~
XxXxxxx Consolidated, Inc.
PURCHASE AGREEMENT
Date January 11, 2001, at San Diego, California
1. BUYER: XxXxxxx Consolidated Inc. ("Buyer)
2. SELLER: Old Vail Partners, a California General Partnership
3. OFFER:
a) THIS IS AN OFFER FROM XxXxxxx Consolidated Inc. ("Buyer') for the
purchase of real property in the City of Temecula, County of
Riverside, California, described as approximately 32.6 acres on
the south side of Hwy 79 South as shown on the attached Exhibit A
('"Property').
b) THE PURCHASE PRICE offered is $6,550,000.
c) CLOSE OF ESCROW shall occur on April 20, 2001.
4. DEPOSIT: Buyer shall deposit the sum of $260,000 into an escrow with United
Title Company of San Diego, California within 4 (four) Days after acceptance
of this offer by Seller, which amount shall be made payable to United Title
Co. and is to be deposited into an interest bearing account.
5. PAYMENT OF PURCHASE PRICE: At the close of escrow on April 20, 2001, Buyer
shall pay Seller cash in the amount of $6,550,000.
6. ALLOCATION OF ESCROW, TITLE AND OTHER COSTS:
a) X Buyer X-Seller shall pay escrow fee 50% Each.
-- - ----------
b) Escrow Holder shall be United Title Company of San Diego.
c) __ Buyer X Seller shall pay for owner's title insurance policy,
issued by United Title Company of San Diego.
d) __ Buyer :X Seller shall pay County transfer tax or transfer fee.
--
7. BUYER'S INVESTIGATION OF PROPERTY CONDITION: Buyer's Acceptance of the
condition of the Property is a contingency of this Agreement. Buyer shall
have the right in it's discretion and at it's expense to conduct such
inspections, investigations tests, surveys. and other studies ("Inspections")
as it deems necessary. Seller shall make the Property available for all
Inspections. Buyer shall have until February 28, 2001 to complete all such
inspections and either approve or disapprove the property. If Buyer
disapproves of the property on or prior to February 28,2001, the deposit.
together with interest thereon, shall be fully refundable to Buyer.
8. BUYER INDEMNITY AND SELLER PROTECTION FOR ENTRY UPON PROPERTY: As to it's
activities on the Property, Buyer shall: (i) keep the Property free and clear
of liens; (ii) indemnify and hold Seller harmless from all liability, claims,
demands, damages and costs; and (iii) Repair all damages arising from
inspections. Buyer shall carry, or Buyer shall require anyone acting on
Buyer's behalf to carry policies of liability, worker's compensation, and
other applicable insurance, defending and protecting Seller from liability
for any injuries to persons or property occurring during any inspections of
work done on the Property at Buyer's direction, prior to Close Of Escrow.
9. TITLE AND VESTING:
a) Within 5 (five) days of Acceptance by Seller, Buyer shall be provided a
current preliminary (title) report (which is only an offer by the title
insurer to issue a policy of title insurance, and may not contain every
item affecting title). Buyer shall have 15 (fifteen) days after receipt
to approve same.
b) At Close Of Escrow, Buyer shall receive a grant deed conveying title,
including oil, mineral and water rights, if currently owned by Seller,
Title shall be subject to all matters which are of record or disclosed
to Buyer prior to Close Of Escrow, and not disapproved by Buyer.
However, title shall not be subject to any liens against the Property,
except for those specified in this Agreement. Title shall vest as
designated in Buyer's escrow instructions.
c) Buyer shall receive an ALTA Policy of Title Insurance. If Buyer desires
title coverage other than that required by this paragraph, Buyer shall
instruct Escrow Holder in writing and pay any increase in costs.
10. REMOVAL OF CONTINGENCIES/CANCELLATION RIGHTS:
a) If Buyer does not give Seller written notice of it's approval of the
contingencies to this agreement within the time period specified, then
Seller shall have the right to cancel this Agreement by giving written
notice to Buyer.
b) EFFECT OF CANCELLATION ON DEPOSITS: If Buyer or Seller gives written
NOTICE OF CANCELLATION pursuant to this Agreement, Buyer and- Seller
agree to sign mutual instructions to cancel the sale and escrow and
release the deposit, less fees and costs, to the party entitled to the
deposited funds. Buyer has the right to terminate this Agreement at any
time up to and including February 28, 2001. If the Buyer elects to
terminate the Agreement on or prior to February 28, 2001, then the
deposit, together with any interest thereon, shall be returned to
Buyer.
c) Upon receiving written satisfaction from Buyer of the Inspection
Period, Escrow Agent will release the $260,000 deposit to Seller as a
non-refundable deposit applicable to the Purchase Price.
11.LIQUIDATED DAMAGES: If Buyer fails to complete this purchase because of
Buyer's default, Seller shall retain, as liquidated damages, the deposit
actually paid.
12.PRORATIONS AND PROPERTY TAXES AND OTHER ITEMS: Unless otherwise agreed in
writing. the following items shall be PAID CURRENT and prorated between Buyer
and Seller as of Close Of Escrow; real property taxes and assessments.
interest, rents, municipal utilities, HOA regular, special and emergency dues
and assessments imposed prior to Close Of Escrow, premiums on insurance
assumed by Buyer, payments on bonds and assessments assumed by Buyer, and
payments on Xxxxx-Xxxx and other Special Assessment District bonds and
assessments. including the Road Assessment obligation, which are now a lien.
The following items shall be assumed by Buyer WITHOUT CREDIT toward the
purchase price: prorated payments on Xxxxx-Xxxx and other Special Assessment
District bonds. including tile Road Assessment obligation, and assessments
and HOA special assessments that are now a lien but not yet due, Property
will be reassessed upon change of ownership. Any supplemental tax bills shall
be paid as follows: (1) For period after Close Of Escrow, by Buyer, and, (ii)
For periods prior to Close Of Escrow, by Seller, TAX BILLS ISSUED AFTER CLOSE
OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER Prorations shall
be made based on a 30-day month. It is acknowledged between the Parties that
there is a County Assessment District Lien recorded against the property that
will be of record at close of escrow; however. in accordance with this
paragraph, said assessments shall be paid current and pro rated between Buyer
and Seller as of close of escrow .
13.WITHHOLDING TAXES: Seller and Buyer agree to execute and deliver any
instrument. affidavit, statement, or instruction reasonably necessary to
comply with federal (FIRFTA) and California withholding Law, if required
(such as C.A.R. Form AS-II and AB-II)
00.XXXXXXXX'S FEES: In any action. proceeding between Buyer and Seller arising
out of this Agreement. the prevailing party shall be entitled to reasonable
attorney's fees and costs from the non-prevailing Party.
15.TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES: Time is of the essence. All
understandings between the parties arc incorporated in this Agreement. Its
terms are intended b(Y)the parties as a final. complete expression of their
Agreement with respect to its subject matter, and may not be contradicted by
evidence of any prior agreement or contemporaneous oral agreement. If any
provision 0 f this Agreement is held to be ineffective or invalid, the
remaining provisions will nevertheless be given full force and effect.
Neither this Agreement nor any provisions to it may be extended, amended,
modified, or changed, except in writing signed by Buyer and Seller.
16. DEFINITIONS: As used in this Agreement:
a) "Acceptance" means the time the offer or final counter offer is
accepted in writing by thc other party and communicated in accordance
with this Agreement or the terms of the final counter offer.
b) "Agreement" means the terms and conditions of this Purchase Agreement
and any counter offer and addenda.
c) "Days" means calendar days, unless otherwise required by Law.
d) "Days After" means the specified number of calendar days after the
occurrence of the event specified. not counting the calendar date on
which the specified event occurs and ending at 11 :59 PM on the final
day.
e) "Close of Escrow" means the date the grant deed, or other evidence of
transfer of title, is recorded. If scheduled Close Of Escrow falls on a
Saturday, Sunday or legal holiday, then the Close Of Escrow date shall
be the next business day after the scheduled close of escrow date.
f) "Law" means any law, code, statue, ordinance) regulation, rule or
order, which is adopted by a controlling city, county, state or federal
legislative judicial or executive body of agency.
g} "Sign" means either a hand written or electronic signature complying
with California Law.
h) Singular and Plural terms each include the other. when appropriate.
i) C.A.R. Form means the specific term referenced, or another comparable
form agreed to by the parties.
17. JOINT ESCROW INSTRUCTIONS TO ESCROW HOLDER:
a) The following paragraphs, or applicable portions thereof, of this
Agreement constitute the joint escrow instructions of Buyer and Seller
to Escrow Holder. Which Escrow Holder is to use, along with any
relating counter offers arid addenda and any additional mutual
instructions, to close the transaction. The terms and conditions of the
Agreement not set forth in the specified paragraphs are additional
matters for the Information of Escrow Holder, but about which Escrow
Holder need not be concerned. Buyer and Seller will receive Escrow
Holder's general provisions directly from Escrow Holder and will
execute such provisions upon Escrow Holder's request. To the extent the
general provisions are inconsistent or conflict with this Agreement.
the general provisions will control as to the duties and obligations of
Escrow Holder only. Buyer and Seller will execute additional
instructions, documents and forms reasonably necessary to compete this
transaction if provided by Escrow Holder.
b) A copy of this Agreement shall be delivered to Escrow Holder within 5
business Days After Acceptance. Escrow will be deemed open when Escrow
Holder bas signed an acknowledgment of receipt of a Copy; of this
accepted Agreement. Buyer and Seller authorize Escrow Holder to accept
and rely on Copies and Signatures as defined in this Agreement, as
originals, to open escrow and for other purposes of escrow. The
validity of this Agreement as is between Buyer and Seller is not
affected by whether or when Escrow Holder Signs the Agreement.
18.AGENT: Buyer and Seller acknowledge that Xx Xxxxxxxxx has represented the
Seller in this transaction and any commission due to him shall be paid by the
Seller.
19. OFFER: This is an offer to purchase the Property
20. BUYER: XxXxxxx Consolidated, Inc.
BY: /S/ Xxx Wait EVP Date: January 1, 2001
21.ACCEPTANCE OF OFFER: Seller warrants that Seller is the owner of this
Property or has the authority to execute this Agreement. Seller accepts the
above offer, agrees to sell the Property on the above terms and conditions,
and Seller has read and acknowledges receipt of a Copy of this Agreement, and
authorizes delivery of a Signed Copy to Buyer.
22. SELLER: Old Vail Partners
SELLER: /S/ Xxxxxx X. Xxxxx, President Date: January 12, 2001
PURCHASE AGREEMENT
First Amendment
Date: February 28, 2001
BUYER: XxXxxxx Consolidated, Inc. ("Buyer")
SELLER: Old Vail Partners, a California General Partnership
ASSESSOR PARCEL: #000-000-000
RECITALS
A. Buyer and Seller have entered into a Purchase Agreement ("the Agreement")
dated January 11, 2001. Paragraph three (3) of the Agreement states that the
Purchase Price is $6,550,000. Paragraph five (5) of the Agreement states that
the Purchase Price shall be paid to Seller in cash at the close of escrow.
B. Seller is required to transfer the Property to the Buyer at the time of
closing free of all ad valorem real estate taxes and special assessments due
and accrued but unpaid plus interest, penalties redemption interest, and
redemption penalties and charges (collectively referred herein as Delinquent
Taxes).
C. Buyer may be able to negotiate with taxing authorities, a reduction on the
amount necessary to pay off the Delinquent Taxes, which would exist at the
time of the Closing, in full (referred herein as the "Tax Discount". It is
possible the payment of the Delinquent Taxes must be deemed paid by the Buyer
(and not the Seller) in order for the Buyer to obtain the Tax Discount.
NOW THEREFORE - THE PARTIES AGREE THAT THE Agreement is amended as follows:
1. In the event that one or more taxing authorities are willing to give a tax
discount with respect to the Delinquent Taxes, the full benefit of any such
discount shall accrue entirely to the benefit of the Buyer as provided below
herein.
2. Subject to paragraph 3 below, the escrow shall pay out of funds deposited
into Escrow by Buyer, to the appropriate taxing authorities, upon close of
escrow, the amount necessary to pay the delinquent taxes, in full, net of the
Tax Discount (such payment shall be deemed paid by the Buyer). The Purchase
Price will be deemed to be reduced by the amount of the Tax Discount.
However, Buyer shall receive a credit against the Purchase Price in the
amount of the gross delinquent taxes, before the Tax Discount. For example,
if the delinquent Taxes at the time of the closing is $3,000,000 and the Tax
Discount is $1,000,000, then the net amount due Seller at closing would be
S3,550,000 ($6,550,000 - $3,000,000).
3. Buyer may at its option, at the time of closing, elect to have only a portion
of the Delinquent Taxes paid off at closing and thus take the property
subject to the remaining Delinquent taxes not paid off For example, assume
!be Delinquent taxes at time of closing is $3,000)000 and the Tax Discount is
$1)000,000 (resulting in Net Delinquent Taxes of $2,000,000). Furthermore
assume that the Buyer elects to have only $1,500,000 of the Net Delinquent
Taxes paid off at the time of closing. In such case the net amount due Seller
at closing would continue to be $3,550,000 ($6,550,000 - $3,000,000). The
Escrow would pay out funds deposited by Buyer into escrow, $1,500,000 to the
appropriate taxing authorities. After closing, the Seller would have no
liability for that portion of the Delinquent Taxes which the Buyer elected
not to payoff at the time of closing.
4. In the event that the gross amount of Delinquent Taxes exceeds $6,500,000,
the seller shall pay such excess amount to Buyer through escrow at the time
of closing. Buyer and Seller mutually agree to amend the escrow instructions
to United Title Company to effect this First Amendment. All other terms and
conditions of the Agreement shall remain in effect.
ACCEPTANCE OF FIRST :
SELLER: BY: /S/ Xxxxxx X. Xxxxx, President DATE: Xxxxx 0, 0000
XXXXX: /S/ Xxx X. Xxxxx, XxXxxxx Consolidated, Inc. DATE: Xxxxx 0, 0000
XXXXXXXX AGREEMENT
Second Amendment
Date: February 28, 2001
BUYER: XxXxxxx Consolidated, Inc. ("Buyer")
SELLER: Old Vail Partners, a California General Partnership
ASSESSOR PARCEL: #000-000-000
1. REClTAL- Buyer and Seller have entered into a Purchase Agreement ('~e
Agreement") dated January 11, 2001. Paragraph seven (7) of the Agreement
states that Buyer's Acceptance of the condition of the Property is a
contingency of the Agreement. Buyer has until February 28,2001 to accept the
condition of the Property.
Paragraph nine (9) of the Agreement gives Buyer 15 days after receipt of the
current Preliminary Title Report to approve same. By letter dated February 8,
2001, Buyer rejected the condition of the Title Report. Since that date,
Buyer, Seller and United Title Company have worked to resolve the outstanding
Title issues.
As of February 28,2001, several outstanding Title issues remain unresolved.
However, Buyer hereby accepts the condition of the Preliminary Title report,
except for items 11, 12, 15, and 16 of the Preliminary Title Report dated
February 9,2001.
2. NOW THEREFORE - In an effort to resolve the outstanding Title issues, Buyer
and Seller mutually agree to extend the February 28th date by an additional 9
days. The new date by which the Buyer must approve the Preliminary Title
Report and the condition of the Property is extended to March 9,2001. All
other terms and conditions of the Agreement shall remain in effect.
ACCEPTANCE OF SECOND AMENDMENT:
SELLER: By /S/ Xxxxxx X. Xxxxx, President DATE: March 5, 2001
Old Vail Partners
BUYER : Xxx X. Xxxxx DATE: March 5, 2001
XxXxxxx Consolidated, Inc.
PURCHASE AGREEMENT
THIRD AMENDMENT:
Dated: Xxxxx 0, 0000
XXXXX: XxXxxxx Consolidated, Inc.
Seller: Old Vail Partners, a California general partnership
Assessors Parcel # - 000-000-000
-------------------
RECITALS
A) Buyer and Seller are parties to a Purchase Agreement dated January 11, 2001
as amended by a First Amendment dated February 28, 2001 and a Second
Amendment dated February 28, 2001 (collectively, the "Purchase Agreement").
B) The Buyer and Seller wish to further amend the Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Buyer approves the conditions of the Property and title exceptions in
Schedule B of the title report of United Title Company dated February 9, 2001
(order. No. 40100322- 40) other than: unpaid taxes assessments, penalties and
interest which must be paid by Seller at or prior to Closing; title
exceptions 17, 18 and 19 which pertain to delinquent taxes (which Seller must
remove); and title exception number 14.
2. Buyer has until March 16. 2001 to approve or disapprove title exception
number 14 in the title report referred to in paragraph 1 above.. If Buyer
disapproves title exception number 14 or any matter referred to therein on or
prior to March 16, 2001. The $260,000 deposit, together with interest thereon
shall be fully refundable to Buyer. The escrow shall not release the $250,000
deposit to Seller as provided in paragraph 10 of the Purchase Agreement,
unless Buyer approves title exception 14, as aforementioned.
3. Paragraph 11 of the Purchase Agreement captioned "liquidated damages", is
deleted in its entirety and replaced with the following:
"IT IS AGREED BY AND BETWEEN SELLER AND BUYER THAT IT WOULD BE
EXTREMELY DIFFICULT AND IMPRACTICAL. IF NOT IMPOSSIBLE TO ASCERTAIN,
WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF DAMAGES WHICH WOULD BE
SUFFERED 8Y SELLER IN THE EVENT Of PURCHASER'S DEFAULT AND FAILURE TO
CLOSE ESCROW UNDER THE TERMS OF THIS AGREEMENT. ACCORDINGLY BUYER AND
SELLER AGREE THAT IN THE EVENT THAT, AFTER ALL CONDITIONS ARE SATISFIED
OR WAIVED, BUYER SHOULD DEFAULT AND FAIL TO CLOSE ESCROW UNDER THE
TERMS OF THIS AGREEMENT, BUYER SHALL BE LIABLE TO SELLER FOR LIQUIDATED
DAMAGES IN THE AMOUNT OF TWO HUNDRED SIXTY THOUSAND DOLLARS (260,000)
RELEASED TO THE SELLER. BUYER AND SELLER AGREE THAT SAID AMOUNT IS
REASONABLE UNDER THE CIRCUMSTANCES OF THIS TRANSACTION. SELLER SHALL
HAVE NO OTHER RIGHTS OR REMEDIES AGAINST BUYER."
XxXxxxx Consolidated, Inc. Old Vail Partners, a California general
Partnership
By: /S/ Xxx X. Xxxxx By: /S/ Xxxxxx X. Xxxxx
Its: EVP Its President
4. If there are any conflicts between this Third Amendment and the remaining
portion the Purchase Agreement, this Third Amendment shall control
5. Subject to the Amendments herein, the Purchase Agreement is in full force and
effect.
Executed this 9th day of March, 2001.
XxXxxxx Consolidated, Inc. Old Vail Partners, a California general
Partnership
By: /S/ Xxx X. Xxxxx By: /S/ Xxxxxx X. Xxxxx
Its: EVP Its President
PURCHASE AGREEMENT
FOURTH AMENDMENT
Dated: March 15. 2001
BUYER: XxXxxxx Consolidated, Inc.
SELLER: Old Vail Partners, a California General Partnership
Assessors Parcel # 000-000-000
RECITALS
A) Buyer and Seller are parties to a Purchase Agreement dated January 11, 2001
as amended by a First Amendment dated February 28, 2001 and a Second
Amendment dated February 28,2001 and a Third Amendment dated March 9, 2001
(collectively, the "Purchase Agreement").
B) Buyer has discovered that there is an easement which encumbers the Property
which is not reflected in the title report of United Title Company dated
February 9, 2001 (order no. 40100322-40) (the "New Easement").
C) The Buyer and Seller wish to further amend the Purchase Agreement.
NOW; THEREFORE, the parties agree as follows;
1, Buyer's obligation to purchase the property is conditioned upon the New
Easement being eliminated as a title exception or Buyer waiving such
condition on or before March 22, 2001. If this condition is not satisfied or
waived by the Buyer on or before March 22, 2001, the $260,000 deposit
together with Interest thereon shall be fully refundable to Buyer. The escrow
shall[l-O1 release the $260,000 deposit to Seller as provided in paragraph 10
of the Purchase Agreement unless the aforementioned condition is satisfied or
waived.
2. Buyer approves title exception number 14 in the title report of United Title
Company dated February 9, 2001.
3. Buyer's obligation to close escrow Is conditioned upon there being no title
exceptions encumbering the Property, at the time of Closing, other than those
specific exceptions set forth in the preliminary title report of United Title
Company dated February 9, 2001, which have been specifically approved by the
Buyer pursuant to this Purchase Agreement If this condition Is not satisfied
or ,:,,~d by Buyer, then the $260,000 deposit shall be returned to Buyer.
4. If there are any conflicts between this Fourth Amendment and the remaining
portion of the Purchase Agreement, this Fourth Amendment shall control.
5. Subject to the Amendments herein, the Purchase Agreement is In full force and
effect.
Executed as of the date first written above.
XxXxxxx Consolidated, Inc. Old Vail Partners, a California general
Partnership
By: /S/ Xxx X. Xxxxx By: /S/ Xxxxxx X. Xxxxx
Its: EVP Its President
FIFTH AMENDMENT TO PURCHASE AGREEMENT AND ASSIGNMENT OF PURCHASE AGREEMENT
Agreement made this 4th day of May, 2001 by and between Old Vail Partners, a
California general partnership (referred to herein as "Old Vail"), The Price
Group, LLC, a California limited liability company (referred to herein as "TPG")
and XxXxxxx Consolidated, Inc., a California corporation (referred to herein as
"XxXxxxx").
RECITALS
A) Old Vail, as Seller and XxXxxxx, as Buyer are parties to a Purchase Agreement
dated January 11, 2001, as amended by a First Amendment dated February 28,
2001, a Second Amendment dated February 28, 2001, a Third Amendment dated
March 9, 2001, and a Fourth Amendment dated March 15, 2001, (collectively
referred to as the "Purchase Agreement"), a copy of which is attached hereto.
B) The parties hereto wish to provide for the assignment of XxXxxxx'x interest
in the Purchase Agreement to TPG and the Amendment of the Purchase Agreement
as provided herein (hereinafter "5th Amendment").
NOW, THEREFORE, in consideration for the mutual covenants herein, the parties
agree as follows:
1. Assignment.
------------
A) XxXxxxx assigns to TPG all of its rights, title and interest in the
Purchase Agreement and the Two Hundred Sixty Thousand Dollars
($260,000) deposit paid into escrow, and subsequently to be released to
Old Vail.
B) TPG accepts the assignment referred to in paragraph A) above and
assumes all obligations of the Buyer under the Purchase Agreement,
subject to the Amendments contained in this Agreement.
2. Amendments to Purchase Agreement.
----------------------------------
The Purchase Agreement is amended as set forth below. References to the term
"Seller" in this section 2 shall mean Old Vail and references to the term
"Buyer" shall mean TPG:
A) The Purchase Price is Six Million Three Hundred Seventy-Five Thousand
Dollars ($6,375,000) in lieu of Six Million Five Hundred Fifty Thousand
Dollars ($6,550,000).
B) The closing of escrow shall occur on May 31, 2001 or sooner upon
election of Buyer by giving at least five (5) days written notice to
Seller.
C) Buyer shall deposit Seven Hundred Forty Thousand Dollars ($740,000)
into escrow (referred to as the "Additional Deposit") which is in
addition to the initial deposit of Two Hundred Sixty Thousand Dollars
$260,000 (the "Initial Deposit") with United Title Company, within two
(2) business days after this Agreement has been executed and delivered
by all parties hereto.
D) Buyer and Seller shall execute and deliver a Memorandum of Contract, in
the form attached hereto as Exhibit A. concurrently with the execution
and delivery of this Agreement. The Buyer shall deposit the Memorandum
of Contract. into escrow with instructions to the escrow agent which
instructions shall be limited to an instruction to immediately record
the Memorandum of Contract in the San Diego County Recorder's Office at
the cost and expense of Buyer. The escrow agent shall immediately
release the Additional Deposit to the Seller upon the recordation as
aforementioned.
E) The Initial Deposit of Two Hundred Sixty Thousand Dollars ($260,000)
and the Additional Deposit of Seven Hundred Forty Thousand Dollars
($740,000) shall be credited against the Purchase Price at close of
escrow. If this escrow does not close on the date set forth in
paragraph B above due to the default of any of the terms and conditions
of this Purchase Agreement. including this 5th Amendment by Buyer,
Seller shall have the right, outside of the time frames set forth in
Section G below, to the following remedies: (i) Seller may retain the
Initial Deposit and the Additional Deposit as its sole remedy and, in
such case, the rights and obligations of the parties shall cease upon
notice from Seller of such election or (ii) Seller may, as Seller's
sole and exclusive remedy, seek to obtain and enforce an order for
specific performance or injunctive relief from a court of competent
jurisdiction and, in such case, Buyer hereby agrees to indemnify,
defend and hold Seller harmless from and against all losses, costs,
damages or expenses, including attorneys' fees and costs. arising out
of any specific performance or injunctive relief action.
F) Paragraph 3 of the Third Amendment of the Purchase Agreement which
pertains to liquidated damages, in the event of Buyer's default, is
deleted in its entirety.
G) In the event of a default by either Seller or Buyer the other party
shall not be entitled to exercise any remedy for such default unless a
written notice of default is sent to the defaulting party and the
defaulting party fails to cure such default within five (5) business
days after receipt of such written notice.
H) Buyer to be responsible for ad velorem or other real estate taxes
associated with the ownership of Real Property after April 20, 2001 and
escrow shall be instructed to pro rate such taxes as of such date at
closing.
I) The mailing address for all notices which either Seller or Buyer wishes
to give the other party is as follows:
Seller: Old Vail Partners, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx
Xxxxx, XX 00000 Attn Xxxxx Xxxxx
Buyer: The Price Group, LLC 0000 Xxxxxxx Xxxxxx , Xxxxx 000, Xx
Xxxxx, XX 00000
J) In the event of any conflict between the provisions of this Section 2
and tile remainder of the Purchase Agreement, the provisions of this
section 2 shall control.
K) Subject to the Assignment and the Amendments contained in this
instrument, the Purchase Agreement remains in full force and effect.
Executed as of the date first written above in San Diego County, California.
XxXxxxx Consolidated, Inc. Old Vail Partners, a California general
Partnership
By: /S/ Xxxxx XxXxxxx By: /S/ Xxxxxx X. Xxxxx
Its: President Its President
