, and Buyer and Seller shall fully comply
with the terms
of
the lease agreement currently in effect between the parties.
3. Casualty
Damage. Seller
will notify Buyer promptly after discovery of any casualty
damage to the Property. Seller will have no obligation to repair or replace
the
Property if it is damaged by casualty before closing, subject to the terms
of
the existing lease agreement. Buyer
may
terminate this Contract if the casualty damage that occurs before closing would
materially
affect Buyer's intended use of the Property, by giving notice to Seller within
fifteen days
after receipt of Seller's notice of the casualty (or before closing if Seller's
notice of the casualty
is received less than fifteen days before closing). The casualty damage will
be
deemed to
materially affect Buyer's intended use if the estimated amount of the damage
exceeds 30 percent
or more of the Purchase Price. If Buyer does not terminate this Contract, Seller
will (a) convey
the Property to Buyer in its damaged condition, (b) assign to Buyer all of
Seller's rights under
any
property insurance policies covering the Property.
4. Condemnation.
Seller
will notify Buyer promptly after Seller receives notice that any
part
of the Property has been or is threatened to be condemned or otherwise taken
by
a governmental
or quasi-governmental authority. Buyer may terminate this Contract if the
condemnation
would materially affect Buyer's intended use of the Property by giving notice
to
Seller
within fifteen days after receipt of Seller's notice to Buyer (or before closing
if Seller's notice
is
received less than fifteen days before closing). If Buyer does not terminate
this Contract,
(a) Buyer and Seller will each have the right to appear and defend their
respective interests
in the Property in the condemnation proceedings, (b) any award in condemnation
will be
assigned to Buyer, and (c) if the taking occurs before closing, the description
of the Property will
be
revised to delete the portion taken.
5. Claims;Hearings.
Seller
will notify Buyer promptly of any claim or administrative
hearing that is threatened, filed, or initiated before closing that affects
the
Property.
6. Cooperation.
Seller
will cooperate with Buyer (a) before and after closing, to transfer the
applications, permits, and licenses held by Seller and used in the operation
of
the Property
and (b) before closing, with any reasonable evaluation, inspection, audit,
or
study of the Property
prepared by, for, or at the request of Buyer.
-5-
7. No
Recording. Buyer
may
not file this Contract or any memorandum or notice of this
Contract in the real property records of any county. If, however, Buyer records
this Contract or
a
memorandum or notice, Seller may terminate this Contract and record a notice
of
termination.
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F.
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Termination
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1. Duties
after Termination. If
this
Contract is terminated, Buyer will promptly return
to
Seller all documents relating to the Property that Seller has delivered to
Buyer
and all copies that Buyer has made of the documents. After return of the
documents and copies, neither party
will have further duties or obligations to the other under this Contract, except
for those obligations that cannot be or were not performed before termination
of
this Contract.
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G.
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Closing
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1. Closing.
This
transaction will close at Title Company's offices at the Closing Date
and
Closing Time. At closing, the following will occur:
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a.
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Closing
Documents The
parties will execute and deliver the Closing Documents, and such
other
documents as are typically required by the Title
Company in connection with the purchase and sale of Real Property
in
Tarrant County, Texas.
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b.
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Payment
of Purchase Price. Buyer
will deliver the Purchase Price and other
amounts that Buyer is obligated to pay under this Contract to Title
Company
in funds acceptable to Title Company. The Xxxxxxx Money will be
applied to the Purchase Price.
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c.
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Disbursement
of Funds; Recording; Copies. Title
Company will be instructed
to disburse the Purchase Price and other funds in accordance with
this Contract, record the deed and the other Closing Documents
directed
to be recorded, and distribute documents and copies in accordance
with the
parties' written instructions.
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d.
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Delivery
of Originals. Seller
will deliver to Buyer the originals of Seller's Records.
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e.
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Possession.
Seller
will deliver possession of the Property to Buyer, subject
to the Permitted Exceptions existing at closing and any lien and
security
interest in favor of Seller, if the sale is
Seller-financed.
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2.
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Transaction
Costs
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a.
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Seller's
Costs. Seller
will pay one-half of the premium for the Owner's Title
Policy, one-half of the escrow fee charged by Title Company; the
costs to
prepare the deed; the costs to obtain, deliver, and record
releases of
all liens to be released at closing; the costs to record all documents
to
cure
Title Objections agreed to be cured by Seller; Title Company's
inspection
fee to delete from the Title Policy the customary exception for
parties
in possession; the costs to obtain the Survey and certificates or
reports
of ad valorem taxes; the costs to deliver copies of the instruments
described
in section D.4.; and Seller's expenses and attorney's
fees.
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-6-
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b.
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Buyer's
Costs. Buyer
will pay one-half of the escrow fee charged by Title Company;
one-half of the premium for the Owner's Title Policy and the entire
premium for the Mortgagee's Title Policy; the costs to obtain,
deliver,
and record all documents other than those to be recorded at Seller's
expense; the additional premium for the "survey/area and boundary
deletion" in the Title Policy, if the deletion is requested by
Buyer;
the costs of work required by Buyer to have the survey reflect
matters
other than those required under this Contract; the costs to obtain
financing
of the Purchase Price, including the incremental premium costs
of
mortgagee's title policies and endorsements and deletions required
by
Buyer's
lender; and Buyer's expenses and attorney's
fees.
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c.
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Ad
Valorem Taxes. Ad
valorem taxes for the Property for the calendar year
of closing will be paid by Buyer. Seller will promptly notify Buyer
of
all notices of proposed or final tax valuations and assessments that
Seller
receives after the Effective Date and after closing. All taxes due
as
of
closing will be paid at closing. If the Property has been the subject
of
special
valuation and reduced tax assessments pursuant to the provisions
of
chapter 23, subchapter D, of the Texas Tax Code with respect to any
period
before the closing and additional taxes are assessed pursuant to
section
23.55 thereof, the following will
apply:
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(1)
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If
Seller changes the use of the Property before closing, resulting
in the
assessment of additional taxes for periods before closing, Seller
will pay
the additional taxes.
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(2)
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If
this sale or Buyer's use of the Property results in the assessment
of
additional taxes for periods before closing, Buyer will pay the
additional
taxes.
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d.
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Postclosing
Adjustments. If
errors in the prorations made at closing are identified
within ninety days after closing, Seller and Buyer will make postclosing
adjustments to correct the errors within fifteen days of receipt
of
notice of the errors.
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e.
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Brokers'
Commissions. Buyer
and Seller each indemnify and agree to defend and
hold the other party harmless from any loss, attorney's fees, and
court
and other
costs arising out of a claim by any person or entity claiming by,
through,
or
under the indemnitor for a broker's or finder's fee or commission
because
of this
transaction or this Contract, whether the claimant is disclosed to
the
indemnitee or not. At closing, each party will provide the other
party
with a release
of broker's or appraiser's liens from all brokers or appraisers for
which
each
party was responsible.
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-7-
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f.
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Lease
Agreement. Rent
for the month of closing and all other charges due Seller
under the existing lease agreement shall be prorated at the Closing,
effective
as of the Closing Date, using the best available computations of
such
items.
At the Closing, the existing lease agreement shall be terminated
and
the
parties shall have no further obligations to each other thereunder
except
those
that expressly survive its
termination.
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3. Issuance
of Title Policy. Buyer
will cause Title Company to issue the Mortgagee Title
Policy to Seller as soon as practicable after closing.
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H.
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Default
and Remedies
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1. Seller's
Default. If
Seller
fails to perform any of its obligations under this Contract
("Seller's Default"), Buyer may elect either of the following as its sole and
exclusive remedy:
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a.
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Termination;
Liquidated Damages. Buyer
may terminate this Contract by giving
notice to Seller on or before the Closing Date, and receive a full
and
immediate refund of the Xxxxxxx
Money.
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b.
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Specific
Performance. Buyer
may enforce specific performance of Seller's obligations
under this Contract. If title to the Property is conveyed to Buyer
as a result of Buyer's selection of this remedy, the conveyance will
be
subject to the matters stated in the Title
Commitment.
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2. Buyer's
Default. If
Buyer
fails to perform any of its obligations under this Contract
("Buyer's Default"), Seller may elect either of the following as its sole and
exclusive remedy:
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a.
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Termination;
Liquidated Damages. Seller
may terminate this Contract by giving
notice to Buyer on or before the Closing Date and Closing Time
and
retain the Xxxxxxx Money.
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b.
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Specific
Performance. Seller
may enforce specific performance of Buyer's obligations
under this Contract. If title to the Property is conveyed to Buyer
as a result of Seller's selection of this remedy, the conveyance
will
be
subject to the matters stated in the Title
Commitment.
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3. Liquidated
Damages. Seller
arid Buyer agreeing that actual damages due to Buyer's
default hereunder would be difficult and inconvenient to ascertain and that
such
amount is
not a
penalty and is fair and reasonable in light of all relevant circumstances and
represents the maximum
amount Seller is entitled to recover from Buyer as a result of its default
under
this Contract.
-8-
4. Attorney's
Fees. If
either
party retains an attorney to enforce this Contract, the party
prevailing in litigation is entitled to recover reasonable attorney's fees
and
court and other costs.
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I.
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Miscellaneous
Provisions
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1. Notices.
Any
notice required by or permitted under this Contract must be in writing.
Any notice required by this Contract will be deemed to be delivered (whether
actually received
or not) when deposited with the United States Postal Service, postage prepaid,
certified mail,
return receipt requested, and addressed to the intended recipient at the address
shown in this
Contract. Notice may also be given by regular mail, personal delivery, courier
delivery, facsimile
transmission, or other commercially reasonable means and will be effective
when
actually
received. Any address for notice may be changed by written notice delivered
as
provided
herein. Copies of each notice must be given by one of these methods to the
attorney of the
party
to whom notice is given.
2. Entire
Contract. This
Contract, together with its exhibits, and any Closing Documents
delivered at closing constitute the entire agreement of the parties concerning
the sale of
the
Property by Seller to Buyer. There are no oral representations, warranties,
agreements, or promises
pertaining to the sale of the Property by Seller to Buyer not incorporated
in
writing in this
Contract.
3. Amendment.
This
Contract may be amended only by an instrument in writing signed
by
the parties.
4. Assignment.
Except
as
otherwise provided for herein, Buyer may not assign this Contract
or any of Buyer's rights under it without Seller's prior written consent, and
any attempted
assignment is void. This Contract binds, benefits, and may be enforced by the
parties and
their
respective heirs, successors, and permitted assigns. Seller hereby acknowledges
that Rick's
Cabaret International, Inc., the prospective purchaser of 100% of the issued
and
outstanding
common stock of Buyer and referred to in subparagraph 14 below and its wholly-
owned
subsidiary, RCI Holdings, Inc., are each a permitted assignee of Buyer under
this Paragraph
I (4).
5. Survival.
The
obligations of this Contract that cannot be performed before termination
of this Contract or before closing will survive termination of this Contract
or
closing, and
the
legal doctrine of merger will not apply to these matters. If there is any
conflict between the
Closing Documents and this Contract, the Closing Documents will
control.
6. Choice
of Law; Venue; Alternative Dispute Resolution. This
Contract will be construed
under the laws of the state of Texas, without regard to choice-of-law rules
of
any jurisdiction.
Venue is in Tarrant County, Texas, except as otherwise provided by applicable
law. Time
permitting, the parties will submit in good faith to an alternative dispute
resolution process before filing a suit concerning this
Contract.
-9-
7. Waiver
of Default. It
is not
a waiver of default if the nondefaulting party fails to declare
immediately a default or delays taking any action with respect to the
default.
8. No
Third-Party Beneficiaries. There
are
no third-party beneficiaries of this Contract.
9. Severability.
The
provisions of this Contract are severable. If a court of competent
jurisdiction finds that any provision of this Contract is unenforceable, the
remaining provisions
will remain in effect without the unenforceable parts.
10. Ambiguities
Not to Be Construed against Party Who Drafted Contract. The
rule
of
construction that ambiguities in a document will be construed against the party
who drafted it will not be applied in interpreting this Contract.
11. No
Special Relationship. The
parties' relationship is an ordinary commercial relationship,
and they do not intend to create the relationship of principal and agent,
partnership, joint
venture, or any other special relationship.
12. Counterparts.
If
this
Contract is executed in multiple counterparts, all counterparts
taken together will constitute this Contract.
13. Confidentiality.
The
parties will keep confidential this Contract, this transaction, and
all
information learned in the course of this transaction, except to the extent
disclosure is permitted
under this Contract or is in furtherance of the performance of this Agreement
by
a party,
or
is required by law or court order or to enable third parties to advise or assist
Buyer to investigate
the Property or either party to close this transaction.
14. Change
of
Control. The parties acknowledge that BLP Holdings, LLC., a Texas
limited
liability company, and the owner of 100% of the outstanding common stock of
Buyer ("BLP")
is negotiating the sale of 100% of the outstanding common stock of Buyer (the
"WKC Stock")
to Rick's Cabaret International, Inc., a Texas corporation ("Rick's"). As an
additional inducement
for the execution of this Contract by Seller, BLP agrees to deposit the sum
of
$150,000.00
in cash or certified funds (the "BLP Deposit"), with Seller on the Closing
Date.
Concurrently with the execution of this Contract, Seller and BLP shall execute
an agreement providing
for the disposition of the BLP Deposit following delivery to Seller. Such
agreement shall
contain the following terms and conditions:
(a) Seller
agrees to release to BLP the sum of $12,500.00 each month following
the Closing, for a period of 12 months thereafter, provided that, as a condition
to
the
delivery of each monthly payment of $12,500.00 to BLP, Seller has received
from
Buyer
the
monthly installment of principal and interest due under the Note for such
month;
-10-
(b) If
Seller
does not receive the monthly installment due Seller under the Note, Seller
shall
retain, as Liquidated damages, the sum of $12,500.00 otherwise due BLP from
the
BLP Deposit.
Seller
acknowledges and agrees that in the event there does not occur a Change of
Control of Buyer to Rick's at or contemporaneous with the closing of the
transactions contemplated hereunder, then BLP shall be relieved of any
obligation to deliver the BLP Deposit to Seller.
SELLER:
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/s/
Xxxxxx Xxxxxxxxxx
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4/4/07
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XXXXXX
XXXXXXXXXX
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Date
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XXXXXX
X. XXXXXXXXX
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Date
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BUYER:
W.K.C.
Inc.
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By:
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/s/
Xxxxx Xxxx
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4/4/07
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Xxxxx
Xxxx, President
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Date
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-11-
(b) If
Seller
does not receive the monthly installment due Seller under the Note, Seller
shall
retain, as liquidated damages, the sum of $12,500.00 otherwise due BLP from
the
BLP Deposit
Seller
acknowledges and agrees that in the event there does not occur a Change of
Control of Buyer to Rick's at or contemporaneous with the closing of the
transactions contemplated hereunder, then BLP shall be relieved of any
obligation to deliver the BLP Deposit to Seller.
SELLER:
|
XXXXXX
XXXXXXXXXX
|
Date
|
||
|
/s/
Xxxxxx X Xxxxxxxxx
|
April
4, 0000
|
||
|
XXXXXX
X. XXXXXXXXX
|
Date
|
BUYER:
W.K.C.
Inc.
|
By:
|
||||
|
Xxxxx
Xxxx, President
|
Date
|
-11-
