Exhibit 2.1
THE GREATER PORTLAND/VANCOUVER COMMERCIAL
ASSOCIATION OF REALTORS(R)
PURCHASE AND SALE AGREEMENT AND RECEIPT FOR ▇▇▇▇▇▇▇ MONEY
(Oregon-Commercial Form)
Date: August 16, 2001
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BETWEEN: PORTLAND BREWING COMPANY, an Oregon corporation ("Seller")
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AND: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Buyer")
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Buyer agrees to buy and Seller agrees to sell, on the following terms, the real
property and all improvements thereon (the "Property") commonly known as the
property located at the corner of N.W. 29th and Industrial Streets and located
at ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇. in the City of Portland , County of Multnomah , Oregon
legally described as follows: See Exhibit "A" attached hereto, which is
incorporated herein by this reference.
1. PURCHASE PRICE. The total purchase price is One Million One Hundred
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Fifty Thouusand and 00/100 Dollars ($1,150,000.00)
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payable as follows: Cash at closing
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2. ▇▇▇▇▇▇▇ MONEY RECEIPT. Intentionally deleted.
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3. CONDITION TO PURCHASE. Intentionally deleted.
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4. PROPERTY INSPECTION. Intentionally deleted.
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5. SELLER'S DOCUMENTS. Intentionally deleted.
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6. TITLE INSURANCE. Intentionally deleted.
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7. DEFAULT; REMEDIES. Intentionally deleted.
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8. CLOSING OF SALE.
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The sale shall be closed [X] on the Execution Date (the "Closing Date") in
escrow at the Title Company. The sale shall be "closed" when the document
conveying title is recorded and funds are disbursed to Seller. At closing, Buyer
and Seller shall deposit with the Title Company all documents and funds required
to close the transaction in accordance with the terms of this Agreement. At
closing, Seller shall deliver a certification in a form approved by Buyer that
Seller is not a "foreign person" as such term is defined in the Internal Revenue
Code and the Treasury Regulations promulgated under the Internal Revenue Code.
If Seller is a foreign person and this transaction is not otherwise exempt from
FIRPTA regulations, the Title Company shall be instructed by the parties to
withhold and pay the amount required by law to the Internal Revenue Service. At
closing, Seller shall convey fee simple title to the Property to Buyer by [X]
statutory deed or [ ] ____________________________ (the "Deed").
9. CLOSING COSTS; PRORATES.
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Unless otherwise provided in a separate written
agreement, the real estate commission is due on the Closing Date or upon
Seller's breach of this Agreement, whichever occurs first. Seller shall pay the
premium for the title insurance policy which Seller is required to deliver
pursuant to the above paragraph. Seller and Buyer shall each pay one-half of the
escrow fees charged by the Title Company, any excise tax, and any transfer tax.
Real property taxes for the tax year in which the transaction is closed,
assessments (if a Permitted Exception), personal property taxes, rents on
existing tenancies paid for the month of closing, interest on assumed
obligations, and utilities shall be prorated as of the Closing Date. Prepaid
rents, security deposits, and other unearned refundable deposits regarding the
tenancies shall be assigned and delivered to Buyer at closing. The Property [ ]
does or |X| does not qualify for a special tax assessment or deferral program as
follows:
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[ ] Seller [ ] Buyer [X] N/A shall be responsible for payment of all
taxes, interest, and penalties, if any, upon removal of the Property from such
special assessment or program.
10. POSSESSION.
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Buyer shall be entitled to exclusive possession of the
Property, subject to tenancies existing as of the Closing Date,
[X] on the Closing Date or [ ] -------------------------------------------------
11. CONDITION OF PROPERTY. Intentionally deleted.
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12. PERSONAL PROPERTY.
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This sale includes the following:
[X] air compressor and bridge crane located on the Property or
[ ] the personal property located on and used in connection with the Property
and owned by Seller which Seller shall itemize in a schedule. Seller shall
deliver to Buyer such schedule within ______ days after the Execution Date.
13. AGENCY DISCLOSURE.
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The following agency relationship(s) in this transaction is (are) hereby
consented to and acknowledged:
(a) [ ] _____________________ (selling real estate licensee) is the
agent of (check one): [ ] Buyer exclusively as an agent of Buyer; [ ] Seller
exclusively as an agent of Seller; [ ] both Seller and Buyer as set out in the
in-company agreement.
(b) [ ]_____________________ (listing agent if not the same as selling
agent) is the agent of (check one): [ ] Seller exclusively as Seller's agent; [
] both Seller and Buyer as set out in the in-company agreement.
(c) [X] ▇▇▇▇ ▇. ▇▇▇▇▇▇, Realtor (real estate licensee) is the agent of
both Seller and Buyer in a limited dual agency relationship pursuant to separate
agreement.
ACKNOWLEDGED
Buyer/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date 08-17-01 Seller By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Date 08-16-01
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Buyer Date Seller Date
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Designated
Broker(s) Initials
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14. NOTICES.
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Unless otherwise specified, any notice required or permitted in, or
related to, this Agreement must be in writing and signed by the party to be
bound. Any time limit in or applicable to a notice shall commence on the day
following mailing of the notice in the U.S. mails, postage prepaid, by the
applicable party to the address of the other party shown in this Agreement,
unless that day is a Saturday, Sunday, or legal holiday, in which event it will
commence on the next following business day.
15. ASSIGNMENT. Intentionally deleted.
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16. ATTORNEYS' FEES.
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In the event a suit, action, arbitration, or other proceeding of any nature
whatsoever, including without limitation any proceeding under the U.S.
Bankruptcy Code, is instituted, or the services of an attorney are retained, to
interpret or enforce any provision of this Agreement or with respect to any
dispute relating to this Agreement, the prevailing party shall be entitled to
recover from the losing party its attorneys', paralegals', accountants', and
other experts' fees and all other fees, costs, and expenses actually incurred
and reasonably necessary in connection therewith. In the even of suit, action,
arbitration, or other proceeding, the amount thereof shall be determined by the
judge or arbitrator, shall include fees and expenses incurred on any appeal or
review, and shall be in addition to all other amounts provided by law.
17. STATUTORY LAND USE DISCLAIMER.
THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION
DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND
REGULATIONS, WHICH, IN FARM AND FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR
SITING OF A RESIDENCE AND WHICH LIMIT LAWSUITS AGAINST FARMING OR FOREST
PRACTICES AS DEFINED IN ORS 30.930 IN ALL ZONES. BEFORE SIGNING OR ACCEPTING
THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK
WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES
AND THE EXISTENCE OF FIRE PROTECTION FOR STRUCTURES.
18. MISCELLANEOUS.
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Time is of the essence of this Agreement. The facsimile transmission of any
signed document including this Agreement shall be the same as delivery of an
original. At the request of either party, the party delivering a document by
facsimile will confirm facsimile transmission by signing and delivering a
duplicate original document. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same Agreement. This Agreement contains
the entire agreement and understanding of the parties with respect to the
subject matter of this Agreement and supersedes all prior and contemporaneous
agreements between them with respect thereto. Without limiting the provisions of
Section 15 of this Agreement, this Agreement shall be binding upon and shall
inure to the benefit of the parties and their respective successors and assigns.
The person signing this Agreement on behalf of Buyer and the person signing this
Agreement on behalf of Seller each represents, covenants and warrants that such
person has full right and authority to enter into this Agreement and to bind the
party for whom such person signs this Agreement to the terms and provisions of
this Agreement. This Agreement shall not be recorded unless the parties
otherwise agree.
19. ADDENDUMS; EXHIBITS.
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The following named addendums and exhibits are attached to this Agreement and
incorporated within this Agreement: [ ] none or [X] Addendum "A" and Exhibit "A"
and Exhibit "B" and Exhibit "C" .
20. TIME FOR ACCEPTANCE. Intentionally deleted.
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21. SELLER'S ACCEPTANCE AND BROKERAGE AGREEMENT.
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Seller agrees to sell the Property on the terms and conditions in this Agreement
and further agrees to pay a commission in the total amount computed in
accordance with the listing agreement or other commission agreement. If there is
no written listing agreement or other commission agreement, Seller hereby agrees
to pay a commission of [ ] ______________ percent (____%) of the purchase price
or [X] Sixty Two Thousand Five Hundred and 00/100 Dollars ($62,500.00). If the
▇▇▇▇▇▇▇ Money is forfeited and retained by Seller in accordance with this
Agreement, in addition to any other rights the listing agent may have, the
listing agent shall be entitled to fifty percent (50%) of the ▇▇▇▇▇▇▇ Money, not
to exceed any agreed commission, and Seller hereby assigns to the listing agent
such amount.
22. Execution Date.
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The Execution Date is the later of the two dates shown beneath the parties'
signatures below.
CONSULT YOUR ATTORNEY. THIS DOCUMENT HAS BEEN PREPARED FOR SUBMISSION TO YOUR
ATTORNEY FOR REVIEW AND APPROVAL PRIOR TO SIGNING. NO REPRESENTATION IS MADE BY
THE REAL ESTATE LICENSEES NAMED IN THIS AGREEMENT AS TO THE LEGAL SUFFICIENCY OR
TAX CONSEQUENCES OF THIS AGREEMENT.
Buyer: Seller: PORTLAND BREWING COMPANY, an
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Oregon corporation
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title Title President
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Execution Date August 17, 2001 Execution Date August 16, 2001
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Home Phone (▇▇▇) ▇▇▇-▇▇▇▇ Home Phone --
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Office Phone -- Office Phone (▇▇▇) ▇▇▇-▇▇▇▇
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Fax Phone -- Fax Phone (▇▇▇) ▇▇▇-▇▇▇▇
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Address 3247 ▇.▇. ▇▇▇▇▇▇ Address ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
