Exhibit 10.93
PURCHASE AND SALES AGREEMENT
THIS AGREEMENT made this _____ day of March 2001, by and between the
SELLER, ▇▇▇▇▇▇▇▇ Technologies of Georgia, Inc., a Georgia Corporation with a
business address of ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and the
BUYER, WTN Realty Trust, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee, with a mailing address
of P. O. Box 1433, Derry, New Hampshire, or his nominee (hereinafter
collectively referred to as the "Parties"), for consideration paid, mutually
agree that the SELLER is to sell, and the BUYER is to purchase, the property
described below on the following terms and conditions:
1. PROPERTY
The SELLER agrees to sell and convey, and the BUYER agrees to buy certain
real property located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
consisting of 21.762 acres, (as described in Exhibit A), together with all
improvements and fixtures. The real property and fixtures described above is
referred to as property.
2. PURCHASE PRICE
Purchase Price $1,300,000.00
Deposit, hereby acknowledged and held in
escrow by the Seller $ 200,000.00
Balance due at closing less closing
costs and escrows (Bank Wire Transfer
or certified check) $1,100,000.00
Seller Note 200,000.00
Balance due at closing $ 900,000.00
3. TITLE; TENANCIES
a) Marketable and insurable title shall be conveyed by a Warranty Deed
conveying clear and marketable title free and clear of all encumbrances except
usual public utilities serving the property and restrictive covenants of record,
and in compliance with Federal, State and municipal laws and regulations.
b) Property is presently occupied by ▇▇▇▇▇▇▇▇ Technologies of Georgia,
Inc. ▇▇▇▇▇▇▇▇ Technologies of Georgia, Inc. shall continue occupancy, subject to
the terms and conditions of a lease by and between WTN Realty Trust, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, Trustee (Lessor) and ▇▇▇▇▇▇▇▇ Technologies of Georgia, Inc.
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(Lessee), to be executed at time of closing. c) Conveyance of title shall be
made and sale closed on or about March ___, 2001 at the office of Attorney ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Title
shall be evidenced by a standard form title insurance policy insuring title to
property to be in purchaser or its nominees, subject only to the matters set
forth in this agreement.
4. INSURANCE; TRANSFER OF POSSESSION
Risk of loss or damage by fire or other casualty to property or any part
of property prior to close of escrow shall be the risk of SELLER. In the event
of such loss or damage prior to the closing, all sums recoverable from said
insurance shall be paid or assigned, on delivery of deed, to the BUYER, unless
the premises shall previously have been restored to their former condition by
the SELLER; or, at the option of the BUYER, this agreement may be rescinded and
SELLER shall return the BUYER'S deposit in full without recourse to the parties
hereto if loss exceeds $15,000.00. The SELLER shall provide evidence of current
insurance coverage to the BUYER upon written request.
5. COMMERCIAL ZONING
SELLER warrants that property is zoned for industrial purposes and that
all existing uses are lawful in municipal and state zoning regulations.
6. ADJUSTMENTS
Special assessments, taxes, and fees shall be prorated as of the date of
closing. If, at the time of closing, the premises, or any part of the premises,
is subject to an assessment or assessments to an entity, payable in
installments, all such installments not due or delinquent at the time of
transfer shall nevertheless be deemed to be due and payable at such time and as
liens on the real property described herein, and all such assessments shall be
paid and discharged by SELLER.
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7. REAL ESTATE AGENT
No real estate commission is due, the parties not having dealt with a real
estate broker or salesperson in regard to this sale, and agree to hold each
other harmless from any claim for a commission by anyone who has dealt with
either party.
8. NOTICE
All notice required by this agreement shall be in writing and shall be
served on the parties at their addresses, as indicated above, or on their
attorneys at their business addresses. The mailing of a notice by registered or
certified mail, return receipt requested shall serve as sufficient notice.
Notices may also be served by personal delivery, by certified mail, addressed as
follows:
If to SELLER: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, CFO
▇▇▇▇▇▇▇▇ Technologies, Inc.
▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If to BUYER: WTN Realty Trust
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee
P. O. ▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
With copy to: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esquire
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, P.A.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
or by the use of a facsimile machine with proof of transmission and a copy
of the notice with proof of transmission being set by regular mail on the date
of transmission.
9. SELLERS REPRESENTATION OF PROPERTY:
SELLER hereby warrant, which warranties shall be effective as of the
closing date and shall survive the transfer of title to BUYER or BUYER'S
nominee, that to the best of the knowledge and belief of the SELLER, the
property subject to this transaction and the improvements thereon are
structurally sound and in good condition and repair, including without
limitation of the foregoing, the roofs, foundations, appliances, fixtures,
walls, heating and cooling systems, plumbing, water and electrical systems.
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10. LEASEBACK
At the closing, and simultaneously BUYER shall receive a deed to the
premises from SELLER, BUYER, as landlord, shall enter into a lease of the
premises with SELLER as tenant, which lease shall be in the form and substance
of that attached as Exhibit B and incorporated by reference. The form of the
attached lease shall be completed at the closing as follows: the date of the
lease shall be the date of the closing of title; and the commencement date of
the initial term of the lease shall be the date of title closing.
11. ATTORNEYS FEES
SELLER shall be responsible for the SELLER'S and the BUYER'S attorneys
fees, transfer taxes and closing costs in connection with this transaction.
12. DEFAULT
In the event the SELLER defaults or fails to perform its obligation under
this contract, the BUYER, at his option, shall be entitled to the return of its
deposit, in addition to any other remedies available at law or in equity. In the
event the BUYER defaults, the SELLER shall be entitled to retain the deposit as
liquidated damages, or to any other remedies available at law or in equity.
13. ACKNOWLEDGMENT
All representations, statements, and agreements heretofore made between
the parties are merged in this agreement which alone fully and completely
expresses their respective obligations, and this agreement is entered into by
each party after opportunity for investigation, neither party relying on any
statements or representations not embodied in this agreement, made by the other
or on his behalf.
14. INTERPRETATIONS
This agreement shall be interpreted under the laws of the State of Georgia
and shall inure to the benefit of, and be binding upon, the heirs, successors
and assigns of the parties.
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A. The captions used herein are for convenience only, are not a part of this
Agreement, and shall not be used in construing it.
B. Reference herein to the masculine shall be deemed to include the feminine
and reference to the singular shall be deemed to include the plural where
the context so requires or permits.
C. This Agreement contains all the terms and conditions of this sale and any
oral representations made by either party prior to the signing of this
Agreement are null and void. This Agreement may only be modified by
written instrument.
15. BINDING ON SUCCESSORS
This Agreement shall insure to the benefit of and be binding upon the
heirs, executors, administrators, estates, successors and assigns of BUYER and
SELLER.
Signed this 30th day of March, 2001.
BUYER:
WTN Realty Trust
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee
----------------------------------- -----------------------------------
Witness ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Notary Public, Massachusetts
My Commission Expires June 14, 2002
Dated: March ____, 2001
SELLER:
▇▇▇▇▇▇▇▇ TECHNOLOGIES OF
GEORGIA, INC.
/s/ ▇▇▇▇▇▇ H illegible BY: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------- -----------------------------------
Witness ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Treasurer
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EXHIBIT A
All that tract or parcel of land lying and being in Land Lot Nos. 89 and
104 of the Fist Land District and the 612th G.M.D. of Butts County, Georgia,
containing 21.762 acres and being particularly described as follows: The
southeast corner of the subject property is located on the west right-of-way
line of Mallet Street and at the north end of said Mallet Street, said point
lying 172.2 feet northerly along the west right-of-way line of Mallet Street
from the center of ▇▇▇▇▇▇ Street to the point of beginning. From said point of
beginning running thence North 00[Degree] 15' East a distance of 60.0 feet to a
point; thence North 20[Degree] 43' West a distance of 911.1 feet to a point;
thence North 1[Degree] 4' West a distance of 60 feet to a point; thence South
89[Degree] 00' West a distance of 420.0 feet to a point; thence South 69[Degree]
20' West a distance of 492.5 feet to a point on the northeast right-of-way line
of property of Southern Railway Co.; thence along said right-of-way line South
14[Degree] 25' East a distance of 1,008.8 feet to a point; thence South
89[Degree] 25' East a distance of 66.5 feet to a point; thence North 1[Degree]
40' East a distance of 30.0 feet to a point; thence South 89[Degree] 58' East a
distance of 265.1 feet to a point; thence North 0[Degree] 06' East a distance of
156.0 feet to a point; thence North 89[Degree] 51' East a distance of 620.6 feet
to the point of beginning. This property is further described by reference to a
certain plat of survey made for "Development Authority of Jackson (Delta Tank
Project)" made by ▇.▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇ County Surveyor dated July 1,
1974. A copy of said plat is recorded in the Office of the Clerk of the Superior
Courts of Butts County, Georgia in Plat Book 4, Page 211. Said plat hereby is
incorporated in this description by reference.
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