EXHIBIT 10.8
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (the "Agreement") has been executed on June 24, 1997,
to be effective as of July 1, 1997, between MAIN STREET REALTY, INC., a Nevada
corporation ("Seller") and 100 MAIN REALTY, LTD., a Texas limited partnership
("Purchaser").
W I T N E S S E T H:
1. Purchase and Sale. Subject to the terms and conditions hereinafter set
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forth, and in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Seller agrees to sell and convey and Purchaser
agrees to purchase all right, title and interest in and to that certain tract of
land situated in Tarrant County, Texas, more particularly described on Exhibit A
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attached hereto and made a part hereof, including any rights and appurtenances
pertaining thereto (the "Land"), together with all buildings, structures and
improvements situated thereon (the "Improvements"), all of Seller's personal
property located on the Land and the Improvements (the "Personalty") and all of
Seller's interests in any contracts or leases affecting the Land, the
Improvements or the Personalty (the "Contracts"). The execution and
consummation of this Agreement is made subject to the consent by the holder of
the Note and Deed of Trust referred to in paragraph 4(a) hereof to the transfer
of the Property by Seller to Purchaser, and, if such holder fails or refuses to
consent to such transfer, this Agreement shall be null and void ab initio and no
force and effect.
2. Property. The Land, the Improvements, the Personalty and the Contracts
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are collectively referred to herein as the "Property". The Property shall be
conveyed subject to all matters that would be disclosed by surveying the
Property and all matters of record in Tarrant County, Texas (the "Permitted
Exceptions").
3. Purchase Price. Seller agrees to sell and Purchaser agrees to purchase
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the Property for a total of ONE MILLION SIX HUNDRED SEVENTY FIVE THOUSAND
DOLLARS ($1,675,000.00) (the "Purchase Price").
4. Payment to Seller. The Purchase Price shall be paid to Seller in the
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following manner:
(a) assumption by Purchaser of all indebtedness evidenced by that
certain Promissory Note dated March 25, 1996 (the "Note"), executed by Seller
and made payable to the order of Time Insurance Company in the original
principal sum of $1,200,000, together with all liabilities and obligations
arising from that certain Deed of
Trust and Security Agreement of even date therewith (the "Deed of Trust")
securing the Note and encumbering the Property, and subject to and in reliance
upon the benefits of the limitation-of-liability and nonrecourse provisions
contained in the Note and/or Deed of Trust;
(b) payment by Purchaser of an amount in cash equal to the difference
between the outstanding principal balance of the Note at closing and the
Purchase Price.
5. Title Insurance. Seller shall cause to be furnished to Purchaser, at the
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sole expense of Seller, an Owner's Policy of Title Insurance covering the
Property in the full amount of the Purchase Price (with no exceptions other than
the standard printed exceptions, but with the survey exception deleted) and an
update of the most recent survey in respect of the Property if so desired by
Purchaser.
6. Time and Place. Closing of the transaction contemplated hereby (the
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"Closing") shall be held on or before July 15, 1997, at the offices of Rattikin
Title Company in Fort Worth, Texas or as otherwise designated by Purchaser.
7. Seller's Obligations at Closing. At Closing, Seller shall deliver to
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Purchaser each of the following, which must be in form and substance
satisfactory to Purchaser:
(a) Special Warranty Deed in the form of Exhibit B hereto, executed
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and acknowledged by Seller;
(b) an Assignment of Leases and Contracts, executed and acknowledged
by Seller;
(c) a Xxxx of Sale, executed by Seller;
(d) a FIRPTA Affidavit, executed by Seller;
(e) an Assumption and Modification Agreement (herein so called),
executed and acknowledged by Seller and by the holder of the Note and Deed of
Trust; and
(f) the Owner's Policy of Title Insurance and survey update required
by paragraph 5 preceding.
8. Purchaser's Obligation at Closing. At Closing, Purchaser shall:
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(a) pay to Seller an amount equal to the difference between the
outstanding principal balance of the Note as of July 1, 1997 (after making and
applying the July 1, 1997 payment) and the Purchase Price in cash or
immediately available funds; and
(b) join Seller in executing the Assumption and Modification
Agreement, which Purchaser shall cause to be recorded in the Real Property
Records of Tarrant County, Texas.
9. Closing Costs. Seller shall pay all closing costs associated with the
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transaction which is the subject of this Agreement, including, without
limitation, all applicable legal, title, recording and assumption fees.
10. Exculpation of Purchaser. Purchaser's assumption of the Note and the
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Deed of Trust pursuant to the Assumption and Modification Agreement shall be
subject to the exculpatory, nonrecourse and limitation-of-liability provisions
contained in the Note and the Deed of Trust and Purchaser's liability thereunder
shall be expressly limited by such provisions.
11. Default by Purchaser. In the event that Purchaser fails to consummate
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this Agreement for any reason, except Seller's default, Seller shall have the
right to pursue any remedy available at law or in equity as a result of such
breach.
12. Default by Seller. In the event that Seller fails to consummate this
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Agreement for any reason, except Purchaser's default, Purchaser shall have the
right to pursue any remedy available at law or in equity as a result of such
breach.
13. Disclaimers. PURCHASER AGREES THAT IT HAS PERFORMED EXAMINATIONS AND
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INVESTIGATIONS OF THE PROPERTY PRIOR TO EXECUTING THIS AGREEMENT AND HAS RELIED
SOLELY UPON SUCH EXAMINATIONS AND INVESTIGATIONS IN DECIDING TO ENTER INTO THIS
AGREEMENT. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT PURCHASER IS PURCHASING
THE PROPERTY "AS IS" AND "WHERE IS," AND WITH ALL FAULTS AND THAT SELLER IS
MAKING NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY
OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO THE PROPERTY.
14. Time of Essence. Seller and Purchaser agree that time is of the essence
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of this Agreement.
15. Successors and Assigns. The terms and provisions of this Agreement are
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to apply to and bind any successors and assigns of the parties hereto.
16. Entire Agreement. This Agreement, including the Exhibits, contains the
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entire agreement between the parties pertaining to the subject matter hereof and
fully supersedes all prior agreements and understandings between the parties
pertaining to such subject matter.
17. Attorney's Fees. In the event of any controversy, claim or dispute
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between the parties affecting or relating to the subject matter or performance
of this Agreement, the prevailing party shall be entitled to recover from the
non-prevailing party all of its reasonable expenses, including reasonable
attorneys' and accountants' fees.
18. Counterparts. This Agreement may be executed in several counterparts,
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and all such executed counterparts shall constitute the same agreement. It
shall be necessary to account for only one such counterpart in proving this
Agreement.
19. Severability. If any provision of this Agreement is determined by a
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court of competent jurisdiction to be invalid or unenforceable, the remainder of
this Agreement shall nonetheless remain in full force and effect.
20. Limited Liability. The obligations of Seller, its agents,
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representatives or employees, arising by virtue of this Agreement shall be
limited to the interest of Seller in the Property and resort shall not be had to
any other assets of Seller, its agents, representatives or employees.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement to
be effective as of the date first herein written.
SELLER:
MAIN STREET REALTY, INC.
By: /s/ XXXXXX XXXXXX
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Name: Xxxxxx Xxxxxx
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Title: Treasurer
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PURCHASER:
100 MAIN REALTY, LTD.
By: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. XxXxxx,
Managing General Partner
