COMMERCIAL REAL ESTATE
SALES AGREEMENT
THIS AGREEMENT ("Agreement") is made this 7th day of October, 1996, by
and between Envirometrics, Inc., a Delaware Corporation ("Seller"), and Xx.
Xxxxx X. Xxxxxx, M.D., ("Buyer")
RECITALS
A. Seller currently owns that certain parcel or parcels of real
property known as1019 Bankton Drive (Lot 10), Berkeley Business Center,
Hanahan, Berkeley County, South Carolina and more particularly identified
as T.M.S. #000-00-00-000 (hereafter the 'Property').
B. Buyer desires to acquire the Property from Seller and Seller is
willing to sell tile Property to the Buyer upon, subject to and in
accordance with the terms and provisions set forth in this Agreement.
WITNESSETH:
NOW, THEREFORE, in consideration of the sum of One Thousand Dollars
($1,000.00), the receipt and sufficiency of which are hereby acknowledged,
and the mutual covenants of Seller and Buyer contained in this Agreement,
Seller and Buyer agree as follows:
1. Property- Seller agrees to sell and convey to Buyer, and Buyer
agrees to purchase from Seller, the Property in fee simple.
2. Purchase Price. The purchase price for the Property (the 'Purchase
Price') shall be Five Hundred Twenty Five Thousand and no/100s Dollars
($525,000.00). The Purchase Price shall be paid by Buyer to the Seller in
the following manner:
(A) Deposit. Immediately upon execution of this Agreement by all
parties, the Buyer shall tender to XxXxxxx Xxxx, P.C.. as Escrow Agent, the
sum of One Thousand Dollars ($1,000.00) to be held as a Deposit for Buyer's
performance under this Agreement, which sum shall be applied to the
purchase price at settlement or refunded to the Buyer in the event that the
Agreement is timely terminated because of a defect in title, or because of
the termination of this Agreement pursuant to the terms thereof.
(B) Balance of Purchase Price. Buyer shall pay to Seller at Closing the amount
of the Purchase Price remaining due as of Closing after payment by Buyer of the
Deposit, as follows: $390.000.00 (a) Third Party First Trust: This sale is
subject to Buyer obtaining a conventional loan secured by a first deed of trust
lien on the Property in the principal amount of $390,000.00 bearing interest at
a fixed rate not exceeding 10.0% per year, amortized over a term of not less
than 20 years, and requiring not more than a total of 1.5 loan discount points,
excluding a loan origination fee,
$1,000.00 Deposit. See Paragraph A above.
$134,000.00 Balance of the Purchase Price: To be paid by Purchaser at Settlement
$525,000.00 Total Purchase Price This Contract is contingent upon Buyer
obtaining a written commitment or commitments, as the case may be, for the third
party financing required above. Buyer agrees to make written application for
such financing within 5 business days of the date of acceptance of the Agreement
and to diligently pursue obtaining a commitment therefore.
(b) In the event that Buyer does not obtain such a written commitment and
so notifies Seller or Selling Broker or the Listing Broker in writing before
5:00 P.M. local time on November 15, 1996, then this contract shall terminate
upon the giving of such notice and the Deposit shall be refunded to Buyer.
3. Closing. The conveyance of the Property and the payment of the balance
of the Purchase Price ("Closing") shall take place at the office of the Buyer's
title company or settlement attorney, during normal business hours, within
thirty (30) days following the expiration of the Feasibility Period as hereafter
defined, unless the parties mutually agree in writing to extend the date for
Closing to a subsequent date certain. At Closing, Seller shall also deliver to
Buyer a General Warranty Deed; standard No-Lien Affidavit; FIRPTA certification;
any other documents reasonably necessary to convey marketable title to the
Property to Buyer.
4. Closing Adjustments. Real estate taxes, including special assessments,
shall be prorated between Buyer and Seller as of the date of settlement,
according to the number of days in the year each party owns the Property. Seller
shall pay any statutory grantor's or transfer tax on the deed. All other Clerk's
fees and transfer taxes and recordation taxes shall be paid for by the Buyer.
Buyer shall pay for all costs of its survey, title insurance, attorney's fees
and other incidental costs of Settlement.
5. Possession. Possession of the Property shall be given to Buyer at
Closing, subject only to those tenancies accepted and approved by Buyer in
writing prior to settlement, which approval shall be a material condition of
Buyer's performance hereunder. Seller shall provide to Buyer within fifteen (15)
days of the execution by both parties of this Agreement complete copies of any
and all existing lease agreements together with a Estoppel Certificate from each
tenant satisfactory to Buyer in substantially the form set forth on Exhibit "A"
to this agreement.
6. Conveyancing. At Closing and upon payment of the Purchase Price as
provided for in this Agreement, Seller shall convey the Property to Buyer in fee
simple by a general warranty deed. Seller shall convey marketable fee simple
title to Buyer, subject only to: (A) the lien for real estate taxes not yet due
and payable; (B) existing easements for public utilities recorded among the Land
Records; ( C ) such tenancies as Buyer shall gave given prior written consent to
following disclosure by Seller; and, (D) restrictions, covenants and other
matters affecting title (other than mortgages, mechanics' liens and other
matters that may be discharged by the payment of money at Closing, which Seller
covenants to do), recorded among the Land records as of the date of this
Agreement.
7. Marketability of Title: Seller covenants that the title to the Property
is marketable and free from valid objections. The Seller shall deliver to the
Buyer, upon settlement, a duly executed and acknowledged Deed of Bargain and
Sale, with General Warranty of Title, subject only to those easements,
conditions and restrictions which do not constitute objections to the title to
the Property. In the event an examination of title shall reveal any objection or
circumstances adversely affecting the marketability of title to the Property,
the Buyer shall promptly notify the Seller in writing prior to the expiration of
the Feasibility Period of such defects: and, Seller shall remove at Seller's
expense any such defect or circumstances adversely affecting the marketability
of title on or before the settlement date. If Seller is unable or refuses to
remove the Buyer's objections to marketability of title, then this Agreement
shall terminate, the Deposit shall be released to Buyer and both Buyer and
Seller shall thereafter be relieved from further liability under this Agreement.
In the event Seller is unable or refuses to remove the Buyer's objections to
title, then in that event the Buyer shall have the option to accept title with
said objections with an acceptable offset or adjustment in the sales price and
may proceed to Closing in accordance with the terms of this Agreement.
8.
Feasibility Period: Within thirty (30) days following execution of this
Agreement by @ parties (the "Feasibility Period"), Buyer, at its sole expense,
shall complete necessary inspections or inquiries of any kind relating to the
Buyer's intended use of the Property. These inspections shall include, without
limitation, completion and review of an acceptable Phase I Environmental Report.
In the event that the Buyer determines for any reason that the Property is not
acceptable for Buyer's purposes, Buyer shall give written notice thereof to
Seller within the Feasibility Period; and, upon receipt of such timely notice
from Buyer, the Deposit shall be immediately released to Buyer, this Agreement
shall terminate and both Buyer and Seller shall thereafter be relieved from
further liability under this Agreement. Buyer hereby agrees to indemnify and
hold Seller harmless from any and all claims for loss, damage or injury
resulting to Buyer, its agents, employees, invitees, licensees, third parties,
etc. or to the Property, relating to or resulting from inspections by or on
behalf of Buyer at the Property. Seller agrees to cooperate with Purchaser to
facilitate the Purchaser's various inspections of the Property and, to the
extent available, Seller shall provide Purchaser with a copy of any existing
prior surveys, title policies, environmental audits or studies, zoning
information or other related information in the Seller's possession with regard
to the Property. Buyer's performance hereunder shall be further conditioned upon
acceptance by Seller of buyer's offers to purchase those parcels owned by Seller
and identified as : 0000 Xxxxxxx Xxxxx (Xxx 00), Xxxxxxx, Xxxxxxxx xxxxxx, X.X.
(T.M.S. #000-00-00-000) and Xxxx X-0, 0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx,
X.X. (T.M.S. #000-00-00-000).
9. Seller's Representations. Seller represents and warrants to Buyer as of
the date hereof and as of Closing that:
(A) Seller owns marketable fee simple title to the Property;
(B) Seller has the authority to execute this Agreement and to transfer
marketable fee simple title W the Property to Buyer;
( C) To the best of Seller's knowledge and belief, there are no existing
violations of any laws or regulations of applicable governmental authorities
affecting the Property, no governmental actions pending nor, to the best of
Seller's knowledge, being threatened against Seller or the Property, except that
certain taking proposed by the Virginia Department of Transportation, which has
been disclosed previously by Seller to Buyer;
(D) There are no suits or other legal proceedings pending, nor to the best
of Seller's knowledge and belief threatened or reasonably anticipated against
Seller with respect to the Property or affecting the Property before any Court
or government2l authority;
(E) Seller hereby covenants that the Property in its present condition
complies with all requirements of all state, local and federal governmental
agencies with regards to the presence and use of compacted soils and/or fill
upon the Property. Seller represents and warrants that no hazardous or toxic
materials, as those terms are defined in any applicable federal, state or local
laws or regulations ("Hazardous Materials'), have been used, discharged, stored
on or about the Property. Seller further warrants that he has no actual
knowledge of the presence of any hazardous environmental materials located upon
or under the Property; and, there are no storage tanks located on or below the
Property.
10. Notices. All notices and requests or permitted hereunder shall be sent
by United States certified mail, return receipt requested, or by hand delivery
and, to be effective, shall be actually received by the party entitled to such
notice. To Seller: Envirometrics, Inc.
To Sellers Agent: Palmetto Properties, Inc.
To Buyer: Xx. Xxxxx X. Xxxxxx, M.D.
and to: E- Xxxxx Xxxxxxxx, Esquire
XxXxxxx Xxxx, P.C.
000 Xxxx Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
To Buyer's Agent: Xxxx Xxxxx
Such addresses may be changed at any time and from time to time by like
written notice given by either party to the other.
11. Brokers Buyer and Seller represent and warrant that they have dealt
with no Realtor or broker in connection with this Agreement other than Xxxxx
Development Corporation and Palmetto Properties, Inc. which shall share equally
in a commission to be paid by Seller in the amount of eight percent (8 %) of the
purchase price.
12. Cost of Litigation. In the event of litigation between Buyer and Seller
arising out of this Agreement, the party which substantially prevails in such
litigation shall be entitled to recover from the other party the reasonable cost
of such litigation, including court costs and reasonable attorney's fees through
the appellate levels.
13. Entire Agreement and Modification. This Agreement embodies and
constitutes the final and entire Agreement between Buyer and Seller and neither
party shall be bound by any terms, covenants, conditions, representations or
warranties not expressly contained herein. This Agreement may not be altered,
changed or amended except by an instrument in writing, executed by both parties
hereto.
14. Applicable Law. This Agreement shall be governed, construed and
enforced according to the laws of the State of South Carolina.
15. Headings. Descriptive headings are for convenience only and shall not
control or affect the meaning or construction of any provision of this
Agreement.
16. Counterparts. This Agreement may not be executed in any number of
counterparts and each such counterpart shall be deemed to be an original, but
all such counterparts together shall constitute one Agreement.
17. Interpretation. Whenever the context shall require, the singular shall
include the plural, the plural the singular, and the use of any gender shall be
applicable to all genders.
18. Severability. If any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not
affect any other provision hereof, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision had never been contained
herein.
19. Binding, Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors. Each party
agrees to furnish the other, upon demand, a corporate resolution or other
appropriate and customary documentation evidencing the due authorization of such
party to enter into this Agreement and consummate the transaction contemplated
hereunder-
20. Section 1031 Exchange,. The parties acknowledge and agree that the
Buyers' purchase of the above-described real Property from Seller is intended to
be an interdependent part of an overall plan to effect a like-kind exchange for
a Replacement Property as designated by Buyers in accordance with $01301 of the
Internal Revenue Code.
21. Assignment. The parties acknowledge that Buyer may assign his interest
in the Contract, including an assignment to a qualified intermediary
contemplated under Internal Revenue Code $1.103 1 (k)-l (k). Seller hereby
agrees to execute any documents necessary to complete Buyer's intended $1301
exchange.
22. Offer by Buyer. This Agreement constitutes an offer by Buyer to
purchase the Property and unless sooner terminated or withdrawn this offer shall
expire unless three (3) fully executed copies of this Agreement are received by
Buyer by 5:00 P.M. Eastern Time on October 4 8, 1996.
IN WITNESS WHEREOF and with the intent to be legally bound, the parties
hereto have executed this Agreement the day and year first written, under seal,
with the intent that it be a sealed instrument.
WITNESS: BUYER: Xx. Xxxxx X. Xxxxxx, M.D.
WITNESS: SELLER' Envirometrics, Inc.
By: _______________________(Seal)
"EXHIBIT A"
ESTOPPEL CERTIFICATE
Xx. Xxxxx X. Xxxxxx, M.D.
C/o X. Xxxxx Xxxxxxxx, Esq.
XxXxxxx Xxxx, P.C.
000 X. Xxxx Xxxxxx, Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
RE: Lease dated 19 , a copy of which is attached hereto as Exhibit A (the
"Lease")
Landlord: Envirometrics, Inc.
Tenant:
Location:
Gentlemen:
I understand that you have committed to purchase the property briefly
described as: - . South Carolina and as a condition to the closing of such
purchase, you have required this certificate by the undersigned-
The undersigned, as Tenant, hereby confirms the following;
1. I/we hereby ratify the Lease and the same represents the entire
agreement between the parties as to this leasing.
2. All conditions under the lease to be performed by the Landlord have been
satisfied.
3. The Lease is in full force and effect and has not been modified,
altered, supplemented or amended in any way, except as indicated on those
written instruments which are provided with this certification
4. On this date there are no existing claims, defenses, off-sets or credits
which the undersigned has against the enforcement of the Lease by the Landlord
nor have rentals been prepaid.
5. I/we have no notice of a prior assignment, hypothecation or pledge of
rents on the Lease.
6. I/we are in full and complete possession of the premises and are fully
occupying the same and conducting my/our business therefrom.
7. There is no work which needs to be done to the Leased Premises, except
those items listed on Exhibit "B" attached hereto and incorporated herein which
are currently in the process of being completed by the Landlord.
8. Rent under the Lease commenced to accrue on 19_ and has been paid
through _______, 1996, and no rent credits or other offsets have been given by
Landlord or taken by Tenant.
9. The current rent due under the Lease is ($ ) per month. The Tenant has
not advanced any amounts to or on behalf of the Landlord under the Lease for
which Tenant has not been reimbursed.
10. Tenant has no right of first refusal, option or other right to purchase
the Premises or any part thereof
11. There has not been filed by or against, nor, to the best of the
knowledge and belief of Tenant, is there threatened against or contemplated by,
Tenant, any insolvency relief proceeding, appointment of a Receiver or other
Custodian for Tenant's benefit or on behalf of Tenant's creditors, any petition
in bankruptcy, voluntary or otherwise, any assignment for the benefit of
creditors, any petition seeking reorganization or arrangement under the
bankruptcy laws of the United States or of any state thereof, or any other
action brought under such bankruptcy laws or judicial action in any state or
federal court brought against the Tenant-
12. Tenant has received no notice of any sale, transfer, pledge or
assignment of the Lease or of the rentals thereunder by Landlord, except the
proposed assignment to Xx. Xxxxx X. Xxxxxx and/or assigns (hereafter
"Purchaser,) in connection with his proposed purchase of the Leased Premises
from the Landlord.
Tenant understands that the Lease shall be assigned to Purchaser, or his
assigns, in connection with the purchase of the Leased Premises by him from
Landlord and that rent under the Lease may not be prepaid nor the Lease amended,
modified or superseded without the prior written approval of Purchaser or hi-s
assigns. The undersigned acknowledges that Purchaser proposes to obtain a loan
from _____________________ (hereafter the "Lender"), secured in part by a
mortgage and/or deed or trust on the real property of which the Leased Premises
are a part and by a collateral assignment of the Lease, and that the Lender will
materially rely on the statements made herein in making such loan. The
undersigned acknowledges and agrees that the statements made herein are true and
complete to the best of its knowledge and may be relied upon by the Lender, and
its successors and assigns to the loam
Executed this _ day of 1996.
Tenant: (SEAL)