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EXHIBIT 10.29
NORTH PARKWAY SQUARE, A CONDOMINIUM
CONTRACT FOR PURCHASE AND SALE OF REAL PROPERTY
THIS AGREEMENT, made and entered into this 20th day of February, 1998,
by and between CARDIAC MEDICAL, INC., a Georgia corporation (hereinafter
referred to as the "Seller"), and HORIZON MEDICAL PRODUCTS, INC. (hereinafter
referred to as the "Purchaser");
W I T N E S S E T H:
WHEREAS, Seller is the owner of Xxxx 0-0, Xxxxx Xxxxxxx Xxxxxx, an
office condominium consisting of 3,300 square feet (measured on the exterior
faces of the exterior walls of the building in which the Unit is located) and
located on the entire second floor at Seven North Parkway Square, 0000 Xxxxxxxxx
Xxxxxxx, X.X., Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx 00000 (the "Unit"), which is
subject to Declaration for North Parkway Square, a Condominium, dated March 28,
1985 and recorded at Deed Book 9443, page 373, Xxxxxx County, Georgia records,
as amended (hereinafter referred to as the "Declaration"), and being located on
a tract of land approximately 9.4 acres along the southern side of Northside
Parkway (U.S. Highway 41) in Land Xxxx 000 xxx 000 xx xxx 00xx Xxxxxxxx xx
Xxxxxx Xxxxxx, Xxxxxxx and being more particularly described on Exhibit "A"
attached hereto and incorporated herein by reference (hereinafter referred to as
the "Land"); and
WHEREAS, Purchaser desires to purchase the Unit from Seller.
1. Purchase and Sale. Purchaser agrees to purchase the Unit and
Seller agrees to sell the Unit under and subject to the terms and conditions
hereinafter set forth. Excluded from the sale hereunder shall be all personal
property, equipment, furniture, appliances, and fixtures located in the Unit
(including without limitation all lighting fixtures, window treatments, and
draperies) (all of which collectively is referred to as the "Excluded
Property"). It is acknowledged by the parties that the personal property within
the Unit that is in the individual office of each of Xxx X. Xxxxxxx, Xx.,
Xxxxxxxx X. Xxxx, and Xxxxxxx X. Xxxxxxxx, Xx. is owned by such individual and
that any items of personal property within the Unit but outside of such
individual offices that was originally contributed or loaned to Seller by Xxx X.
Xxxxxxx, Xx., Xxxxxxxx X. Xxxx, or Xxxxxxx X. Xxxxxxxx, Xx. for purposes of
furnishing the Unit remains the property of such individual who made such
contribution or loan.
2. Purchase Price. The purchase price for the Unit shall be Four
Hundred Seventy-Two Thousand Dollars ($472,000.00), to be paid in cash or by
certified or cashier's check at closing.
3. Closing. The closing shall take place on a date and at a time
agreed to by Seller and Purchaser at the Unit, but no later than April 30, 1998.
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4. Conveyance and Title. Seller agrees to convey the Unit to
Purchaser by General Warranty Deed subject only to (a) zoning ordinances,
variance, and regulations affecting the Land; (b) utility easements and
facilities, if any, now or hereafter affecting the Land; (c) ad valorem taxes
for the year of sale not yet due and payable and for prior years resulting from
possible adjustments to the Xxxxxx County tax digest; (d) the terms, conditions,
covenants, and provisions set forth in the Declaration, and the Articles of
Incorporation, the By-Laws, and Rules and Regulations of the Condominium
Association described in the Declaration, and any matters now or hereafter shown
on any plats or revisions thereof; (e) Right-of-Way Deeds given or to be given
to the appropriate political subdivision of the State of Georgia for the
widening of Northside Parkway; (f) Mutual Parking Lot Agreement with Mount Paran
Church of God, Inc., dated June 21, 1983, and recorded in Deed Book 8546, page
317, Xxxxxx County, Georgia records; (g) Easements for drainage, construction,
and maintenance, and releases contained in Right-of-Way Deeds and Easements
recorded in Deed Book 1538, page 485, Deed Book 1654, page 204, Deed Book 1538,
page 486, and Deed Book 1655, page 242, Xxxxxx County, Georgia records; (b)
Indemnity Agreement from Xxxx Xxxxx and Xxxxxx Xxxxxxx to City of Atlanta, dated
October 31, 1981, recorded in Deed Book 7983, page 1, Xxxxxx County Georgia
records; (i) Indemnity Agreements now or hereafter given to the City of Atlanta
with respect to drainage facilities and water run-off; (j) the rights of the
public over and across that portion of the Land known as Old Settlement Road;
(k) the fact that no access to and from a public street is available over Old
Settlement Road; (l) Conveyance of Access Rights from XxXxxx-Xxxxx Company to
Department of Transportation, State of Georgia, dated February 2, 1984, recorded
in Deed Book 9215, page 197, Xxxxxx County, Georgia records; (m) the rights of
tenants occupying the Unit; and (n) other easements, restrictions, and covenants
of record or to be recorded, if any, which do not adversely affect the ability
of the Purchaser to use the Unit as an office. Title shall be deemed marketable
if a national title insurance company will issue its commitment at standard
rates with only its standard exceptions and any exceptions permitted hereunder.
Purchaser shall have a reasonable time after acceptance of this Agreement 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 be
entitled to satisfy valid objections by using funds from the closing proceeds
provided by Purchaser at the closing. If Seller is unable to correct such
defects at or prior to the closing or would be unable to correct such defects
with funds from the closing proceeds provided by Purchaser at the closing, then,
at the option of Purchaser, evidenced by written notice to Seller, and this
Agreement shall be null and void and the parties hereto shall have no further
liability to each other. The outstanding Security Deed on the Unit held by
NationsBank of Georgia securing indebtedness of Seller shall be paid and
satisfied at the closing with proceeds payable to Seller at the closing.
5. Taxes and Closing Costs. At the closing, Seller shall pay the
State of Georgia real property transfer tax. Purchaser shall pay all other
closing costs, exclusive of the fees and charges of any attorney representing
Seller, but inclusive of any and all costs, charges, taxes, fees, and expenses
attributable to any financing of the Unit or the purchase thereof by Purchaser.
All ad valorem taxes and any other items customarily prorated (including, but
not limited to, the assessment for Common Expenses of the Condominium and
utilities), shall be prorated as of the date of closing. If the taxes have
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not been assessed at date of closing, the proration shall be based upon the
assessment for the prior year and the parties shall by appropriate payment
adjust the same at the time the taxes for the year of closing become known.
Seller shall pay any additional taxes with respect to prior years if and when
the tax digest is adjusted for prior years.
6. No Warranty. The Property shall be conveyed "AS IS" except for
the warranty of title provided for in paragraph 4 above. SELLER MAKES NO
WARRANTY AS TO THE CONDITION OR FITNESS FOR ANY PARTICULAR USE.
7. Assignment. Purchaser may not, without the express written
consent of Seller, which may be denied, assign this Agreement or any right,
title, or interest hereunder. Any purported assignment by Purchaser with
Seller's express prior written consent thereto shall be null and void. In the
event of an assignment by Purchaser permitted herein or consented to by Seller,
the Purchaser shall nevertheless continue fully obligated, jointly and severally
with such assignee, for the performance of all of Purchaser's obligations
hereunder until the closing of the sale with such assignee Purchaser.
8. Office Agreement Between Seller and Sulzer Intermedics, Inc.
Purchaser acknowledges that it has received a copy of the Office Agreement dated
October 1, 1997 between Seller and Sulzer Intermedics, Inc. ("Sulzer")
pertaining to the use of certain portions of the Unit by Sulzer, or at a
location agreed upon by Sulzer and Purchaser, from time to time over a period of
five years. Purchaser agrees that Purchaser will provide such space to Sulzer at
the Unit or at a location mutually agreed upon by Sulzer and Purchaser pursuant
to the terms of the Office Agreement. Subsequent to the closing of the purchase,
Seller will continue to be entitled to all payments due under the Office
Agreement to Seller from Sulzer.
9. Miscellaneous Provisions.
(a) This Agreement shall be governed by, and construed
and interpreted in accordance with, the laws of the State of Georgia.
(b) Except as expressly limited by the terms of this
Agreement, all rights, powers, and privileges conferred hereunder shall be
separate, distinct, and cumulative of other powers and rights herein granted and
all other rights which any party may have in law or in equity, and none of them
shall be to the exclusion of any of the others.
(c) No failure or delay of any part to exercise any right
or power given said party hereunder or to insist upon strict compliance by
another party with his obligations hereunder, and no custom or practice of the
parties at variance with the terms hereof shall constitute a modification hereof
or a waiver of any party's right to demand strict compliance with the terms
hereof.
(d) This Agreement contains the entire agreement of the
parties hereto with respect to the transaction contemplated herein, and no prior
or contemporaneous
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representations, inducements, promises, or agreements, oral or otherwise,
between the parties not embodied herein shall be of any force or effect.
(e) Subject to any limitations on assignability or
transferability contained herein, this Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, personal representatives, successors, and assigns.
(f) No amendment to this Agreement shall be binding on
any of the parties to this Agreement unless such amendment is in writing and
such amendment is executed by all of the parties affected thereby.
(g) Time is of the essence of this Agreement.
(h) If any term, covenant, or condition of this Agreement
or the application thereof to any person or circumstance shall, to any extent,
be invalid or unenforceable, the remainder of this Agreement, or the application
of such term, covenant, or condition to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term, covenant, or condition of this Agreement shall be valid
and be enforced to the fullest extent permitted by law.
(i) This Agreement may be executed in several
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original, and each of which when
taken together shall constitute but one agreement. This Agreement shall be
effective at such time as all parties hereto have executed a counterpart of this
Agreement.
(j) Any pronouns used herein shall include, when
appropriate, either gender or the neuter form and both singular and plural.
(k) The parties hereto covenant and agree to do such
further acts and things, and to execute and deliver such additional agreements,
documents, and instruments, as may be reasonably necessary from time to time to
implement the terms of this Agreement.
(1) Paragraph headings used herein are for convenience
only and are not to affect the construction of, or be taken into consideration
in interpreting, this Agreement.
(m) Each party hereto warrants and represents that such
party has full and complete authority to enter into this Agreement and each
person executing this Agreement on behalf of a party warrants and represents
that he has been fully authorized to execute this Agreement on behalf of such
party and that such party is bound by the signature of such representative.
10. Notices. Notices required or permitted hereunder or by law
shall be conclusively deemed given when personally delivered, or on the third
day after posting the same in the United States mail, certified mail, with full
postage prepaid, properly
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addressed to the addressees set out below or at such other addresses as are
specified by written notice delivered in accordance herewith:
SELLER: Cardiac Medical, Inc.
Seven North Parkway Square
0000 Xxxxxxxxx Xxxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attn: Xx. Xxx X. Xxxxxxx, Xx.
PURCHASER: Horizon Medical Products, Inc.
Seven North Parkway Square
0000 Xxxxxxxxx Xxxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attn: Xx. Xxxxxxxx X. Xxxx
with a copy to: Xxx X. Xxxxxxxxx, III
Xxxxxxxxx & Virgin, P.C.
000 Xxxxxx Xxxxxx; Xxxxx 0000
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
SELLER: CARDIAC MEDICAL, INC.
By: /s/ Xxx X. Xxxxxxx, Xx.
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Xxx X. Xxxxxxx, Xx., President
PURCHASER: HORIZON MEDICAL PRODUCTS, INC.
By: /s/ Xxxxxxxx X. Xxxx
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Xxxxxxxx X. Xxxx, Chief Executive Officer
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EXHIBIT "A"
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 215 and 236 of the
17th District of Xxxxxx County, Georgia, and being more particularly described
as follows:
BEGINNING AT A POINT marked by an iron pin found at the intersection of the
southern margin of the right-of-way of Xxxxxxxxx Xxxxxxx (X.X. Xxxxxxx Xx. 00)
(having a right-of-way width of 200 feet) and the land lot line dividing Land
Lots 215 and 236; RUNNING THENCE South 84 degrees 33 minutes East along the
southern margin of the right-of-way of Northside Parkway a distance of 556.75
feet to a point marked by an iron pin found; RUNNING THENCE South 00 degrees 11
minutes 47 seconds East a distance of 511.15 feet to a point marked by an iron
pin in Old Settlement Road on the southern land lot line of Land Lot 215;
RUNNING THENCE South 89 degrees 25 minutes 45 seconds West along the southern
land lot line of Land Lots 215 and 236 a distance of 700.06 feet to a point
marked by an iron pin found; RUNNING THENCE North 09 degrees 59 minutes 25
seconds West a distance of 603.90 feet to a point marked by an iron pin on the
southern margin of the right-of-way of Northside Parkway; RUNNING THENCE South
84 degrees 33 minutes East along the southern margin of the right-of-way of
Northside Parkway a distance of 249.94 feet to the POINT OF BEGINNING; said
parcel containing 9.497 acres; all as shown and delineated as Tracts "A", "B",
and "C" on plat of survey prepared for XxXxxx-Xxxxx Company by Xxxxxxx X.
Xxxxxxxx, Registered Professional Land Surveyor No. 2165, dated September 16,
1982, and revised October 6, 1982.
