Exhibit 10.13
MEMORANDUM OF AGREEMENT OF PURCHASE AND SALE
(9.5360 Acres, Pearland, Brazoria County, Texas)
THE STATE OF TEXAS (S)
(S)
COUNTY OF BRAZORIA (S)
THIS MEMORANDUM OF AGREEMENT OF PURCHASE AND SALE (this "Memorandum")
is made and entered into as of the Effective Date (as hereinbelow defined), by
and between AVIATION SALES DISTRIBUTION SERVICES COMPANY, a Delaware
corporation, as Seller ("Seller"), and THE ▇▇▇▇▇▇▇ FAMILY LIMITED LIABILITY
COMPANY, a Florida limited liability company, as Purchaser ("Purchaser").
W I T N E S S E T H:
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1. Purchase and Sale. Subject to the terms, provisions and conditions
hereof, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to
purchase from Seller, on the terms and conditions herein stated, all, but not a
part, of that certain tract of land, and the improvements situated thereon,
located in Pearland, Brazoria County, Texas, as more particularly described on
Exhibit A hereto, together with (i) any and all improvements thereon, (ii) all
rights and appurtenances (including, without limitation, easements appurtenant)
thereto, and (iii) all easements or rights of Seller in adjacent roads and
streets or in any adjacent alleys, strips or gores of land (the "Property"). The
conveyance of the Property shall also include the office/warehouse building and
all other improvements located thereon and further together with all furniture,
fixtures, and equipment located thereon (the "Personal Property").
2. Purchase Price. The purchase price for the Property (the "Purchase
Price") shall be ONE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
($1,500,000). The Purchase Price shall be in the form of a credit against
certain reimbursement obligations owed by Seller to Purchaser in connection with
a draw in the amount of $1,500,000 made by Bank of America, N.A. ("Bank of
America") under a $2,500,000 letter of credit issued to Bank of America on
behalf of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), an affiliate of Purchaser, in connection
with ▇▇▇▇▇▇▇'▇ personal guaranty of certain obligations of Seller in favor of
Bank of America.
In addition, at Closing, Seller shall deliver to Purchaser, in cash,
$100,000 of rents previously received by Seller with respect to the Property.
3. The Closing. The consummation of the sale and purchase of the
Property ("Closing") has occurred on even date with the Effective Date of this
Memorandum.
(a) Seller Deliveries. Seller has delivered or caused to be
delivered to Purchaser, at Seller's sole cost and expense, the following items
at the times indicated:
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(1) A Special Warranty Deed (the "Deed") in the form attached
hereto as Exhibit B and incorporated for reference purposes herein,
fully executed and acknowledged by Seller, conveying to Purchaser
good and indefeasible fee simple title to the Property, subject only
to the Permitted Encumbrances (as defined in Section 3(b) hereof).
(2) A ▇▇▇▇ of Sale and Assignment Agreement (the "▇▇▇▇ of Sale")
duly executed and acknowledged by Seller and in the form attached
hereto as Exhibit C and incorporated herein for reference purposes,
conveying the Personal Property to Buyer free from any and all
security interests, liens, or judgments, and also conveying all
other tangible and intangible rights of Seller in and to the
Property.
(3) On the Effective Date hereof, the Certificate as to
Non-Foreign Status described in Section 6 hereof, fully executed and
sworn to by Seller.
(4) On the Effective Date hereof, on the Title Company's
standard form, a "bills paid affidavit" verifying that there are no
unpaid bills or claims for labor performed or materials furnished
with respect to the Property prior to Closing, and by which
affidavit Seller indemnifies and holds harmless Purchaser and the
Title Company from all loss, liability and expense resulting from or
incident to claims against the Property for any such matters,
sufficient in all respect to cause the Title Company to insure
Purchaser's title against unrecorded mechanic's and materialmen's
liens.
(5) On the Effective Date hereof, all other documents required
by First American Title Insurance Company of Texas, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (Attn: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇)
(the "Title Company") in connection with this transaction,
including, without limitation, a settlement statement, duly executed
by Seller.
(b) Seller's Obligations Regarding Issuance of Owner's Policy to
Purchaser. On even date with the Effective Date hereof, Seller shall cause and
has caused the Title Company to issue and deliver to Purchaser a Texas standard
form of Owner's Policy of Title Insurance as prescribed by the Texas State Board
of Insurance (the "Owner's Policy"), dated as of the Closing Date and issued by
the Title Company, insuring Purchaser's fee simple title to the Property in the
full amount of the Purchase Price. The premium for the Owner's Policy shall be
(and has on even date herewith has been) paid by Seller. The Owner's Policy
shall be subject only to (A) the hereinafter described standard policy
pre-printed exceptions (modified as herein required), (B) ad valorem taxes owing
with respect to the Property for the calendar year 2002, and (C) the Permitted
Encumbrances. For purposes hereof, the "Permitted Encumbrances" are only those
items set forth on Exhibit D attached hereto and incorporated herein by
reference. The Owner's Policy shall be subject to the standard pre-printed
exceptions provided for in the standard form of commitment for owner's policy of
title insurance approved by the State Board of Insurance for use in the State of
Texas; provided, however, that:
(i) The Owner's Policy shall not contain any exceptions for
liens of any kind;
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(ii) The standard survey exception (i.e., Item 2 of Schedule B of
the standard title commitment form) shall be modified to read "shortages in
area" only at the expense of Purchaser;
(iii) The exception for liens for standby fees and taxes shall be
limited to those accrued for 2002 and subsequent years (and tax roll-backs
per the standard policy language);
(iv) The exception for restrictive covenants shall refer only to
Permitted Encumbrances that constitute restrictions, if any;
(v) There shall be no exception for any matters addressed in
Schedule C of the Title Commitment; and
(vi) Any mandatory arbitration clause in the Owner's Policy shall
be deleted.
(c) Adjustments. Ad valorem and similar taxes and assessments
relating to the Property for the calendar year of the Closing shall be prorated
between Seller and Purchaser as of the Closing Date based upon the best
available estimates of the amount of taxes that will be due and payable on the
Property. As soon as the actual amount of taxes and assessments on the Property
for such year is known, Seller and Purchaser shall readjust, if necessary, the
amount of taxes and assessments to be paid by each party with the result that
Seller shall promptly pay for those taxes and assessments attributable to the
period of time through the Closing Date and Purchaser shall promptly pay for
those taxes and assessments attributable to the period of time after the Closing
Date. Any special assessments applicable to the Property for improvements made
prior to the Closing shall be paid by Seller.
(d) Possession and Closing. Subject to the Permitted Encumbrances
(including any possession or tenancy rights, if any, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or
Tailored Aviation, Inc.), exclusive possession of the Property shall be
delivered to Purchaser at Closing.
(e) Costs of Closing. Seller shall pay the recording costs for the
Deed, and one-half (1/2) of any Title Company escrow fee, the premium for the
Owner's Policy, the cost of tax certificates, and the cost of the environmental
site assessment and structural review of the Property conducted by ▇▇▇▇▇▇ ▇.
▇▇▇▇, Inc. Further, Seller agrees to pay for the cost of Purchaser's attorney's
fees relating to this transaction. Except as set forth above, the parties hereto
shall be responsible for all other fees or expenses incurred by such party in
connection with this transaction.
4. Express Representations and Warranties of Seller. Seller represents
and warrants to Purchaser as of the Effective Date, except where specific
reference is made herein to the contrary to another date or dates, in which case
such date or dates will apply, as follows:
(a) Seller has no knowledge of adverse or other parties in possession
or any occupancy of the Property, or of any part thereof, other than ▇▇▇▇▇▇▇
▇▇▇▇▇▇ and/or Tailored Aviation, Inc.
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(b) There are no actions, suits, claims, assessments, or proceedings
pending or, to the knowledge of Seller, threatened that could adversely affect
the ownership, development, maintenance, or operation of the Property or
Seller's ability to perform hereunder. Seller has not received any written
notice from any governmental or quasi-governmental agency or authority requiring
the correction of any condition with respect to the Property or any part
thereof, by reason of a violation of any regulation or otherwise. Seller has not
received any written notice of, and has no other knowledge or information of,
any pending or contemplated condemnation action with respect to the Property, or
any part thereof.
(c) Seller has no knowledge of any existing fact or condition which
would result in the termination of the current access from the Property to any
presently existing highway, street, alley, or road adjoining or situated on the
Property, or to any existing water, sewer, or other utility Property servicing,
adjoining, or situated on the Property.
(d) Seller has good and indefeasible title to the Property.
(e) There is no action, suit, proceeding, or claim presently pending
in any court or before any federal, state, county, or municipal department,
commission, board, bureau, or agency or other governmental instrumentality or
before any arbitration tribunal or panel affecting Seller's ability to perform
its obligations under this Memorandum, nor, to the best knowledge of Seller, is
any such action, suit, proceeding, or claim threatened.
(f) Seller is not aware of any attachments, executions, assignments
for the benefit of creditors, or voluntary or involuntary bankruptcy
proceedings, or proceedings under any debtor relief laws, contemplated by or
pending or threatened against Seller or the Property.
(g) There are no contracts of construction, employment, management,
service, or supply which will materially and adversely affect the Property after
Closing.
(h) To the knowledge of Seller, there is no Hazardous Substance or
Solid Waste illegally contaminating the Property, except as may be reflected in
any environmental report(s) obtained by Buyer. The term (as used in this
Memorandum) "Hazardous Substance" has the meaning specified in the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), and
the terms "Solid Waste" and "disposal" (or "disposed") have the meanings
specified in the Resource Conservation and Recovery Act of 1976 ("RCRA"). If
either CERCLA or RCRA is amended to broaden the meaning of any term defined
thereby, the broader meaning shall apply to this paragraph after the effective
date of the amendment.
(i) There are no unpaid assessments for public improvements against
the Property, and Seller has no knowledge of any proposed assessments against
the Property. The Property is not subject to assessments for any street paving,
curbing, or similar improvements.
(j) Seller has not received written notice of (1) public plans or
proposals for changes in road grade, access, or other municipal improvements
which would affect the Property
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or result in any assessment, or (2) any pending tax proceeding for the reduction
or increase of the assessed real estate tax evaluation of the Property or any
portion thereof.
(k) Seller is duly organized, validly existing, and in good standing
under the laws of the state of its organization and is qualified to transact
business in the state in which the Property is situated. This Memorandum and all
instruments, documents, and agreements to be executed by Seller in connection
herewith are, or when delivered shall be, duly and validly executed and
delivered by Seller to Purchaser and are, or when delivered shall be, legal,
valid, and binding obligations of Seller, enforceable against Seller in
accordance with their respective terms, except as such enforcement may be
limited by bankruptcy, conservatorship, receivership, insolvency, moratorium, or
similar laws affecting creditors' rights generally or by general principles of
equity. Each individual executing this Memorandum on behalf of Seller represents
and warrants to Purchaser that he or she is duly authorized to do so.
(l) Seller has the capacity and complete authority to enter into and
perform this Memorandum, and no consent, approval, or other action by any other
party or entity will be needed thereafter to authorize Seller's execution and
performance of this Memorandum. The execution and delivery of this Memorandum by
Seller, the consummation by Seller of the transaction contemplated hereby, and
compliance by Seller with any of the provisions hereof will not (1) conflict
with or result in any breach of any provisions of the formation documents of
Seller; (2) result in a violation or breach of, or constitute (with or without
due notice or lapse of time or both) a default (or give rise to any right to
termination, cancellation, or acceleration) under any of the terms, conditions,
or provisions of any note, bond, mortgage, indenture, lease, license, contract,
agreement, or other instrument or obligation to which Seller is a part or by
which Seller or the Property may be bound; or (3) violate any order, writ,
injunction, decree, statute, rule, or regulation applicable to Seller or the
Property; except in the case of clauses (2) or (3) above, for violations,
breaches or defaults (A) that would not in the aggregate have a material adverse
effect on the business or financial condition of Seller and on the effectiveness
of the transaction contemplated hereby or (B) for which waivers or consents have
been or will be obtained prior to the Closing Date (as herein defined).
(m) Seller is not a "foreign person", "foreign trust", or "foreign
corporation" within the meaning of the United States Foreign Investment and Real
Property Tax Act of 1980 and the Internal Revenue Code of 1986, as subsequently
amended.
PURCHASER ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT PURCHASER HAS
BEEN GIVEN THE OPPORTUNITY TO MAKE FULL AND COMPLETE INSPECTIONS OF THE PROPERTY
TO PURCHASER'S SATISFACTION. PURCHASER IS RELYING SOLELY ON PURCHASER'S OWN
INVESTIGATIONS OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE
PROVIDED BY SELLER, OR ANY AGENT, REPRESENTATIVE OR OTHER PARTY ACTING ON BEHALF
OF SELLER. EXCEPT FOR SELLER'S REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN,
IT IS THE UNDERSTANDING AND INTENTION OF THE PARTIES THAT THE SALE OF THE
PROPERTY FROM SELLER TO PURCHASER IS MADE ON AN "AS IS, WHERE IS" BASIS AND WITH
ALL FAULTS. ACCORDINGLY, EXCEPT AS
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EXPRESSLY PROVIDED FOR IN THIS MEMORANDUM AND EXCEPT AS TO THE WARRANTY OF
TITLE TO BE CONTAINED IN THE DEED, PURCHASER ACKNOWLEDGES THAT SELLER HAS NOT
MADE, DOES NOT MAKE, AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS,
WARRANTIES, PROMISES, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO, CONCERNING OR WITH
RESPECT TO (I) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, (II) THE
COMPLIANCE OF OR BY THE PROPERTY WITH ANY LAWS, RULES, REGULATIONS, STATUTES OR
ORDINANCES OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (III) THE
LIABILITY, MERCHANTABILITY, MARKETABILITY, OR PROFITABILITY, SUITABILITY OR
FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY, OR (IV) ANY OTHER
MATTER WITH RESPECT TO THE PROPERTY. SPECIFICALLY, PURCHASER ACKNOWLEDGES THAT,
EXCEPT AS OTHERWISE EXPRESSLY SET OUT IN THIS MEMORANDUM, SELLER HAS NOT MADE,
DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS OR
WARRANTIES REGARDING COMPLIANCE OF THE PROPERTY WITH ANY ENVIRONMENTAL
PROTECTION OR LAND USE LAWS, RULES OR REGULATIONS, ORDERS OR REQUIREMENTS,
INCLUDING, WITHOUT LIMITATION, THOSE PERTAINING TO SOLID WASTE, AS DEFINED BY
U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, OR THE
DISPOSAL OR EXISTENCE IN OR ON THE PROPERTY, OF ANY HAZARDOUS SUBSTANCES AS
DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY
ACT OF 1980, AS AMENDED, AND THE REGULATIONS PROMULGATED THEREUNDER. PURCHASER
REPRESENTS TO SELLER THAT PURCHASER SHALL RELY SOLELY UPON ITS OWN
INVESTIGATIONS, INSPECTIONS AND STUDIES OF THE PROPERTY, AND NOT ON ANY
INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER, SELLER'S AGENTS OR CONTRACTORS
OR OTHERWISE GENERATED FROM THIRD PARTY SOURCES. SELLER SHALL NOT BE LIABLE OR
BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR
INFORMATION PERTAINING TO THE PROPERTY OR THE OPERATION THEREOF FURNISHED BY ANY
PARTY PURPORTING TO ACT ON BEHALF OF SELLER. THE STATEMENTS AND DISCLAIMERS MADE
UNDER THIS PARAGRAPH SHALL BE INCLUDED IN THE DEED AND OTHER CLOSING DOCUMENTS
FROM SELLER TO PURCHASER AND SHALL EXPRESSLY SURVIVE THE CLOSING OF THIS
MEMORANDUM.
For purposes hereof, Seller's "knowledge" shall mean and be limited
exclusively to the actual awareness of facts by ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., without any
duty of investigation or inquiry, and shall mean that such named persons are not
actually aware of the untruth of such statement, without being under any
obligation to conduct any inquiry or investigation of such matter for purposes
of attempting to verify the absolute truth or accuracy thereof.
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5. Real Estate Commission. Purchaser and Seller each represents to the
other that there are no real estate agents or brokers entitled to a commission
in connection with this purchase and sale of the Property as the result of any
act, deed, promise or agreement of such party. Purchaser hereby agrees to
indemnify, defend and hold harmless Seller from and against any and all claims
of any agent, broker, finder or other similar party claiming through or on
account of an agreement or alleged agreement with Purchaser, and Seller hereby
agrees to indemnify, defend and hold harmless Purchaser from and against any and
all claims of any agent, broker, finder or other similar party claiming through
or on account of an agreement or alleged agreement with Seller.
6. Seller's Non-Foreign Status. Seller represents and warrants that
Seller is not a "foreign person," as defined in Section 1445 of the Internal
Revenue Code of 1986, as amended, and in the Rules and Regulations promulgated
by the Treasury Department with respect thereto (collectively, "Federal Tax
Law"). Therefore, at the Closing, Seller will deliver to Purchaser a Certificate
of Non-Foreign Status in the form attached hereto as Exhibit E and incorporated
herein for reference purposes, subscribed and sworn to by Seller, complying with
Federal Tax Law (the "Certificate as to Non-Foreign Status"). If Purchaser has
reason to believe that Seller is a "foreign person" or if Seller fails to
deliver the Certificate as to Non-Foreign Status at the Closing, subscribed and
sworn to as described above, then, in either such event, the Title Company is
hereby authorized to withhold from the Purchase Price otherwise payable to
Seller, all sums required to be withheld by Purchaser under Federal Tax Law (and
if the cash portion of the Purchase Price is insufficient for such purpose, then
Seller shall deliver the shortfall in cash into escrow with the Title Company at
Closing), and the Title Company will deliver such amount withheld (and/or
delivered by Seller) to the Internal Revenue Service together with the
appropriate forms prescribed by the U.S. Department of the Treasury, with copies
being contemporaneously sent to both Seller and Purchaser.
7. Authority. Each party to this Memorandum warrants and represents to
the other that such party has full power and authority to enter into and perform
its obligations under this Memorandum in the names, titles and capacities herein
stated and on behalf of any entities, persons, estates or firms represented or
purported to be represented by such person, and that all approvals, consents and
authorizations necessary or required by any state and/or federal law or private
agreement in order for such party to enter into and perform its obligations
under this Memorandum have been obtained and all legal requirements fully
complied with.
8. Notices. Any notice, demand or request permitted, required or
desired to be given in connection with this Memorandum shall be in writing and
shall be hand delivered, or be sent by United States certified or registered
mail, return receipt requested, postage prepaid, or be sent by private,
receipted courier guaranteeing same-day or next-day delivery, addressed as
follows:
If to Seller: c/o TIMCO Aviation Services, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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With a copy to: ▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to Purchaser: c/o Aero Technologies, Inc.
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇.
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ (x239)
With a copy to: ▇▇. ▇▇▇▇ ▇▇▇▇▇
M.D. ▇▇▇▇▇▇ & Associates, P.C.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Notices shall be deemed properly delivered and received when and if either: (i)
personally delivered; (ii) delivered by nationally-recognized overnight courier;
(iii) when deposited in the U.S. Mail, by registered or certified mail, return
receipt requested, postage prepaid; or (iv) sent via facsimile transmission with
confirmation mailed by regular U.S. mail. Any party may change its notice
address for purposes hereof to any address within the continental United States
by giving written notice of such change to the other parties hereto at least
fifteen (15) days prior to the intended effective date of such change.
9. Entire Agreement. This Memorandum represents the entire agreement by
and between Purchaser and Seller with regard to the subject matter dealt with
herein, and it may not be modified except by written amendment executed by
Purchaser and Seller.
10. Successors and Assigns. The terms and provisions of this Memorandum
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs, personal representatives, successors and permitted
assigns.
11. Governing Law. The terms, provisions and conditions of this
Memorandum shall be governed by and construed in accordance with the laws of the
State of Texas. Venue for all suits and actions arising out of or in connection
with this Memorandum shall be proper only in the state and federal courts
sitting in Brazoria County, Texas, and each party hereby consents to the
assertion of personal jurisdiction by such courts over such party for the
limited purposes of such suit but does not waive requirement for service of
process in the manner prescribed by law.
12. Severability. If any provision of this Memorandum shall, for any
reason, be held to be illegal, invalid or unenforceable, then the other
provisions of this Memorandum shall not be rendered invalid or otherwise
affected thereby, all of which remaining provisions shall continue in full force
and effect to the maximum extent permitted by applicable law.
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13. Survival of Representations and Warranties; Further Assurances. The
representations and warranties of Seller contained in this Memorandum shall
survive the Closing for a period of one (1) year. Seller and Purchaser each
agree to execute and deliver such other documents, on or after the Closing Date,
as are reasonably necessary to give effect to and carry out the transaction
herein contemplated.
14. Exhibits. All exhibits referenced in this Memorandum are attached
hereto and incorporated herein by this reference and shall constitute a part of
the terms, covenants, conditions and provisions hereof, as if set forth herein
verbatim.
15. Notice to Purchaser. The Texas Real Estate License Act requires
that Purchaser be advised that he should either (i) have an attorney examine an
abstract of title to the Property, or (ii) obtain a title insurance policy
covering the Property. Notice to that effect is, therefore, hereby given to and
acknowledged by Purchaser.
16. Headings; Construction. The headings contained in this Memorandum
are for reference purposes only and shall not modify or affect this Memorandum
in any manner whatsoever. Wherever required by the context, any gender shall
include any other gender, the singular shall include the plural, and the plural
shall include the singular. All references in this Memorandum to "herein",
"hereunder" or "hereby" shall refer to this entire Memorandum rather than any
particular section, paragraph, subparagraph, clause or provision, unless
specifically stated otherwise.
17. WAIVER OF CONSUMER RIGHTS. BUYER HEREBY WAIVES ITS RIGHTS UNDER THE
DECEPTIVE TRADE PRACTICES - CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ. OF
THE TEXAS BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS
AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF BUYER'S OWN SELECTION,
BUYER VOLUNTARILY CONSENTS TO THIS WAIVER.
18. Effective Date. The "Effective Date" of this Memorandum is defined
as the date on which fully executed originals of this Agreement and the Closing
Documents are delivered to the Title Company.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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EXECUTED by the parties on the respective dates set forth below, to be
effective as of the Effective Date set forth herein.
SELLER:
Date: July 12, 2002 AVIATION SALES DISTRIBUTION
SERVICES COMPANY,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Treasurer
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PURCHASER:
THE ▇▇▇▇▇▇▇ FAMILY LIMITED LIABILITY COMPANY,
a Florida limited liability company
Date: July 12, 2002 By: /s/
-------------------------------------------
Name:
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Title:
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EXHIBITS:
Exhibit A - Description of the Property
Exhibit B - Form of Special Warranty Deed
Exhibit C - Form of ▇▇▇▇ of Sale and Assignment Agreement
Exhibit D - Permitted Encumbrances
Exhibit E - Form of Certificate of Non-Foreign Status
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