EXHIBIT 10.1
CONTRACT FOR THE PURCHASE AND SALE
OF REAL ESTATE
ASPEN, COLORADO
March 20, 2003
1. AGREEMENT. SARDY HOUSE, LLC, a Colorado limited liability company,
("Buyer") hereby agrees to purchase the following described property
("Property") and the undersigned owner, NORTH AND SOUTH ASPEN, LLC, a Colorado
limited liability company, ("Seller") hereby agrees to sell the Property on the
terms and conditions stated herein:
ALL OF LOTS P, Q, R AND S AND LOTS F, G, H, AND I LESS THE NORTHERLY 75
FEET THEREOF AND THAT PART OF THE VACATED ALLEY BOUNDED BY THE
EXTENSION OF THE EASTERLY LOT LINES OF LOTS I AND S AND THE WESTERLY
LOT LINES OF LOTS F AND P, ALL IN XXXXX 00, XXXX XXX XXXXXXXX XX XXXXX,
XXXXXX OF PITKIN, STATE OF COLORADO, TOGETHER WITH ALL IMPROVEMENTS
THEREON AND SUBJECT TO ALL EASEMENTS, RIGHTS-OF-WAY RESERVATIONS, AND
OTHER ENCUMBRANCES OF RECORD.
2. CONSIDERATION. As consideration for the conveyance of the Property and
the Inclusions described below, Buyer shall issue to Seller 25 membership
interests in Sardy House, LLC, which interests represent 100% of the membership
interests in and ownership of Sardy House, LLC.
3. INCLUSIONS. In addition to the Property, Seller shall convey to Buyer
all of its right, title and interest in and to the furniture, furnishings,
fixtures, equipment, inventory, supplies, trade names, telephone numbers, bank
accounts, cash on hand, deposits of any nature, accounts receivable and any
other tangible and intangible personal property held, owned or used by Seller in
its operation of the Sardy House and Jack's Restaurant in Aspen, Colorado.
4. CLOSING.
(a) DATE. The date of closing shall be the date for delivery of
deed as provided in Paragraph 7(b), below. The place of
closing shall be at the offices of Land Title Guarantee
Company, in Aspen, Colorado.
(b) SPECIAL WARRANTY DEED. Subject to tender of the membership
interests as above provided and compliance by Buyer with all
other terms and provisions hereof, Seller agrees to convey to
Buyer title to the Property by a good and sufficient special
warranty deed and to convey the Inclusions by xxxx of sale and
assignment at closing. The closing date of this Contract shall
be on or before March 27, 2003.
(c) TAXES AND ASSESSMENTS. General property taxes for the year of
closing, based on Seller's best estimate based on discussions
with the Pitkin County
Assessors' Office, and assessments, if any, shall be
apportioned to date of delivery of deed, and shall be deemed a
final settlement.
(d) POSSESSION. Possession of the Property shall be delivered to
Buyer on date of delivery of deed.
5. CLOSING COSTS. At closing, Buyer pay all customary closing costs.
Buyer shall also pay the documentary fee, the tax certificate, all recording
fees for the deed of conveyance and Buyer financing documents, if any, and any
endorsement to the title policy requested by Buyer.
6. ASSUMPTION OF LIABILITIES. On the closing date, Buyer shall and
hereby agrees to assume all of the liabilities of Seller arising from its
ownership of the Property and its operation of the Sardy House and Jack's
Restaurant whether occurring before or after closing.
7. WESTSTAR BANK LOAN - OBLIGATION OF PARTIES. Buyer and Seller, as
co-borrowers, intend to obtain a loan from WestStar Bank in Aspen, Colorado, in
the principle amount of $4,000,000.00 to be secured by a first priority deed of
trust on the Property. Block 66, LLC, as the Manager of Buyer, is authorized and
directed to complete the loan transaction and to disburse and expend the
proceeds thereof to (i) pay off existing debt secured by the Property, (ii) to
pay all costs association with a renovation of the Sardy House in accordance
with plans to be approved by Buyer and Seller, and (ii) to pay all costs
associated with the registration of the membership interests of Sardy House, LLC
as publicly offered securities and, in conjunction therewith, obtaining a "no
action letter" from the Securities and Exchange Commission for a program to
market such securities as well as costs associated with such marketing effort.
Seller agrees to repay the WestStar Bank loan from the proceeds of the future
sale of its membership interest securities to the repayment of the WestStar Bank
loan and shall reimburse Buyer from such proceeds for any payments made by Buyer
on or in connection with said loan prior to its payoff. This provision shall
survive and shall be enforceable by the parties following closing.
8. TIME OF ESSENCE. Time is of the essence hereof.
9. DEFAULT BY BUYER. If the consideration is not tendered when due, or
if Buyer shall fail to consummate the purchase of the Property for any reason
other than: (a) failure of title; or (b) material default hereunder by Seller,
Seller may elect to treat the Contract as terminated.
10. DEFAULT BY SELLER. In the event Seller shall fail to consummate
the sale for any reason except Buyer's default, this Contract shall be deemed
terminated.
11. ENTIRE AGREEMENT. This Contract and any addenda, amendments or
supplements hereto, if any, constitute the entire contract between the parties.
12. NOTICES. All notices, elections and/or demands required shall be
made in writing and, along with all other documents being furnished or sent,
shall be deemed received three (3) days from the day on which such are deposited
in the United States Mail, Certified or Registered, postage prepaid and
addressed to Seller or to Buyer at the respective addresses given in this
Contract, or to Buyer's attorney, if one is specified below. Said written
notices and demands
Page 2 of 3
may also be made by personal delivery to either party or their attorney. Any and
all notices, elections, demands or other documents sent via Federal Express
shall be deemed received the next day after they are sent to either party or
their attorney.
13. BINDING EFFECT. This Contract shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns, and shall be construed in accordance
with and governed by the laws of the State of Colorado. This Contract contains
the entire agreement between the parties pertaining to the subject matter
hereof, and supersedes all prior agreements, writings, representations, and
negotiations relating thereto. Finally, this Contract may not be amended or
modified except by an instrument in writing signed by all of the parties.
THIS CONTRACT IS EXECUTED BY BUYER THIS 20TH DAY OF MARCH, 2003.
BUYER:
SARDY HOUSE, LLC,
a Colorado limited liability company
By: Block 66, LLC, its Manager
By: /S/ XXXXX X. XXXXXX
------------------------------------------------
Xxxxx Xxxxxx, Manager
BUYER INFORMATION:
000 X. Xxxx
Xxxxx, Xxxxxxxx 00000
SELLER ACCEPTS THIS CONTRACT THIS 20TH DAY OF MARCH, 2003.
SELLER:
NORTH & SOUTH ASPEN, LLC
a Colorado limited liability company
By: /S/ XXXXXX X. XXXXXX
------------------------------------------------
Xxxxxx Xxxxxx, Manager
SELLER INFORMATION:
000 X. Xxxxx
Xxxxx, Xxxxxxxx 00000
Page 3 of 3
