EXHIBIT 10.18
Xxxxxxx Money Contract
610 South Xxxxxxx
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TEXAS ASSOCIATION OF REALTORS
COMMERCIAL IMPROVED PROPERTY XXXXXXX MONEY CONTRACT
THIS FORM IS FURNISHED BY THE TEXAS ASSOCIATION OF REALTORS
FOR USE BY ITS MEMBERS. USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS
OF THE TEXAS ASSOCIATION OF REALTORS IS NOT AUTHORIZED.
Texas Association of REALTORS , Inc., 1995
1. PARTIES: ALBARA CORPORATION
(Seller) agrees to sell and convey to XXX XXXXXX (Buyer) and Buyer agrees
to buy from Seller the Property described below.
2. PROPERTY: The real property situated in XXXXXXXXXX County, Texas,
described as follows or as described on attached exhibit:
608 & 000 XXXXX XXXXXXX, XXXXXX, XXXXX
CONROE LUMBER CO. LT2
Together with: (a) all buildings, improvements, fixtures, and all property
of every kind and character and description (personal or real) owned by Seller
located on, attached to, or used in connection with the Property; (b) all
rights, privileges and appurtenances pertaining thereto, including any right,
title, and interest of Seller in and to adjacent streets, alleys, and
rights-of-way; (c) Seller's interest in and to all leases or rents and security
deposits; (d) Seller's interest in and to all licenses and permits with respect
to the Property; (e) Seller's interest in all third party warranties or
guaranties, if transferable, relating to the Property or to any tangible
personal property and fixtures located on, attached to, or used in connection
with the Property; and (f) Seller's interest in any trade names, if
transferable, used in connection with the Property. The property sold by this
contract is called the "Property." The metes and bounds description determined
by the survey of the Property under paragraph 6(b) shall replace any exhibit
describing the perimeter boundaries of the Property if it differs from the
exhibit. NOTICE: Any property to be excluded from the sale should be described
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in paragraph 11.
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3. SALES PRICE:
(a) Cash portion of Sales Price payable by Buyer $ 92,000.00
(b) Sum of all financing described in paragraph 4 $ 368,000.00
(c) Sales Price [sum of (a) and (b)] $ 460,000.00
4. FINANCING: The portion of the Sales Price not payable in cash shall
be paid as follows:
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[x] THIRD PARTY FINANCING: Buyer shall apply for a third party first
lien note of $368,000 payable at [x] monthly [ ] quarterly [ ] ________
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intervals for not less than 15 years with the initial interest rate not to
exceed 9 % per annum. Within 10 days after the Effective Date of this contract
Buyer shall apply for all third party financing and shall make every reasonable
effort to obtain financing approval. Financing approval shall be deemed to have
been obtained when the lender has determined that Buyer has satisfied all of
lender's financial conditions (those items relating to Buyer's ability to
qualify for approval of a loan). If financing approval is not obtained within
45 days after the Effective Date, this contract shall terminate and the Xxxxxxx
Money shall be refunded to Buyer. Each note to be executed hereunder shall be
secured by vendor's and deed of trust liens.
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5. XXXXXXX MONEY: Buyer shall deposit $ 2000.00 as Xxxxxxx Money with FIRST
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SURETY (Escrow Agent) at XXXX 000, XXXXXX (Xxxxxxx) on the Effective Date of
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this contract. The Xxxxxxx Money shall be deposited in an [ ] interest [x]
non-interest bearing account in a federally insured financial institution chosen
by Escrow Agent and any interest shall be credited to Buyer. If Buyer fails to
deposit the Xxxxxxx Money as required by this contract, Buyer shall be in
default.
6. TITLE POLICY AND SURVEY:
[x] (a) TITLE POLICY: Seller shall furnish to Buyer at Seller's expense
an Owner Policy of Title Insurance (the Title Policy) issued by a licensed title
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company (the Title Company) in the amount of the Sales Price, dated at or after
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closing, insuring Buyer against loss under the provisions of the Title Policy,
subject only to those title exceptions permitted by this contract, or as may be
approved by Buyer in writing, and the standard printed exceptions contained in
the promulgated form of Title Policy; provided however that: (1) the exception
as to area and boundaries [ ] shall [x] shall not be deleted except for any
shortages in area at the expense of [x] Buyer [ ] Seller; and (2) the exception
as to restrictive covenants shall be endorsed "None of Record", unless
restrictions are approved by Buyer. Within 21 days after the Title Company
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receives a copy of this contract Seller shall furnish Buyer a commitment for
Title Insurance (the Commitment) including copies of recorded documents
evidencing title exceptions. Seller authorizes the Title Company to deliver the
Commitment and related documents to Buyer at Buyer's address. Buyer shall have
10 days after receipt of the Commitment and legible copies of documents
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evidencing title exceptions required by this contract to object in writing to
matters disclosed in the Commitment other than the standard printed exceptions
as described or limited in this paragraph.
[x] (b) SURVEY REQUIRED: (Check (1) or (2) only)
[x] (1) Within 3 days after: [ ] the Effective Date of this
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contract; [ ] the date by which Buyer is required to complete inspections,
studies or assessments in paragraph 7(b); (Check (1) or (2) only):
[x] (i) Buyer may obtain a survey of the Property at Buyer's
expense.
[ ] (ii) Seller, at Seller's expense, shall furnish to Buyer
a survey of the Property dated after the Effective Date of this contract.
Buyer may, within 3 days after Buyer's receipt of the survey object in
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writing to any matter which constitutes a defect or encumbrance to title on the
survey or if the survey shows any part of the Property to lie in a 100-year
floodplain area.
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[ ] (2) Within _________ days after the Effective Date of this
contract, Seller shall furnish Buyer a true and correct copy of Seller's
existing survey of the Property dated ___________________. The survey [check
(i) or (ii)]: (i) [ ] shall be recertified no earlier than ___________________
at the expense of [ ] Buyer [ ] Seller; (ii) [ ] shall not be recertified.
Within ________ days after Buyer receives a copy of the survey or after Buyer
receives a copy of the recertified survey, whichever is later, Buyer may object
in writing to any matter shown on the survey which constitutes a defect or
encumbrance to title or if the survey shows any part of the Property to lie in a
100-year floodplain area.
The survey required by this paragraph 6(b) shall be made by a Registered
Professional Land Surveyor acceptable to the title company and any lender. The
survey shall: (i) identify the Property by metes and bounds or platted lot
description; (ii) show that the survey was made and staked on the ground with
corners permanently marked; (iii) set forth the dimensions and total area of the
property; (iv) show the location of all improvements, highways, streets, roads,
railroads, rivers, creeks, or other waterways, fences, easements, and rights of
way on the Property with all easements and rights of way referenced to their
recording information; (v) show any discrepancies or conflicts in boundaries,
any visible encroachments, and any portion of the Property lying within the 100
year floodplain as shown on the current Federal Emergency Management Agency map;
and (vi) contain the surveyor's certificate that the survey is true and correct.
Buyer's failure to object under paragraph 6(a) or 6(b) within the time allowed
shall constitute a waiver of Buyer's right to object except that the
requirements in Schedule C of the Commitment shall not be deemed to have been
waived. If objections are made by Buyer, or any third party lender, Seller
shall cure the objections within 20 days after the date Seller receives them.
The Closing Date shall be extended as necessary to cure objections. If
objections are not cured by the extended Closing Date, this contract shall
terminate and the Xxxxxxx Money shall be refunded to Buyer unless Buyer elects
to waive the objections.
7. PROPERTY CONDITION/FEASIBILITY STUDIES: (Check (a) or (b) only)
[ ] (a) PRESENT CONDITION:
[ ] (1) Buyer accepts the Property in its present "as-is"
condition. Buyer shall pay for any repairs required by a lender.
[ ] (2) Buyer accepts the Property in its present condition
provided that Seller, at Seller's expense, shall complete the following repairs
prior to closing: ___________________________________________________________
________________________________________________________________________________
________________________. Buyer shall pay for any other repairs required by a
lender.
[x] (b) INSPECTIONS AND FEASIBILITY STUDIES: Within 15 days after the
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Effective Date of this contract Buyer, at Buyer's expense, may complete or cause
to be completed inspections of the Property (including all improvements and
fixtures) by inspectors of Buyer's choice. Inspections may include but are not
limited to: (i) physical property inspections including, but not limited to,
structural pest control, mechanical, structural, electrical, or plumbing
inspections; (ii) economic feasibility studies; (iii) any type of environmental
assessment or engineering study including the performance of tests such as soils
tests, air sampling, or paint sampling; and (iv) compliance inspections to
determine compliance with zoning ordinances, restrictions, building codes, and
statutes (e.g., ADA, OSHA, and others). Seller shall permit Buyer and Buyer's
inspectors access to the Property at reasonable times. Seller shall pay for
turning utilities on for inspections. If Buyer determines, in Buyer's sole
judgment, that the Property is not suitable for any reason for Buyer's intended
use or is not in satisfactory condition, then Buyer may terminate this contract
by providing written notice of termination and copies of all reports and
inspections, studies, or assessments completed or caused to be completed by
Buyer under this paragraph to Seller within the time required to complete the
inspections, studies, or assessments under this paragraph, and the Xxxxxxx Money
shall be refunded to Buyer less the sum of $ N/A to be retained by Seller as
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independent consideration for Buyer's right to terminate under this paragraph.
If Buyer does not terminate this contract within the time required any
objections with respect to the inspections, studies and assessments under this
paragraph shall be deemed waived by Buyer. If this contract does not close
through no fault of Seller, Buyer shall restore the Property to its original
condition if altered due to inspections, studies, or assessments completed by
Buyer or Buyer's inspectors. Within _____ days after the Effective Date of this
contract Seller shall deliver to Buyer (strike any not to be delivered):
(1) a current rent roll of all leases affecting the Property
certified by Seller to be true and correct;
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(2) copies of all leases pertaining to the Property, including any
modifications, supplements, or amendments to the leases;
(3) a current inventory of all tangible personal property and
fixtures owned by Seller and located on, attached to, or used in connection with
the Property;
(4) copies of all notes and deeds of trust assumed or taken
subject to by Buyer;
(5) copies of all service, maintenance and management agreements
relating to the ownership and operation of the Property;
(6) copies of all warranties and guaranties relating to the
Property, or any part thereof, or to the tangible personal property and fixtures
owned by Seller and located on, attached to, or used in connection with the
Property;
(7) copies of all fire, hazard, liability, and other insurance
policies held by Seller on or affecting the Property;
(8) copies of all leasing or other commission agreements with
respect to the Property that are being assumed by Buyer;
(9) a copy of the "as-built" plans and specifications of the
Property;
(10) copies of all invoices for utilities and repair expenses
incurred by Seller for operation of the Property for each month for the
preceding two (2) years prior to the Effective Date of this contract;
(11) a copy of Seller's income and expense statement for the
Property from _________________________ to ___________________________; and
(12) copies of all previous environmental assessments, studies, or
analyses affecting the Property in Seller's possession.
8. BROKER'S REPRESENTATION AND FEES: XXXXXX XXXXXXXX (Listing Broker): [x]
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represents Seller only; [ ] acts as an intermediary between Seller and Buyer.
Any other broker represents: [ ] Seller as Listing Broker's Subagent; [ ]
Buyer only. Seller shall pay Listing Broker (choose only one):
[ ] (a) the fee specified by separate agreement between Listing Broker
and Seller.
[x] (b) a total cash fee of either $21,000.00 or N/A % of the total
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Sales Price in Xxxxxxxxxx County, Texas on closing of this sale, which Escrow
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Agent shall pay from Seller's proceeds of the sale. If Seller defaults, the
cash fee shall be due and payable in full. If Buyer defaults, Escrow Agent is
authorized to pay Listing Broker one-half of any Xxxxxxx Money Seller receives
under this contract not to exceed the amount of the cash fee.
9. CLOSING:
(a) The closing of the sale shall be on or before October 30, 1998 or
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within 7 days after objections to title or the survey have been cured, whichever
date is later (the Closing Date); however, if financing or assumption approval
has been obtained pursuant to paragraph 4, the Closing Date shall be extended up
to 15 days only if necessary to comply with lender's closing instructions (for
example, survey, insurance policy, property repairs, closing documents). If
either party fails to close this sale by the Closing Date, the non-defaulting
party shall be entitled to exercise the remedies contained in paragraph 15.
(b) At closing Seller shall furnish, at Seller's expense (strike any
not to be furnished):
(1) tax statements showing no delinquent taxes on the Property;
(2) a [ ] General [ ] Special Warranty Deed conveying good and
indefeasible title to the Property showing no additional exceptions to those
permitted in paragraph 6;
(3) a Xxxx of Sale with warranties to title conveying title, free
and clear of all liens, to any personal property defined as part of the Property
in paragraph 2 and conveyed by this contract;
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(4) an assignment of leases to or on the Property duly executed by
Seller;
(5) to the extent assignable, an assignment duly executed by
Seller of any licenses and permits, maintenance, management or other contracts,
and any warranties or guaranties defined as part of the Property in paragraph 2
or conveyed by this contract;
(6) a current rent roll of the Property certified by Seller;
(7) to the extent assignable, an assignment duly executed by
Seller of any one or more of the insurance policies held by Seller pertaining to
the Property; and
(8) evidence that the person executing this contract is legally
capable and authorized to bind Seller.
10. POSSESSION: Seller shall deliver possession of the Property to Buyer on
closing and funding in its present or required repaired condition, ordinary wear
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and tear excepted Any possession by Buyer prior to closing or Seller after
closing that is not authorized by a separate written lease agreement, shall
establish a landlord-tenant at sufferance relationship between the parties.
11. SPECIAL PROVISIONS:
(1) Concurrent with the closing of this contract, the parties enter
into a separate lease agreement providing for the Seller to lease back the
building from the Buyer for a period of one year.
(2) Pallet racks are included in the sale.
12. SALES EXPENSES: To be paid in cash at or prior to closing:
(a) Seller's Expenses: Releases of existing liens, including
prepayment penalties and recording fees; release of Seller's loan liability; tax
statements or certificates; preparation of deed; one-half of escrow fee; and
other expenses stipulated to be paid by Seller under other provisions of this
contract.
(b) Buyer's Expenses: All loan fees or expenses (e.g., fees for
application, origination, discount, appraisal, assumption, recording, tax
service, mortgagee title policies, credit reports, document preparation and the
like); preparation and recording of deed of trust to secure assumption; required
premiums for flood and hazard insurance; interest on all periodic installment
payment notes from date of disbursements to one payment period prior to dates of
first monthly payments; one-half of escrow fee; fees for copies and delivery of
title commitment and related documents; and other expenses stipulated to be paid
by Buyer under other provisions of this contract.
(c) If any sales expense exceeds the amount stated in this contract to
be paid by either party, either party may terminate this contract unless either
party agrees to pay such excess.
13. PRORATIONS AND ESTOPPEL CERTIFICATES:
(a) PRORATIONS: Insurance (at Buyer's option) if a transfer is
permitted by the insurance carrier, interest on any assumed loan, current taxes,
and any rents shall be prorated through the Closing Date. If the amount of the
ad valorem taxes for the year in which the sale is closed is not available on
the Closing Date, proration of taxes shall be made on the basis of taxes
assessed in the previous year, with a subsequent cash adjustment of such
proration to be made between Seller and Buyer, if necessary, when actual tax
figures are available. If Buyer is assuming payment of or taking subject to any
existing loan on the Property, all reserve deposits for the payment of taxes,
insurance premiums, and other charges, shall be transferred to Buyer by Seller
and Buyer shall pay to Seller the amount of such reserved deposits at closing.
(b) ESTOPPEL CERTIFICATES: Within 45 days after the Effective Date of
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this Contract, Seller shall deliver to Buyer estoppel certificates signed not
earlier than ____________________ by each tenant leasing space in the Property
stating that, as of the date signed: no default exists under the terms of the
lease agreement by either lessor or lessee; the amount of any rental payments
made in advance, if any; the amount of any security deposits made, if any; the
amount of any offsets against rent, if any; and that the tenant has no defenses
against the payment of rent accruing under the terms of the lease agreement. If
Seller is unable to deliver the estoppel certificates in accordance with the
terms of this paragraph without fault by the specified time, Buyer may: (i)
terminate this contract and the Xxxxxxx Money shall be refunded to Buyer; (ii)
extend the time for performance up to 15 days and the Closing Date shall be
extended as necessary; or (iii) waive Seller's requirement to deliver the
estoppel certificates.
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(c) Seller shall, at closing, tender to Buyer any security deposits,
prepaid expenses, and advanced rental payments paid by any and all tenants.
14. CASUALLTY LOSS AND CONDEMNATION:
(a) If any part of the Property is damaged or destroyed by fire or
other casualty loss, Seller shall restore the Property to its previous condition
as soon as reasonably possible, but in any event by the Closing Date. If Seller
is unable to do so without fault, Buyer may: (i) terminate this contract and
the Xxxxxxx Money shall be refunded to Buyer; (ii) extend the time for
performance up to 15 days and the Closing Date shall be extended as necessary;
or (iii) accept the Property in its damaged condition and accept an assignment
of insurance proceeds. Provisions of the Texas Property Code to the contrary
shall not apply.
(b) If prior to closing condemnation proceedings are commenced against
any portion of the Property, Buyer may: (i) terminate this contract by written
notice to Seller within ______ days after Buyer is advised of the condemnation
proceeding and the Xxxxxxx Money shall be refunded to Buyer; or (ii) appear and
defend in the condemnation proceeding and any award in condemnation shall, at
Buyer's election, become the property of Seller and the sales price shall be
reduced by the same amount or any award shall become the property of Buyer and
the sales price shall not be reduced.
15. DEFAULT: If Buyer fails to comply with this contract, Buyer shall be in
default. Seller may either: enforce specific performance, seek other relief as
may be provided by law, or both; or terminate this contract and receive the
Xxxxxxx Money as liquidated damages, thereby releasing the parties from this
contract. If Seller is unable without fault to make any noncasualty repairs,
deliver the estoppel certificates, or deliver the Commitment within the time
allowed, Buyer may either terminate this contract and receive the Xxxxxxx Money
as the sole remedy or extend the time for performance up to 15 days and the
Closing Date shall be extended as necessary. If Seller fails to comply with
this contract for any reason, Seller shall be in default and Buyer may either
enforce specific performance, seek such other relief as may be provided by law,
or both; or terminate this contract and receive the Xxxxxxx Money, thereby
releasing the parties from this contract.
16. ATTORNEY FEES: If, Buyer, Seller, Listing Broker, Other Broker, or
Escrow Agent is a prevailing party in any legal proceeding brought under or with
relation to this contract or this transaction, such party shall be entitled to
recover from the non-prevailing parties all costs of such proceeding and
reasonable attorney fees. The provisions of this paragraph shall survive
closing.
17. ESCROW: If either party makes demand for the payment of the Xxxxxxx
Money, Escrow Agent has the right to require from all parties and brokers a
written release of liability of Escrow Agent for disbursement of the Xxxxxxx
Money. Any refund or disbursement of Xxxxxxx Money under this contract shall be
reduced by the amount of unpaid expenses incurred on behalf of the party
receiving the Xxxxxxx Money, and Escrow Agent shall pay the same to the
creditors entitled thereto. At closing, the Xxxxxxx Money shall be applied
first to any cash down payment, then to Buyer's closing costs and any excess
refunded to Buyer. Demands and notices required by this paragraph shall be in
writing and delivered by hand delivery or by certified mail, return receipt
requested.
18. MATERIAL FACTS:
(a) Seller shall convey the Property on closing: (i) with no liens,
assessments, Uniform Commercial Code or other security interests against the
Property which will not be satisfied out of the Sales Price unless securing
payment of any loans assumed by Buyer; (ii) without any assumed loans in
default; and (iii) with no parties in possession of any portion of the Property
as lessees, tenants at sufferance, or trespassers except tenants under the
written leases delivered to Buyer pursuant to this contract.
(b) To the best of Seller's knowledge and belief (choose (1) or (2)
only):
[ ] (1) Seller is not aware of any material defects to the
Property except as stated in the attached Property Condition Statement.
[x] (2) Seller is not aware of:
(i) any material defects to the Property except: roof
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leak in middle of building.
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(ii) any environmental hazards or conditions affecting
the Property which would violate any federal, state or local statutes,
regulations, ordinances or other requirements and more specifically, but without
limitation, whether: (1) the Property is or has ever been used for the storage
or disposal of hazardous substances or materials or toxic waste, a dump site or
landfill, or the housing of any underground tanks or drums; (2) radon, asbestos
insulation or fireproofing, ureaformaldehyde foam insulation, lead-based paint
or other pollutants or contaminants of any nature now exist or have ever existed
on the Property; (3) wetlands, as defined by federal or state law or regulation
are on the Property; and (4) threatened or endangered species or their habitat,
as defined by the Texas Parks and Wildlife Department or the U.S. Fish and
Wildlife Service, are on the property; except as follows: ______________
________________________________________________________________________________
____________.
(c) Each written lease to be furnished to Buyer under this contract
(the leases) shall be in full force and effect according to its terms without
amendment or modification that is not disclosed to Buyer in writing. All the
leases shall contain the entire written or oral agreements of any kind for the
leasing, rental, or occupancy of any portion of the Property. Seller shall
disclose in writing to Buyer: (i) any lease modifications, amendments, or
defaults made subsequent to the date the leases are furnished to Buyer but prior
to closing; (ii) any failure by Seller to comply with all of Seller's
obligations under the leases; (iii) any facts or circumstances that would
constitute a default by Seller under any lease or entitle any tenant to offsets
or damages; (iv) any lease in which tenant does not actually occupy the premises
leased; (v) if any rent under any lease has been collected in advance of the
current month; (vi) if any concessions, bonuses, free rents, rebates, or other
matters affect the rental for any tenant; (vii) if any of the leases or rentals
or other sums payable under the leases have been assigned or otherwise
encumbered, except as security for loan(s) assumed or taken subject to as
provided in this contract; and (viii) if any tenant under any lease is in
default.
19. NOTICES: All notices shall be in writing and effective when
hand-delivered, mailed by certified mail return receipt requested, or sent by
facsimile transmission to:
Buyer at 242 BASSWOOD DR. Seller at 610 X. XXXXXXX
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XXXXXX, XX 00000 XXXXXX, XX 00000
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Phone (000) 000-0000 Phone (000) 000-0000
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Fax (000) 000-0000 Fax (000) 000-0000
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20. FEDERAL TAX REQUIREMENT: If Seller is a "foreign person", as defined by
applicable law, or if Seller fails to deliver an affidavit that Seller is not a
"foreign person", then Buyer shall withhold from the sales proceeds at closing
an amount sufficient to comply with applicable tax law and deliver the same to
the Internal Revenue Service, together with appropriate tax forms. Internal
Revenue Service regulations require filing written reports if cash in excess of
specified amounts is received in the transaction.
21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an
effort to resolve any dispute related to this contract that may arise. If the
dispute cannot be resolved by negotiation, the dispute shall be submitted to
mediation before the parties resort to arbitration or litigation and a mutually
acceptable mediator shall be chosen by the parties to the dispute who shall
share the cost of mediation services equally.
22. AGREEMENT OF THE PARTIESS: This contract shall be binding on the
parties, their heirs, executors, representatives, successors, and assigns. This
contract shall be construed under and in accordance with laws of the State of
Texas. This contract contains the entire agreement of the parties and cannot be
changed except by written agreement. If this contract is executed in a number
of identical counterparts, each counterpart is deemed an original and all
counterparts shall, collectively, constitute one agreement. Buyer [ ] may [ ]
may not assign this contract. If Buyer assigns this contract Buyer shall be
relieved of any future liability under this contract only if the assignee
assumes in writing all obligations and liability of Buyer under this contract.
Addenda which are part of this contract are: __________________________
________________________________________________________________________________
____________.
23. TIME: Time is of the essence in this contract. Strict compliance with
the times for performance in this contract is required.
24. EFFECTIVE DATE: The Effective Date of this contract for the purpose of
performance of all obligations shall be the date this contract is receipted by
the Escrow Agent after all parties have executed this contract.
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25. MISCELLANEOUS:
(a) Buyer should have an Abstract covering the Property examined by an
attorney of Buyer's selection, or Buyer should be furnished with or obtain a
Title Policy.
(b) If the Property is situated in utility or other statutorily created
district providing water, sewer, drainage, or flood control facilities and
services, Chapter 50 of the Texas Water Code requires Seller to deliver and the
Buyer to sign the statutory notice relating to the tax rate, bonded
indebtedness, or standby fee of the district prior to final execution of this
contract.
(c) If the Property adjoins or shares a common boundary with the
tidally influenced submerged lands of the state, Section 33.135 of the Texas
Natural Resources Code, requires a notice regarding coastal area property to be
included in the contract.
(d) Buyer should not rely upon any oral representations about the
Property from any source. Seller and any broker have no knowledge of any
defects in the Property other than what has been disclosed in this contract or
other writing.
(e) Brokers are not qualified to render property inspections, surveys,
engineering studies, environmental assessments, or inspections to determine
compliance with zoning, governmental regulations, or laws. Buyer should seek
experts to render such services. Selection of inspectors and repairmen is the
responsibility of the Buyer and not the Broker.
26. CONTRACT AS OFFER: The execution of this contract by the first party
constitutes an offer to buy or sell the Property. Unless accepted by the other
party by 5:00 p.m. (in the time zone in which the Property is located) on
____________________, the offer shall lapse and be null and void.
This is intended to be a legally binding contract, READ IT CAREFULLY. NO
REPRESENTATION OR RECOMMENDATION IS MADE BY BROKER OR ITS AGENTS OR EMPLOYEES AS
TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS DOCUMENT OR
TRANSACTION. CONSULT YOUR ATTORNEY BEFORE SIGNING.
Buyer's Seller's
Attorney ___________________________ Attorney _____________________________
ALBARA CORPORATION
/S/ X. Xxxxxx 9-4-1998 by: /S/ Real Xxxxxxxxxx
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Buyer Seller
As: President
______________________________________ ______________________________________
Buyer Seller
AGREEMENT BETWEEN BROKERS
Listing Broker agrees to pay __________________________________________________,
Other Broker, a fee of $_________________ or ________ % of the Sales Price when
the Listing Broker's fee is received. Escrow Agent is authorized and directed
to pay Other Broker from Listing Broker's fee at closing. This Agreement
Between Brokers supersedes any prior offers and agreements for compensation
between Brokers.
______________________________________ ______________________________________
Other Broker License No. Listing Broker License No.
By: __________________________________ By: _________________________________
______________________________________ ______________________________________
Other Broker's Address Phone No. Listing Broker's Address Phone No.
RECEIPT
On this day, 9-30-98, Escrow Agent acknowledges receipt of: (a) [x] Contract;
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and (b) [ ] Xxxxxxx Money in the form of _____________________________.
Escrow Agent: FIRST SURETY TITLE CO. By: XXXXX XXXXX
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Address: 0000 XXXX 000 X. #000 XXXXXX 00000 Phone: 000-000-0000
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AMENDMENT TO XXXXXXX MONEY CONTRACT
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STATE OF TEXAS
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF XXXXXXXXXX
That the undersigned parties, for good and other sufficient consideration,
the receipt and sufficiency of which are acknowledged, agree as follows:
1. That certain Xxxxxxx Money Contract dated on or about September 4, 1998,
executed by Albara Corporation, as Seller, and Xxx Xxxxxx, as Buyer, for the
sale and purchase of 608 and 000 X. Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx Xxxxxx,
Xxxxx, is amended as follows:
(a) Buyer shall be entitled to a credit against the purchase price in
the amount of $33,500.00 for payment of one years prepaid rent under that
certain Lease Agreement dated September 30, 1998, between Xxx Xxxxxx as Landlord
and Rolisher & Assoc., Inc., as Tenant, for the lease of 000 X. Xxxxxxx Xxxxxx.
Said credit shall be reflected on the closing statement as a credit to the Buyer
and a charge to the Seller.
(b) The Buyer is amended to include Xxxxxxx Xxxxxx.
2. Except as herein set forth, the Xxxxxxx Money Contract is continued in
full force and effect.
Dated effective the 31st day of October, 1998.
SELLER: ALBARA CORPORATION
By: /s/ Real Xxxxxxxxxx
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Name: Real Xxxxxxxxxx
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Title: President
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BUYER: /s/ XXXXXX XXXXX XXXXXX
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XXXXXX XXXXX XXXXXX
/s/ XXXXXXX XXXXXX
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XXXXXXX XXXXXX
GENERAL WARRANTY DEED WITH VENDOR'S LIEN
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THE STATE OF TEXAS
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF XXXXXXXXXX
That ALBARA CORPORATION, a Texas corporation formerly knows as Marin Fund,
Inc. (the "Grantor"), for and in consideration of the sum of TEN AND NO/100
-------
DOLLARS ($10.00) and other good and valuable consideration to Grantor paid by
XXXXXX XXXXX XXXXXX and wife, XXXXXXX XXXXXX, whose mailing address is 000
Xxxxxxxx Xxxxx, Xxxxxx, Xxxxx 00000 (collectively, the "Grantees"), the receipt
--------
and sufficiency of which are hereby acknowledged, and the further consideration
of a sum of money in the amount of $241,998.83 paid to Grantor by The Grams
Family Trust (the "Payee"), at the instance and request of Grantees, the receipt
-----
of which is hereby acknowledged and confessed, as evidence of which Grantees
have executed and delivered one certain promissory note (the "Note") of even
----
date herewith in the original principal sum of $241,998.83, payable to the order
of the Payee, the payment of the Note secured by that certain Deed of Trust (the
"Deed of Trust") to Xxxxxx X. Page, Trustee of even date herewith covering the
---------------
Property (as hereinafter defined), and by the Vendor's Lien herein retained, has
GRANTED, BARGAINED, SOLD and CONVEYED and by these presents does GRANT, BARGAIN,
SELL and CONVEY unto Grantees the tract or parcel of land in Xxxxxxxxxx County,
Texas, more particularly described on Exhibit "A" attached hereto and
------------
incorporated herein for all purposes, together with (i) any and all improvements
located thereon; (ii) any and all appurtenant easements or rights of way
affecting said real property and any of Grantor's rights to use same; (iii) any
and all rights of ingress and egress to and from said real property and any of
Grantor's rights to use same; (iv) any and all mineral rights and interests of
Grantor relating to said real property (present or reversionary); and (v) any
and all rights to the present or future use of wastewater, wastewater capacity,
drainage, water or other utility facilities to the extent same pertain to or
benefit said real property or the improvements located thereon, including
without limitation, all reservations of or commitments or letters covering any
such use in the future, whether now owned or hereafter acquired; (vi) all right,
title and interest of Grantor, if any, in and to (a) any and all roads, streets,
alleys and ways (open or proposed) affecting, crossing, fronting or bounding
said real property, (b) any and all strips, gores or pieces of property
abutting, bounding or which are adjacent or contiguous to said real property
(whether owned or claimed by deed, limitations or otherwise), (c) any and all
air rights relating to said real property, and (d) any and all reversionary
interests in and to said real property (hereinafter collectively referred to as
"Property"). Notwithstanding anything contained herein to the contrary,
--------
Grantor is granting, selling and conveying the rights described in (iii) and
(vi) directly above, without warranty (whether statutory, express or implied).
This conveyance is made by Grantor and accepted by Grantees subject only to
the matters listed on Exhibit "B" attached hereto and incorporated herein for
-----------
all purposes, but only to the extent that the same are currently valid and
enforceable against the Property.
TO HAVE AND TO HOLD the Property, subject to the matters herein set forth,
together with all and singular the rights and appurtenances thereto in anywise
belonging, unto Grantees, their heirs and assigns forever; and Grantor does
hereby bind itself, its successors and assigns, to WARRANT AND FOREVER DEFEND
all and singular the Property unto Grantees, their heirs and assigns, against
every person whomsoever lawfully claiming or to claim the same or any part
thereof.
But is it expressly agreed and stipulated that the Vendor's Lien as well as
Superior Title in and to the Property are hereby retained until the Note and all
amounts due thereunder and under the Deed of Trust are fully paid according to
the face, tenor, effect and reading thereof, at which time this General Warranty
Deed shall become absolute. Said Vendor's Lien and Superior Title herein
retained are hereby transferred, assigned, sold and conveyed without recourse to
the Payee.
-2-
All taxes assessed against the Property for the year 1998 have been
prorated between the parties, and Grantees hereby assume and agree to pay such
taxes in full.
EXECUTED this 4th day of November, 1998.
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GRANTOR:
ALABARA CORPORATION
By: /s/ Real Xxxxxxxxxx
-------------------------------------
Printed Name: Real Xxxxxxxxxx
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Title: President
----------------------------------
THE STATE OF TEXAS
COUNTY OF XXXXXXXXXX
This instrument was acknowledged before me on the 4th day of November,
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1998, by REAL XXXXXXXXXX, President of Albara Corporation, a Texas corporation,
on behalf of said corporation.
/s/ Xxxx X. Xxxxx
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Notary Public in and for
The State of T E X A S
[NOTARY PUBLIC, STATE OF TEXAS SEAL]
My Commission Expires:
JAN 25, 2001
_________________________
After recording, return to:
_________________________
_________________________
_________________________
-3-
EXHIBIT B
1. Building line 25 feet wide along the front property line of subject
property, as reserved by instrument recorded in Volume 214, Page 336 of the Deed
Records of Xxxxxxxxxx County, Texas.
2. Building line 10 feet wide along the side street property line of
subject property, as reserved by instrument recorded in Volume 214, Page 336 of
the Deed Records of Xxxxxxxxxx County, Texas.
3. Easement 5 feet wide along the rear property line of the subject
property for the use of public utilities, as imposed by instrument recorded in
Volume 214, Page 336 of the Deed Records of Xxxxxxxxxx County, Texas.
4. A stated one-half (1/2) of one-eighth (1/8) non-participating
royalty interest in all of the oil, gas and other minerals in and under the
herein described property reserved by Conroe Lumber Company, in instrument
recorded in Volume 212, Page 372 of the Deed Records of Xxxxxxxxxx County,
Texas.
5. Terms, conditions and stipulations contained in any and all Lease
Agreements, whether of record or not.
6. Vendor's Lien retained in Deed dated December 5, 1990, filed for
record in the office of the County Clerk, on December 10, 1990, under Clerk's
File No. 9052188 of the Real Property Records of Xxxxxxxxxx County, Texas, from
Xxxx X. Grams and wife, Alberta Xxxxx Xxxxx to Marin Fund, Inc., securing the
payment of one note of even date therewith in the principal sum of $375,000.00,
provided; said note being additionally secured by a Deed of Trust of even date
therewith to Xxxxxx X. Page, Trustee, filed for record in the office of the
County Clerk, on December 10, 1990, under Clerk's File No. 9052189 of the Real
Property Records of Xxxxxxxxxx County, Texas.
EXHIBIT "A"
Being 0.7551 acre of land in the Xxxx Xxxxxxx Survey, A-71, Xxxxxxxxxx County,
Texas, and being out of and a part of Xxx 0, Xxxxx "X", Xxxxxx Xxxxxx
Corporation Subdivision, map of which is recorded in Volume 4, Page 11 of the
Map Records; said 0.7751 acres being more particularly described as follows:
BEGINNING at a 1-1/2" iron pipe found in the East Right-of-Way line of State
Highway Xx. 00 (Xxxxxxx Xxxxxx) for the Northwest corner of said Lot 2, same
being the Northwest corner of the herein described tract;
THENCE N. 74 00' 00" E., for a distance of 364.84 feet (called 365.00) to a
3/4" iron pipe found for the Northeast corner of Lot 2, same being the Northeast
corner of the herein described tract;
THENCE S. 15 41' 19" E., along the East line of said Lot 2 for a distance of
90.20 feet, (called S. 16 E., 90.00) to a 1/2" iron rod found for the Southeast
corner of the herein described tract;
THENCE S. 74 03' 18" W., (called S. 74 W) for a distance of 365.89 feet to a
1/2" iron pipe found in the aforementioned East Right-of-Way line for the
Southwest corner of the herein described tract and being N. 15 01' 05" W.,
10.42 feet (called 10.00 feet) from a 1/2" iron pipe found for the southwest
corner of said Lot 2;
THENCE N. 15 01' 05" W., along said Right-of-Way line for a distance of 89.86
feet (called 90.00 feet) to the Point of Beginning and containing in all 0.7551
acre of land, 32,891 square feet.
together with a non-exclusive right-of-way easement for the free and
uninterrupted use, liberty and privilege of passing in, along, over and across
the real property described as follows:
Being a centerline description of a 10 foot easement out of Xxx 0, Xxxxx X,
Xxxxxx Xxxxxx Corporation Subdivision, map of which is recorded in Volume 4,
Page 11, of the County Map Records; said centerline being described more
particularly as follows:
BEGINNING at a point on the East right-of-way line of Xxxxx Xxxxxxx Xx. 00 and
being N. 15 30' 0" W., a distance of 5.00 feet from the southwest corner of said
Lot 2;
THENCE N. 74 00' 00" E., 5.0 feet North of and parallel to the South line of
said Lot 2 for a distance of 265.00 feet to the point of termination of the
herein described easement.
