AGREEMENT OF SALE
AGREEMENT, dated as of and effective this 30th day of September,
1996, by and between MICROTECH MEDICAL SYSTEMS, INC., a Colorado
corporation (the "Buyer"), and GLACIER VALLEY HOLDING
CORPORATION, a Colorado corporation (the "Seller).
WHEREAS: the Seller is the owner of a real estate development
known as Community at Bear Creek Phase III and other assets,
AND WHEREAS: Buyer is the owner of a certain real estate sale
contract, note secured by deed of trust and is prepared to issue
certain shares of common stock in itself to exchange for said
real estate development,
AND WHEREAS: it is the intention of the parties hereto that,
upon consummation of the transaction herein contemplated, the
Buyer will acquire one hundred percent (100%) said real estate
development, Seller will acquire a one hundred (100%) percent
interest in said real estate sales contract, note and deed of
trust and certain shares of common stock in Buyer.
NOW THEREFORE, IT IS AGREED THAT:
1. Sale of Community at Bear Creek, Phase III.
1.1 Other than as disclosed, the Seller represents
that it owns the tangible and intangible assets (the "Assets")
including one hundred (100%) percent of the real estate as listed
in Disclosure Schedule 1.1, attached hereto and incorporated
herein by reference, free and clear of all liens and
encumbrances, other than disclosed herein and will have such
ownership on the Closing Date. Seller shall execute a General
Warranty Deed to Buyer transferring ownership of said assets at
closing.
1.2 In payment for said real estate subject to deed as
set forth on Disclosure Schedule 1.1, Buyer shall transfer the
following property to Seller:
1.2.1 The Buyer shall make a downpayment consisting
of the assignment of a certain sales contract in the amount of
One Hundred Twenty Thousand and No/100 ($120,000.00) Dollars upon
the real property described therein, a copy of which contract is
attached hereto and incorporated herein by reference as
Disclosure Schedule 1.2.1 at the time of execution of the
contract.
1.2.2 The assignment and transfer at closing to Seller
of a certain note and deed of trust upon Xxx 0, Xxxxxxxxxxxx
Xxxxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx, in the amount of
One Hundred Ten Thousand and No/100 ($110,000.00) Dollars, a copy
of which is attached hereto as Disclosure Schedule 1.2.2 and
incorporated herein by reference.
1.2.3 The balance of the purchase price shall be
paid to Seller by the issuance of sixty-two thousand two hundred
fifty (62,250) shares of common stock in Buyer following an
anticipated one hundred to one reverse split currently being
accomplished by Buyer. In the event said reverse split does not
occur (or is not 100 to 1), the price per share and shares issued
shall be adjusted accordingly. The common stock issued to Seller
shall be subject to piggyback registration rights in Seller upon
Buyer's next public offering, provided, however, fifty (50%)
percent of the stock so registered shall be subject to a lock-up
agreement of standard form for a period of one (1) year.
2. Representations, Warranties and Covenants of Both
Parties.
2.1 Representations, Warranties and Covenants of the
Seller.
The Seller covenants, warrants, and represents as follows:
2.1.1 The Seller owns its assets (as, in part,
defined in Section 1.1), free and clear of all liens,
encumbrances and charges and, except as will be set forth in
Disclosure Schedule Number 1.1 and those arising involuntarily by
operation of law. The Seller presently has such title. All of
the Seller's assets are in the possession of the Seller.
With respect to the real estate owned by the Seller and
the encumbrances thereon, as set forth in Disclosure Schedule
Number 1.1, the Seller specifically Covenants, Warrants and
Represents as follows:
(A) The Seller is currently in full compliance
with all Covenants, Conditions and Agreements set forth in the
various Deeds of Trusts listed on Disclosure Schedule Number 1.1
and further, Covenants, Warrants and Represents that this
Agreement does not violate any such Agreements of Corporation
with Owners of said encumbrances.
(B) The holder of the note and deed of trust
(Xxxxx X. Xxxxxx, Xx.) as set forth in Disclosure Schedule 1.1
has agreed to the assumption of the note and deed of trust by
Buyer, partial release schedule in exchange for proportionate
reduction in note of approximately Ten Thousand One Hundred
Twenty-Six and 53/100 ($10,126.53) Dollars per lot, and has
further agreed to subordinate said note and deed of trust to a
note and deed of trust for development costs incurred by Buyer in
preparation of the project site for sale in an amount determined
to be reasonable.
2.1.2 Copies of the Seller's Articles of Incorporation
and By-Laws, including all amendments thereto, have been
delivered to the Buyer, and such copies are true, complete and
correct in every particular. The Seller is currently in good
standing with the State of Colorado.
2.1.3 The Seller has the power to enter into this
agreement and to carry out its obligations hereunder. The
execution and delivery of this agreement and the consummation of
the transaction contemplated have been duly authorized by the
Seller. No other company, court or other proceedings are
necessary to authorize the consummation of this agreement and the
transactions contemplated hereby. This agreement has been duly
executed and delivered by the Seller, and constitutes a valid and
binding obligation of the Seller and the Seller. The execution
and performance of this agreement by the Seller does not violate,
or result in a breach of, or constitute a default under any
judgment, order or decree to which he may be subject, nor does
such making or performance constitute a violation of or conflict
with any provision of the Seller's Articles of Incorporation or
By-Laws. Neither the execution and delivery of this agreement,
nor the consummation of the transaction contemplated hereby, nor
compliance with the terms and provisions hereof, will result in
the creation or imposition of any lien, charge or encumbrance
upon any of the Seller's assets pursuant to the terms of, or
conflict in any way with the provision of, or constitute a
default under, or require the consent of any other party to, any
indenture, mortgage, deed of trust, agreement, lease or other
instrument to which the Seller or the Seller is a party or by
which it or they may be bound, or to which it or he may be
subject.
2.1.4 Disclosure Schedule Number 2.1.4 will contain a
list of all outstanding vendor purchase orders and accounts
payable of the Seller. Said lists will be true, complete and
correct in all material respects to the best of Seller's
knowledge. The Seller's relations with its customers are
satisfactory, and the Seller has no reason to believe that any
dispute (other than those which arose or may arise in the
ordinary course of business) will arise between it and any of
them or any reason to believe that any of them will terminate its
business relationship with the Seller, or, after consummation
hereof, with the Buyer.
2.1.5 The purchase contemplated hereby does not
require the approval or consent of any governmental authority
having jurisdiction over the Seller.
2.1.6 From the date of this Agreement to the Closing
Date the Seller will not have, except with the written consent of
the Buyer: (i) mortgaged, pledged or subjected to lien, charge
or any other encumbrance, any of the real estate or other assets
being sold to Buyer pursuant to this Agreement, other than as may
arise involuntarily by operation of law or as may be distributed
to the Seller as contemplated by this agreement; (ii) sold,
assigned or transferred any of its assets other than in the
ordinary course of business or as may be distributed to the
Seller as contemplated by this agreement; (iii) suffered any
material damages or losses to its assets; (iv) entered into any
transactions other than in the ordinary course of business in
accordance with good business practice; (v) permitted the
occurrence of any event not consistent with the representations
and warranties herein.
2.1.7 To the extent of the Seller's and Seller's
knowledge, neither the Seller nor the Seller has any notice of
any actions, suits, claims, proceedings, or investigations
(whether or not purportedly on behalf of or against the Seller)
pending and no knowledge of any that are threatened against or
affecting the Seller's real estate at law or in equity, or before
or by any federal, state, municipal or other governmental court,
department, commission, board, bureau, agency or instrumentality,
domestic or foreign, unless set forth in Schedule 2.1.7. The
Seller is not in default with respect to any order, writ,
injunction or decree of any court or federal, state municipal or
other governmental department, commission, board, bureau, agency
or instrumentality affecting its business. There are no
violations of any laws, regulations and orders applicable to the
Seller's assets being sold hereby, including without limitation
all environmental and pollution control requirements that are
presently applicable or that have been announced as being
applicable at some future date.
2.1.8 The premises, owned by the Seller does not
encroach on the property of others, and there are no violations
of any building or zoning or other laws by the premises.
2.1.9 The Seller is not a party to any lease, license,
contract or royalty agreement affecting or relating to the
Seller's property being sold other than those as will be listed
and described in Disclosure Schedules attached hereto.
2.1.10 Neither the Seller nor the Seller has become in
any way obligated for any broker's, finder's, agent's or similar
fee with respect to the transactions contemplated by this
agreement other than to its accountants and attorneys.
2.1.11 No representation or warranty of the Seller made
in this Agreement, nor in any document, certificate, or schedule
required to be furnished pursuant to this agreement, contains or
will contain any untrue statement of a material fact, and copies
of any documents furnished to the Buyer will be true and correct
copies of such documents.
2.1.12 All of the foregoing representations and
warranties will be true on and as of the closing date.
2.2 REPRESENTATIONS and WARRANTIES of the BUYER. The Buyer
represents and warrants as follows:
2.2.1 It is a corporation duly organized and validly
existing and in good standing under laws of the State of
Colorado.
2.2.2 It has the power to enter into this
agreement and to carry out its obligations hereunder. The
execution and delivery of this agreement and the consummation of
the transactions contemplated have been duly authorized by its
Board of Board of Directors; no other proceedings are necessary
to authorize its Officers to effectuate this agreement and the
transactions contemplated thereby. This agreement has been duly
executed and delivered by it, and constitutes a valid obligation
binding on it. The execution and performance of this agreement
by it does not violate, or result in a breach of, or constitute a
default under, any judgment, order or decree to which it may be
subject, nor does such making or performance constitute a
violation of or conflict with any provision of its charter or by-
laws. Neither the execution and delivery of this agreement, nor
the consummation of the transactions contemplated hereby, nor
compliance with the terms and provisions hereof, will result in
the creation or imposition of any lien, charge or encumbrance
upon any of its property or assets pursuant to the terms of, or
conflict in any way with the provisions of, or constitute a
default under, or require the consent of any other party to, any
indenture, mortgage, deed of trust, agreement, lease or other
instrument to which it is a party or by which it may be bound, or
to which it may be subject.
2.2.3 It has not employed any broker, finder or agent,
nor has it otherwise become in any way obligated for any
broker's, finder's, agent's or similar fee with respect to the
transactions contemplated by this agreement.
2.2.4 The execution and carrying out of this agreement
and compliance with the provisions hereof by it will not violate,
with or without giving notice and/or the passage of time, any
provisions of law applicable to it.
2.2.5 The Buyer does not have any knowledge of any
claim, litigation, threatened litigation or any other action
which has been instituted or threatened affecting its ability to
perform its obligations under this agreement.
2.2.6 All of the foregoing representations and
warranties will be true on and as of the closing date.
3. INVESTIGATION. During the period prior to the closing
date, the Seller shall cause the Buyer to have free access to the
offices, facilities, records, files, books of account and copies
of tax returns of the Seller for the purposes of conducting an
investigation of the subject property and title thereto, and all
other matters relating to the subject property and assets;
provided, however, that such investigation shall be conducted in
any manner that does not unreasonably interfere with the Seller's
normal operations. The Seller shall cause the Seller's personnel
to aid and assist such investigation and shall make its counsel,
accountants, engineers, employees and other representatives
available for such purposes. During such investigation the Buyer
shall have the right to make copies of such records, files, tax
returns and other materials as it may deem advisable. The Buyer
and its representatives shall treat all information originally
obtained in such investigation and not otherwise known to it or
already in the public domain as confidential and shall not use
such information in the conduct of its business, and shall return
to the Seller all copies of received or made of material
belonging to the Seller as follows:
(A) As to tax documents and matters, the same
shall be confidential forever and shall be returned if the
transaction is not consummated.
(B) As to all other matters, if this transaction
is not consummated, the same shall be confidential forever and
the same shall be returned; if it is consummated, the same shall
remain confidential.
4. INDEMNIFICATION.
4.1 Nothing herein to the contrary withstanding, the
Seller's obligations under this agreement for breach of promise,
misrepresentation, breach of warranty or nonfulfillment of any
obligation or agreement, negligence, promissory estoppel,
detrimental reliance or any other action which arises out of the
transactions herein contemplated shall be only as follows:
(A) all liabilities or obligations of the Seller
as of the Closing Date (other than those specifically disclosed
to the Buyer pursuant hereto) for taxes (but in any case
excluding taxes resulting from Internal Revenue Code Section 338
or any transaction contemplated by this agreement) and any
reasonable legal and other expenses which may be incurred by the
Buyer and its successors and assigns relating thereto; and
(B) any and all damage, loss, deficiency, costs
or expenses resulting from any other misrepresentation, breach of
warranty or non-fulfillment of any obligation or agreement on the
Seller's part under this Agreement, including without limitation
any and all actions, suits, proceedings, judgments and reasonable
legal and other expenses incident to the foregoing.
4.2 Said notice shall be to the Seller of any claim or
litigation the existence of which gives rise to the operation of
the foregoing indemnity, and Seller shall have the power to
investigate and defend such claim at his expense with power to
settle such claim, unless the amount claimed and the reasonably
estimated expenses of defense exceed the amount set forth in
Section 4.1 above.
4.2.1 If the Seller fails to defend, the Buyer
may defend such claim with power to settle and the Seller shall
pay the costs and expenses thereof and the amount of any
settlement or judgment up to the amount set forth Section 4.1
above; provided however, that in any case, no settlement shall
bind the Seller to pay any amount which is not first approved in
writing by the Seller.
4.2.2 If the amount claimed and the reasonably
estimated expenses of defense exceed the amount set forth in
Section 4.1 above then either (1) the Seller may defend (and
assume the entire risk of the settlement or judgment and costs of
defending the same (whether or not they exceed the amount set
forth in Section 4.1 above) or (2) the Seller may notify the
Buyer (within 10 days of receiving written notice of the claim
from the Buyer) that the Buyer is to defend such claim with power
to settle and the Seller shall pay the costs and expenses thereof
and the amount of any settlement or judgment (but the total
liability of the Seller shall not be in excess of the amount se
forth in Section 4.1 above).
4.3 Whether or not the transactions herein
contemplated shall be consummated, the Buyer will pay the fees,
expenses and disbursements of the Buyer and its agents,
representatives, accountants and counsel incurred in connection
with the subject matter of this agreement and any amendments
thereto, and the Seller will pay such fees, expenses and
disbursements of the Seller and its agents, representatives,
accountants and counsel (if not otherwise accrued).
5. Termination. This agreement may be terminated by the
Buyer under any of the following circumstances by notice in
writing if during the period from the date hereof to the closing
date any of the following shall occur:
5.1 The Seller's assets being sold shall suffer any
loss from fire, flood, explosion or other casualty which
substantially affects the use thereof or, irrespective of
insurance, their value.
5.2 The Buyer shall learn of any fact or condition
with respect to the Seller's real property being sold hereunder
which is substantially at variance with one or more of the
representations or warranties as set forth above or with other
written information provided to the Buyer by the Seller, and
after written notice thereof the Seller shall be unable to
furnish reasonable assurance satisfactory to the Buyer.
5.3 The Seller or the Seller shall commit a
substantial breach of any one or more of the obligations or
prohibitions set forth in Section 2.1.10 of this agreement and
shall be unable to furnish reasonable assurance satisfactory to
the Buyer.
5.4 On the occurrence of any of the events specified
in Sections 5.1 to 5.3 above, the parties may agree upon an
amount by which the consideration shall be reduced on account of
such event, in which case the Buyer shall not terminate this
Agreement and the consideration shall be so reduced. If the
occurrence is a loss due to fire, flood, explosion or other
casualty, the Buyer shall have the right at its election within
ten (10) days after such event to either terminate or to require
consummation of this agreement with that portion of any insurance
proceeds received which relates to the damage to the operating
assets included in the assets transferred.
6. No Liability for Failure to Consummate. If this
agreement shall not be consummated either because it is
terminated pursuant to a reasonable application of Sections 5.1,
5.2, 5.3, or 5.4 to the actual facts or because of the inability
of any of the parties by reason or causes beyond its control to
carry out its performance as contemplated by this Agreement, the
downpayment set forth in Paragraph 1.2.1 shall be refunded to
Buyer, and no party shall be liable to any other for loss,
damage, or expense and the only remedy of any party shall be to
terminate or cancel this agreement.
7. Closing.
7.1 Prior to the Closing. Seller shall cooperate in any
documents, applications, and procedures which may be required by
the State of Colorado, County of El Paso, City of Colorado
Springs. This obligation of Sellers shall be a continuing one
and shall survive the closing of this agreement.
7.1.1 Any fees and costs incurred by the respective
parties shall be the sole obligation of the party so incurring.
7.2 Closing Date. The closing date shall be October 9,
1996, or such earlier or later date as may be mutually agreed
upon by the parties. The closing shall take place on the closing
date at Capital Title Services, 0 X. Xxxxxx Xxxxxx, Xxxxxxxx
Xxxxxxx, XX.
7.3 During the closing.
7.3.1 The Buyer shall deliver such opinions of
counsel, receipts, certifications, notices and further assurances
as counsel for the Seller may reasonably request, including a
certificate executed by the Buyer's Board of Directors that the
representations and warranties made in this agreement by the
Buyer are correct as of the closing date with the same force as
though made on the closing date, and an opinion of its counsel,
to the following effects:
(A) that all corporate action necessary for the
Buyer to authorize the execution and delivery of this Agreement
and the transactions contemplated thereby have been duly and
validly taken, and the Agreements constitute legal, valid,
binding and enforceable obligations, except as limited by any
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the rights and remedies of creditors
generally, and except as the remedy of specific performance,
rests in the discretion of the court;
(B) The Seller shall deliver to the Buyer, a
General Warranty Deed representing the real estate listed in
Disclosure Schedule 1.1, consents to assumption of indebtedness
and development cost subordination upon said real estate, as set
forth in Disclosure Schedule 1.1 and Secretarial Certificate
setting forth resolutions of the Board of Directors and/or
shareholders of the corporation authorizing sale of said
property, together with authorization to the Officers of the
Corporation to consummate the transaction contemplated by this
Agreement.
(C) The Seller and Seller shall deliver to the
Buyer, in form and substance mutually satisfactory to the parties
any and all other documents, including, but not limited to
assignments, deeds, consents to assignment, bills of sales,
releases, and transfers necessary to accomplish the transactions
herein contemplated, and Buyer shall deliver to Seller The
Seller shall deliver to the Buyer, in form and substance mutually
satisfactory to the parties, the promissory notes and other
documents necessary to accomplish the transactions herein
contemplated.
7.4 At Closing. The following shall be accomplished at
closing:
7.4.1 Delivery of documents set forth above in Section
8.3.
7.4.2 At closing, Buyer shall tender executed
instructions to Buyer's transfer agent to issue Seller
approximately sixty-two thousand two hundred fifty (62,250)
shares of common stock in Buyer, which is to be issued pursuant
to Paragraph 1.2.3 above.
8. After the Closing. Subsequent to the closing:
8.1 Each party to this agreement shall at the request
of any other furnish, execute and deliver such documents,
instruments, opinions of counsel, certificates, notices or other
further assurances as counsel of the requesting party shall
reasonably deem necessary or desirable for effecting complete
consummation of this agreement.
8.2 The Buyer shall give the Seller access to the
files and records delivered to the Buyer hereunder during usual
business hours as may be required in connection with tax matters
or other legitimate needs so long as the operations of the Buyer
are not unreasonably interfered with.
9. Miscellaneous.
9.1 Each and every one of the representations,
warranties, covenants and agreements made herein by any party
(including any statements made in the Disclosure Schedules and in
any certificates, schedules, exhibits, instruments or documents
furnished pursuant to or concurrently with this Agreement), shall
survive the closing and the consummation of the transactions
contemplated by this Agreement, notwithstanding any investigation
heretofore or hereafter made by the parties hereto.
9.2 All notices, approvals or other communications to
be sent or given to the Seller shall be deemed validly and
properly given or made if in writing and delivered by hand or
registered or certified mail, return receipt requested, and
addressed to Glacier Valley Holding Corporation, Seller, 00 X.
Xxxxx Xxxxxx, Xxxxxxxx Xxxxxxx, XX, 00000.
All notices, approvals or other communications to
be sent or given to the Buyer shall be deemed validly and
properly given or made if in writing and delivered by hand or
registered or certified mail, return receipt requested, and
addressed to Microtech Medical Systems, Inc., Xxxxx Sugar
Building, Suite 330, 0 X. Xxxxxxx Xxxxxx, Xxxxxxxx Xxxxxxx, XX,
00000.
Any of the parties hereto may give notice to the
others at any time by the methods specified above of a change in
the address at which, or the person to whom, notices addressed to
it are to be delivered in the future.
9.3 This agreement, together with the Disclosure
Schedules and other documents delivered pursuant hereto,
including the lease of the Premises, if any, constitutes the
entire agreement among the parties hereto and supersedes all
prior correspondence, conversations and negotiations. This
agreement may be executed in several counterparts that together
shall constitute but one and the same agreement. This agreement
shall be binding upon and inure to the benefit of the successors
and assigns of the parties. The title of the Sections of this
agreement have been assigned thereto for convenience only and
shall not be construed as limiting, defining or affecting the
substantive terms of the agreement. This agreement may be
amended only by a writing executed by the parties hereto. This
agreement shall be construed and interpreted according to the
laws of the State of Colorado.
9.4 The parties agree, upon the request of any other
party, to execute any agreements, documents or instruments
consistent with this agreement which are necessary to consummate
the transactions contemplated in this agreement.
9.5 This agreement may be executed in any number of
counterparts, each of which shall be taken to be an original.
9.6 No modification of this agreement shall be valid
unless such modification is in writing and signed by all of the
parties to this agreement.
9.7 No waiver of any provision of this agreement shall
be valid unless in writing and signed by the person or party
against whom charged.
9.8 The invalidity or unenforceability of any
particular provision of this agreement shall not affect the other
provisions of this agreement, and this agreement shall be
construed as if such invalid or unenforceable provision was
omitted. All parties hereto having participated actively in the
negotiation and drafting of this agreement, and each party having
been represented by counsel, the terms of this agreement shall
not be construed against, nor more favorably to, any party,
regardless of their responsibility for its preparation.
9.9 This agreement shall be binding upon and inure to
the benefit of the parties and their respective heirs, legal
representatives, executors, administrators, successors and
assigns.
9.10 This agreement and any documents or instruments
delivered pursuant to this agreement constitute the entire
agreement and understanding between the parties and supersede any
prior agreement and understanding relating to the subject matter
of this agreement.
9.11 Whenever in this agreement words, including
pronouns, are used in the masculine, they shall be read and
construed in the feminine or neuter wherever they would so apply,
and wherever in this agreement words, including pronouns, are
used in the singular, they shall be read and construed in the
plural, wherever they would so apply.
9.12 This agreement shall be subject to and governed
by the laws of the State of Colorado, including its choice of
laws, irrespective of the residence of the parties.
SELLER:
GLACIER VALLEY HOLDING CORP.
BY:
__________________________________
Its
__________________________________
ATTEST:
BY: __________________________
Its: __________________________
BUYER:
MICROTECH MEDICAL SYSTEMS, INC.
BY:
_________________________________
Its:
_________________________________
STATE OF }
} ss.
COUNTY OF }
On this _____ day of _______________, 19___, before me
personally appeared _______________, to me known as the
__________ of _______________ and who executed the within
instrument, and who acknowledged the same to be in behalf of said
Seller by authority of its Board of Directors and said
_______________ acknowledged said instrument to be the free act
and deed of said Seller.
______________________________
Notary Public
My Commission Expires:
STATE OF }
} ss.
COUNTY OF }
On this _____ day of _______________, 19___, before me
personally appeared _______________, to me known as the
__________ of _______________ and who executed the within
instrument, and who acknowledged the same to be in behalf of said
Seller by authority of its Board of Directors and said
_______________ acknowledged said instrument to be the free act
and deed of said Buyer.
______________________________
Notary Public
My Commission Expires:
DISCLOSURE SCHEDULE 1.1
TO
AGREEMENT OF SALE
BETWEEN
MICROTECH MEDICAL SYSTEMS, INC.
AND
GLACIER VALLEY HOLDING CORPORATION
DATED THE 30TH OF SEPTEMER 1996
1. Description of Property
A portion of the Community at Bear Creek, comprising
Phase II of that development, as set forth in Exhibit "A"
attached hereto and incorporated herein by reference, with the
exception of one lot which Seller has previously agreed to deed
to Xxxxx X. Xxxxxx, Xx., pursuant to an unrelated transaction and
in consideration for his release of Seller from liability under
note and deed of trust being assumed by Buyer and subordination
of said note and deed of trust to a note and deed of trust for
development costs upon said property.
2. Encumbrances
A. Promissory Note payable to Xxxxx X. Xxxxxx, Xx.,
in the amount of Three Hundred Three Thousand Seven Hundred
Ninety-Three and No/100 ($303,793.00) Dollars, dated the 25th day
of July, 1996, secured by Deed of Trust of even date, copies of
which are attached hereto and incorporated herein by reference.
B. Taxes for 1996, payable in 1997, which shall be
prorated to date of closing.
3. Assumptions
Assumption of Three Hundred Thousand Seven Hundred
Ninety-Three and No/100 ($303,793.00) Dollar Promissory Note
dated July 25, 1996 secured by Deed of Trust, copies of which are
attached to this Disclosure Schedule 1.1 as Exhibits "B" and "C",
and incorporated herein by reference.
NOTE: Original Map of Bear Creek Filing No. 2, Legal Description,
Promossory Note and Deed of Trust are attached here.
DISCLOSURE SCHEDULE 1.2.1
TO
AGREEMENT OF SALE
BETWEEN
MICROTECH MEDICAL SYSTEMS, INC.
AND
GLACIER VALLEY HOLDING CORPORATION
DATED THE 30th OF SEPTEMER 1996
See attached.
NOTE: Original Contract attached here.
DISCLOSURE SCHEDULE 1.2.2
TO
AGREEMENT OF SALE
BETWEEN
MICROTECH MEDICAL SYSTEMS, INC.
AND
GLACIER VALLEY HOLDING CORPORATION
DATED THE 30th OF SEPTEMER 1996
See attached.
NOTE: Original Promissory Note and Deed of Trust are attached here.
DISCLOSURE SCHEDULE 2.1.4
TO
AGREEMENT OF SALE
BETWEEN
MICROTECH MEDICAL SYSTEMS, INC.
AND
GLACIER VALLEY HOLDING CORPORATION
DATED THE 30TH OF SEPTEMER 1996
None.
DISCLOSURE SCHEDULE 2.1.7
TO
AGREEMENT OF SALE
BETWEEN
MICROTECH MEDICAL SYSTEMS, INC.
AND
GLACIER VALLEY HOLDING CORPORATION
DATED THE 30TH OF SEPTEMER 1996
None.
