Exhibit 10.1
PURCHASE AGREEMENT
THIS AGREEMENT is made as of March 12, 2004 (the "Effective Date"),
between XXXXXXX ENGINEERING, INC., a Minnesota corporation ("Seller"), and WSI
INDUSTRIES, INC., a Minnesota corporation, or its assigns ("Buyer").
In consideration of this Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller and Buyer agree as follows:
1. Sale of Property. Seller shall sell to Buyer, and Buyer shall
buy from Seller, the following property (collectively, the "Property"):
(a) Real Property. The real property located at 000 Xxxxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxxxx, legally described on the attached
Exhibit A, together with all buildings and improvements
constructed or located thereon, all fixtures and installed
equipment therein, and all easements and rights benefiting or
appurtenant thereto (collectively the "Real Property"). The
Real Property is subject to the Permitted Encumbrances
described in Section 6 of this Agreement.
(b) Personal Property. Seller's interest in any personal property
located at the Real Property used in the operation and
maintenance of the Real Property (the "Personal Property").
(c) Contracts. Seller's interests in any assignable service and
maintenance contracts, equipment leases and other contracts,
if any, regarding the Real Property (the "Contracts").
(d) Permits. Seller's interests in all assignable permits and
licenses benefiting the Property, if any (the "Permits").
(e) Warranties. Seller's interests in all assignable warranties
and guaranties given to, assigned to or benefiting Seller or
the Real Property regarding the acquisition, construction,
design, use, operation, management or maintenance of the Real
Property, if any (the "Warranties").
(f) Plans. Seller's interests in the blueprints, plans and
specifications regarding the Real Property, if any, in
Seller's possession or immediately available to Seller (the
"Plans").
(g) Records. All records of Seller regarding the Property which
are known by Seller to be in its possession or immediately
available to Seller, including all Contracts, Permits,
Warranties, Plans, a schedule of the Personal Property, if
any, surveys, environmental reports and soil reports, all
records regarding management and leasing, real estate taxes
and assessments, maintenance, repairs and capital
improvements, but excluding, appraisals, insurance policies
and insurance records, tax returns and such
other records as are normally viewed as confidential, provided
that such other records are not necessary, in Seller's
reasonable judgment, to the continued operation and management
of the Real Property (the "Records").
2. Purchase Price and Manner of Payment. The total purchase price
for the Property (the "Purchase Price") is One Million Nine Hundred Thousand and
no/100 Dollars ($1,900,000.00). Buyer shall pay the Purchase Price to Seller as
follows:
(a) $25,000.00 (the "Xxxxxxx Money") to be paid within five (5)
days of the Effective Date to First American Title Insurance
Company ("Title"), the sufficiency of which Seller hereby
acknowledges; and
(b) $1,875,000.00 by wire transfer to Title for the benefit of
Seller by 2:00 p.m. on the Closing Date, defined below (the
"Closing Payment").
Title, by executing the attached Joinder, acknowledges that it has received the
Xxxxxxx Money on behalf of the Seller and agrees to deposit the Xxxxxxx Money in
a segregated, interest bearing account insured by the FDIC and to hold and
disburse the Xxxxxxx Money in the manner specified by this Agreement. All
interest earned on the Xxxxxxx Money shall be added to and become part of the
Xxxxxxx Money.
3. Contingencies. The obligations of Buyer under this Agreement
are contingent upon each of the following (the "Contingencies"):
(a) Title. Title shall have been found acceptable, or been made
acceptable, in accordance with the requirements and terms of
Section 6 below.
(b) Testing. Buyer shall have determined, on or before the
Contingency Date, that it is satisfied with the results of and
matters disclosed by soil tests, engineering inspections,
hazardous waste and environmental reviews, business
feasibility reviews of the Property and such other tests,
studies and investigations as Buyer deems necessary in its
sole determination (the "Tests"), all Tests to be obtained at
Buyer's sole cost and expense. Until the Closing Date, Seller
shall allow Buyer, and Buyer's agents, access to the Real
Property without charge and at all reasonable times for the
purpose of Buyer completing the Tests. Buyer shall deliver to
Seller reasonable prior written notice of its planned entry
onto the Property and Buyer shall conduct its activities in a
manner so as not to unreasonably disturb or interfere with the
activities of Seller or any tenant or occupant of the Property
nor materially disturb the structural components of the
Building. Buyer shall pay all costs and expenses of the Tests
and shall indemnify and hold Seller and the Property harmless
from all costs and liabilities, including mechanics' liens,
relating to the Buyer's activities and those of its agents on
or about the Property. Buyer shall further repair and restore
any damage to the Property caused by or occurring during
Buyer's testing and shall return the Property to substantially
the same condition as existed prior to such entry. Buyer shall
promptly deliver to Seller true and correct copies of all Test
reports upon receipt of same. Buyer's obligations in this
Section 3(b) are referred to herein as "Buyer's
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Due Diligence Obligations" and Buyer's Due Diligence
Obligations shall specifically survive the termination or
cancellation of this Agreement.
(c) Document Review. Within fifteen (15) days after the Effective
Date, Seller shall deliver to Buyer true and correct copies of
the Records. Buyer shall have determined, on or before the
Contingency Date, that it is satisfied with its review and
analysis of the Records.
(d) Government Approvals. Buyer shall have obtained at its sole
cost and expense, on or before the Closing, all final
governmental approvals necessary in Buyer's judgment in order
to make use of the Property as Buyer intends. Seller shall,
without charge to Buyer, cooperate in Buyer's attempts to
obtain all such governmental approvals.
(e) Board Approval. Buyer shall obtain the approval of this
Agreement by its Board of Directors.
(f) Financing. Buyer shall have received, on or before the
Contingency Date, a commitment for financing its purchase of
the Property upon terms and conditions acceptable to Buyer in
its sole determination.
(g) Seller's Obligations. Each of Seller's representations and
warranties are true and each covenant and obligation of Seller
hereunder shall be performed.
The Contingency Date May 11, 2004. If any of the foregoing
contingencies have not been satisfied in Buyer's sole discretion, or waived by
Buyer, on or before the stated date (or by the Closing Date if no date is
specified), then this Agreement may be terminated, at Buyer's option, by written
notice from Buyer to Seller at any time prior to the Contingency Date. Such
notice of termination may be given at any time on or before the stated date for
such contingency (or the Closing Date if no date is specified). Upon such
termination, the Xxxxxxx Money shall be immediately returned to Buyer and upon
such return neither party will have any further rights or obligations regarding
this Agreement or the Property. All the contingencies set forth in this
Agreement are specifically stated and agreed to be for the sole and exclusive
benefit of the Buyer and the Buyer shall have the right to unilaterally waive
any contingency by written notice to Seller.
4. Closing. The closing of the purchase and sale contemplated by
this Agreement (the Closing) shall occur on the earlier of: (a) ten (10) days
after Buyer delivers written notice to Seller that it has satisfied or waived
all contingencies, or (b) May 15, 2004 (the "Closing Date"). The Closing shall
take place at 10:00 a.m. local time at the office of Buyer's counsel. Seller
shall deliver possession of the Property to Buyer on the Closing Date.
(a) Seller's Closing Documents. On the Closing Date, Seller shall
execute and/or deliver to Buyer the following (collectively,
the "Seller's Closing Documents"):
(1) Warranty Deed. A Warranty Deed conveying Seller's
interest in the Real Property to Buyer, free and
clear of all encumbrances except the Permitted
Encumbrances, which Deed shall contain a
certification that the Seller does
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not know of the location of any xxxxx upon the Real
Property or Seller shall deliver a well certificate
in compliance with all applicable laws.
(2) Xxxx of Sale. A Xxxx of Sale conveying all of
Seller's interest in the Personal Property.
(3) Assignment of Contracts, Permits, Warranties. An
Assignment of Contracts, Permits, and Warranties.
(4) Seller's Affidavit. An Affidavit of Seller indicating
that on the Closing Date there are no outstanding,
unsatisfied judgments, tax liens or bankruptcies
against or involving Seller or the Property; that
there has been no skill, labor or material furnished
to the Property at Seller's request for which payment
has not been made or for which mechanics' liens could
be filed and that there are no other unrecorded
interests in the Real Property.
(5) FIRPTA Affidavit. A non-foreign affidavit, properly
executed and in recordable form, containing such
information as is required by IRC Section 1445(b)(2)
and its regulations.
(6) Abstract. The abstract(s) of title regarding the Real
Property.
(7) Bring Down Certificate. A Bring Down Certificate
stating that the representations and warranties of
Seller in Section 8 are true and correct as of the
Closing Date.
(8) Records. Originals of the Records, to the extent they
exist and are in Seller's possession.
(9) Other Documents. All other documents reasonably
determined by Title to be necessary to transfer the
fee interest in the Property to Buyer in the manner
specified herein.
(b) Buyer's Closing Documents. On the Closing Date, Buyer shall
execute and/or deliver to Seller the following (collectively,
the "Buyer's Closing Documents"):
(1) Closing Payment. The Closing Payment, by wire
transfer of U.S. Federal Funds, to be received in
Title's trust account, for delivery to Seller, on the
Closing Date.
(2) Title Documents. Such Affidavits of Buyer,
Certificates of Real Estate Value or other documents
as may be reasonably required by Title in order to
record the Seller's Closing Documents.
(3) Assumption of Contracts, Permits, Warranties. An
Assumption of Contracts, Permits, and Warranties.
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5. Prorations. Seller and Buyer agree to the following prorations
and allocation of costs regarding this Agreement:
(a) Title and Closing Fees. Seller shall pay all costs of the
Title Evidence, as defined below. Buyer shall pay all premiums
required for the issuance of any owner's or lender's policy
issued pursuant to the Title Evidence. Seller and Buyer shall
share equally the Title's closing fee or charge.
(b) Real Estate Taxes and Special Assessments. General real estate
taxes and installments of special assessments payable
therewith ("Taxes") due and payable in the year prior to the
year in which the Closing Date occurs and all prior years
shall be paid by Seller. Taxes due and payable in the year in
which the Closing Date occurs shall be prorated between Seller
and Buyer as of the Closing Date. Buyer shall pay the Taxes
due and payable in the year subsequent to the year in which
the Closing Date occurs and thereafter. Buyer shall assume all
special assessments levied, pending or ordered against the
Property as of, and after, the Closing Date.
(c) Recording Costs. Seller will pay the cost of recording all
documents necessary to place record title in the condition
warranted and represented by Seller in this Agreement. Buyer
will pay the cost of recording all other documents and the
mortgage registration tax due with respect to any mortgage.
(d) Other Costs. All other income, rents, fees, costs, expenses,
operating costs of the Property and any other income or
expenses shall be prorated between Seller and Buyer as of the
Closing Date.
(e) Attorneys' Fees. Each of the parties will pay its own
attorneys' fees, except that a party defaulting under this
Agreement or any closing document will pay the reasonable
attorneys' fees and court costs incurred by the non-defaulting
party to enforce its rights regarding such default.
6. Title Examination. Title Examination will be conducted as
follows:
(a) Title Evidence. The following constitutes the Title Evidence:
(1) Title Insurance Commitment. Within fifteen (15) days
from the Effective Date, Seller shall deliver to
Buyer a commitment (the "Commitment") for a 1992 ALTA
Owner's Policy of Title Insurance insuring title to
the Real Property in the amount of the Purchase
Price, issued by Title. The Commitment will commit
Title to insure title to the Buyer's interest in
Property subject only to the Permitted Encumbrances
and the so-called standard exceptions to coverage.
(2) Survey. Within thirty (30) days from the Effective
Date, Seller shall deliver to Buyer a copy of
Seller's existing survey of the Property.
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(3) UCC Searches. Within fifteen (15) days from the
Effective Date, Seller shall deliver to Buyer a
report of UCC Searches made of the Uniform Commercial
Code records of the Secretary of State of Minnesota,
made by said Secretary of State, or by a search firm
acceptable to Buyer, showing no UCC filings regarding
any of the Personal Property included in this
Agreement.
(b) Buyer's Objections. Within thirty (30) days after receiving
the last of the Title Evidence, Buyer shall make written
objections (the "Objections") to the form and/or contents of
the Title Evidence. Buyer's failure to make Objections within
such time period will constitute waiver of Objections. Any
matter shown on such Title Evidence and not objected to by
Buyer shall be a Permitted Encumbrance. Seller will have
thirty (30) days after receipt of the Objections to cure the
Objections, during which period the Closing will be postponed
as necessary. Seller shall use commercially reasonable efforts
to correct any Objections. Buyer may object to any easements,
restrictions or reservations of record which interfere with
Buyer's intended use of the Real Property. If the Objections
are not cured within such thirty (30) day period, Buyer will
have the option to do any of the following:
(1) Terminate this Agreement; or
(2) Waive the Objections and proceed to close.
7. Operation Prior to Closing. During the period from the date of
Seller's acceptance of this Agreement to the Closing Date (the "Executory
Period"), Seller shall operate and maintain the Property in the ordinary course
of business in accordance with prudent, reasonable business standards, including
the maintenance of adequate liability insurance and insurance against loss by
fire, windstorm and other hazards, casualties and contingencies, including
vandalism and malicious mischief. However, Seller shall execute no contracts,
leases or other agreements regarding the Property during the Executory Period
that are not terminable on or before the Closing Date, without the prior written
consent of Buyer.
8. Representations and Warranties by Seller. Seller represents
and warrants to Buyer as follows:
(a) Authority. Seller is a Minnesota corporation; Seller is duly
qualified to transact business in the State of Minnesota;
Seller has the requisite power and authority to enter into and
perform this Agreement and those Seller's Closing Documents
signed by it; such documents have been duly authorized by all
necessary action on the part of the Seller and have been duly
executed and delivered; such execution, delivery and
performance by Seller of such documents does not conflict with
or result in a violation of Seller's organizational documents
or any judgment, order, or decree of any court or arbiter to
which Seller is a party; such documents are valid and binding
obligations of Seller, and are enforceable in accordance with
their terms.
(b) Title to Real Property. Seller owns the Property, free and
clear of all encumbrances except Permitted Encumbrances.
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(c) Environmental Laws. Except as disclosed on the Disclosure
Schedule attached as Exhibit B and to the best knowledge of
Seller without inquiry or investigation, no toxic or hazardous
substances or wastes, pollutants or contaminants (including,
without limitation, asbestos, urea formaldehyde, the group of
organic compounds known as polychlorinated biphenyls,
petroleum products including gasoline, fuel oil, crude oil and
various constituents of such products, and any hazardous
substance as defined in the Comprehensive Environmental
Response Compensation and Liability Act of 1980 ("CERCLA"), 42
U.S.C. Section 9601-9657, as amended) have been generated,
treated, stored, released or disposed of, or otherwise placed,
deposited in or located on the Property nor has any activity
been undertaken on the Property that would cause or contribute
to (i) the Property to become a treatment, storage or disposal
facility within the meaning of, or otherwise bring the
Property within the ambit of, the Resource Conservation and
Recovery Act of 1976 ("RCRA"), 42 U.S.C.Section 6901 et seq.,
or any similar state law or local ordinance, (ii) a release or
threatened release of toxic or hazardous wastes or substances,
pollutants or contaminants, from the Property within the
meaning of, or otherwise bring the Property within the ambit
of, CERCLA, or any similar state law or local ordinance, or
(iii) the discharge of pollutants or effluents into any water
source or system, the dredging or filling of any waters or the
discharge into the air of any emissions, that would require a
permit under the Federal Water Pollution Control Act, 33
U.S.C. Section 1251 et seq., or the Clean Air Act, 42 U.S.C.,
Section 7401 et seq., or any similar state law or local
ordinance. No above ground or underground tanks, are located
in or about the Real Property. To the extent storage tanks
exist on or under the Real Property such storage tanks have
been duly registered with all appropriate regulatory and
governmental bodies and otherwise are in compliance with
applicable Federal, state and local statutes, regulations,
ordinances and other regulatory requirements.
(d) Compliance with Laws. Seller has not been cited for any
violations of any rule, regulation, code, resolution,
ordinance, statute or law involving the use, maintenance, or
operation or condition of the Property, or any part thereof or
installations therein, and the Property fully and duly
complies with all applicable resolutions, statutes, laws,
rules, regulations, and codes of all governmental units,
authorities, agencies, and environmental protection agencies
having authority over the Property.
(e) Rights of Others to Property. Seller has not entered into any
other contracts for the sale of the Property, nor are there
any effective rights of first refusal or options to purchase
the Property or any other legal or equitable rights of others
that might prevent the consummation of this Agreement or the
development and use of the Property as Buyer intends.
(f) Contracts. All of the Contracts may be cancelled on not more
than thirty (30) days notice without premium or penalty except
as disclosed on the Disclosure Schedule attached as Exhibit B.
(g) Seller's Defaults. To Seller's knowledge, Seller is not in
default concerning any of its other obligations or liabilities
regarding the Property.
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(h) FIRPTA. Seller is not a "foreign person," "foreign
partnership," "foreign trust" or "foreign estate" as those
terms are defined in Section 1445 of the Internal Revenue
Code.
(i) Proceedings. There is no litigation, condemnation or
proceeding of any kind pending or to Seller's knowledge
threatened, against any portion of the Property.
(j) Assessments. Seller has received no notice of actual or
threatened imposition of any special assessment or any
reassessment of the Real Property's current real estate tax
valuation and, to the best of Seller's knowledge based upon
reasonable inquiry as of the date of this Agreement, there are
no certified, levied, pending special assessments in excess of
$150.00.
Seller will indemnify Buyer, its successors and assigns, against, and will hold
Buyer, its successors and assigns, harmless from, any expenses or damages
including reasonable attorneys' fees, that Buyer incurs because of the breach of
any of the above representations and warranties, whether such breach is
discovered before or after closing. Each of the representations and warranties
herein shall survive the Closing for a period of three years. Consummation of
this Agreement by Buyer with knowledge of any breach of such representations and
warranties by Seller shall not constitute a waiver or release by Buyer of any
claims due to such breach.
9. Representations and Warranties by Buyer. Buyer represents and
warrants to Seller that the execution and performance by Buyer of this Agreement
does not violate or contravene any agreement or court order to which Buyer is
bound and that this Agreement and the Buyer's Closing Documents when executed by
Buyer constitute the binding agreement and obligation of Buyer, enforceable
against Buyer in accordance with their terms.
10. Damage. If, prior to the Closing Date, all or any part of the
Property is substantially damaged by fire, casualty, the elements or any other
cause, Seller shall immediately give notice to Buyer of such fact and at Buyer's
option (to be exercised within ten (10) days after Seller's notice), this
Agreement shall terminate, in which event neither party will have any further
obligations under this Agreement (except for Buyer's Due Diligence Obligations)
and the Xxxxxxx Money shall be refunded to Buyer. If Buyer fails to elect to
terminate despite such damages, or if the Property is damaged, but not
substantially, Seller shall assign to Buyer all right to receive the proceeds of
all insurance related to such damage and the Purchase Price shall remain the
same. For purposes of this Section, the words "substantially damaged" mean
damage that would cost Twenty-five Thousand and no/100 Dollars ($25,000.00) or
more to repair.
11. Condemnation. If, prior to the Closing Date, eminent domain
proceedings are commenced against all or any part of the Property, Seller shall
immediately give notice to Buyer of such fact and at Buyer's option (to be
exercised within thirty (30) days after Seller's notice), this Agreement shall
terminate, in which event neither party will have further obligations under this
Agreement and the Xxxxxxx Money shall be refunded to Buyer. If Buyer shall fail
to give such notice, there shall be no reduction in the Purchase Price, and
Seller shall assign to Buyer at the Closing Date all of Seller's right, title
and interest in and to any award made or to be made in the condemnation
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proceedings. Prior to the Closing Date, Seller shall not designate counsel,
appear in, or otherwise act with respect to the condemnation proceedings without
Buyer's prior written consent.
12. Broker's Commission. Seller has retained CB Xxxxxxx Xxxxx as
its broker in this transaction. Buyer has retained Remax Results as its broker
in this transaction. Seller is responsible for any commission payable to CB
Xxxxxxx Xxxxx, and the parties agree and acknowledge that CB Xxxxxxx Xxxxx will
compensate Remax Results pursuant to the terms of a separate agreement. Seller
and Buyer represent and warrant to each other that they have dealt with no other
brokers, finders or the like in connection with this transaction, and agree to
indemnify each other and to hold each other harmless against all other claims,
damages, costs or expenses of or for any fees or commissions resulting from
their separate actions or agreements regarding the execution or performance of
this Agreement, and will pay all costs of defending any action or lawsuit
brought to recover any such fees or commissions incurred by the other party,
including reasonable attorneys' fees.
13. Mutual Indemnification. Seller and Buyer agree to indemnify
each other against, and hold each other, harmless from, all liabilities
(including reasonable attorneys' fees in defending against claims) to the extent
arising out of the ownership, operation or maintenance of the Property for their
respective periods of ownership. Such rights of indemnification will not arise
to the extent that (a) the party seeking indemnification actually receives
insurance proceeds or other cash payments directly attributable to the liability
in question, (net of the cost of collection, including reasonable attorneys'
fees) or (b) to the extent that the claim for indemnification arises out of the
act or neglect of the party seeking indemnification. If and to the extent that
the indemnified party has insurance coverage, or the right to make claim against
any third party for any amount to be indemnified against as set forth above, the
indemnified party will, upon full performance by the indemnifying party of its
indemnification obligations, assign such rights to the indemnifying party or, if
such rights are not assignable, the indemnified party will diligently pursue
such rights by appropriate legal action or proceeding and assign the recovery
and/or right of recovery to the indemnifying party to the extent of the
indemnification payment made by such party
14. Assignment. Either party may assign its rights under this
Agreement, and shall provide the other party with written notice.
15. Notices. Any notices required or permitted to be given
hereunder shall be in writing and shall be effective (i) when delivered
personally, (ii) when received by overnight courier service or facsimile
communications (provided that a copy of such notice is deposited in the United
States mail within one (1) business day of the facsimile transmission) or (iii)
three (3) days after being deposited in the United States Mail (sent certified
or registered, return receipt requested), in each case addressed as follows (or
to such other address as the parties hereto may designate in the manner set
forth herein):
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If to Seller: Xxxxxxx Engineering, Inc.
00 Xxx Xxxxxxx 0 XX
Xxx Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attn: Xxxxxxx Xxxxxxx
Xxxxxx & Whitney LLP
00 Xxxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxxxx, XX 00000
Facsimile (000) 000-0000
Attn: Xxxxxx X. Xxxxx
If to Buyer: WSI Industries, Inc.
00000 Xxxxxxxxxxx Xxxx
Xxxxx, XX 00000
Facsimile: _____________
Attn: Xxxx Xxxxx
with a copy to: Xxxxxxxxx & Xxxxxx P.L.L.P.
0000 XXX Xxxxxx
00 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attn: Xxxxx X. Xxxxx
16. Captions. The paragraph headings or captions appearing in this
Agreement are for convenience only, are not a part of this Agreement and are not
to be considered in interpreting this Agreement.
17. Entire Agreement; Modification. This written Agreement
constitutes the complete agreement between the parties and supersedes any prior
oral or written agreements between the parties regarding the Property. There are
no verbal agreements that change this Agreement and no waiver of any of its
terms will be effective unless in a writing executed by the parties.
18. Binding Effect. This Agreement binds and benefits the parties
and their successors and assigns.
19. Controlling Law. This Agreement has been made under the laws
of the State of Minnesota, and such laws will control its interpretation.
20. Remedies. If Buyer defaults under this Agreement, Seller shall
have the right to terminate this Agreement pursuant to Minnesota Statutes
Section 559.21, and upon such termination Seller will retain the Xxxxxxx Money,
and all interest accrued thereon, as liquidated damages, time being of the
essence of this Agreement. Seller's retention of the Xxxxxxx Money is Seller's
sole and exclusive remedy in the event of a Buyer default under this Agreement.
If Seller defaults under this
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Agreement, Buyer may, as its sole remedy, either (a) terminate this Agreement by
written notice to Seller, whereupon the Xxxxxxx Money shall be returned to
Buyer, and recover as damages from Seller Buyer's actual out-of-pocket costs and
fees, including without limitation, reasonable attorneys' fees, accountants'
fees and other consultants' fees incurred by Buyer in preparing and negotiating
this Agreement, preparing for the closing, obtaining financing commitments,
investigating the status, title and condition of the Property, and other similar
and reasonable costs and expenses, or (b) bring an action for specific
performance provided such action must be commenced within twelve (12) months of
Seller's default. If Seller defaults under this Agreement, Buyer shall have no
right to seek damages from Seller for Buyer's loss of its bargain in failing to
acquire the Property.
21. Confidentiality. Seller will, from and after the date of this
Agreement, hold the terms of this Agreement in confidence and not disclose it or
the fact this Agreement has been entered into without Buyer's prior written
consent; provided, however, that Seller may disclose the terms of this Agreement
to those parties reasonably necessary to satisfy Seller's obligations under this
Agreement, but then only to the extent reasonably necessary to satisfy Seller's
obligations under this Agreement.
Seller and Buyer have executed this Agreement as of the date first
written above.
SELLER:
Xxxxxxx Engineering, Inc.
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Its:
BUYER:
WSI Industries, Inc.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Its: President and Chief Executive Officer
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