EXHIBIT 10.3
XXXXXXX MONEY CONTRACT
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THIS AGREEMENT is made and entered into by and between the Xxxxxx
Family Limited Partnership No. II, a Texas limited partnership, hereinafter
referred to as "Seller," and Best Circuit Boards, Inc., a Texas corporation,
hereinafter referred to as "Buyer."
W I T N E S S E T H:
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I.
1.1 Subject to the terms hereof, and for the consideration hereinafter
stated, Seller agrees to sell and Buyer agrees to purchase the following
described tract or parcel of land, together with all buildings, fixtures and
improvements thereon, and all minerals Seller owns, and all rights and
appurtenances thereto (the "Property"), to-wit:
That certain tract of land of approximately 13.523 acres, being
Xxx 0X, Xxxxx A, out of the Premier Industrial Park North, Collin
County, Texas, more particularly described on Exhibit "A",
attached hereto and incorporated herein.
II.
2.1 The purchase price (the "Purchase Price") of the Property
shall be the sum SIX MILLION THREE HUNDRED THOUSAND and NO/100 DOLLARS
($6,300,000.00).
2.2 The sum equal to the unpaid balance due on a promissory note
payable by Seller to the Wylie Economic Development Corporation as of the
date hereof, will be creditied to Buyer at closing as a part of the Purchase
Price.
2.3 The balance of the Purchase Price herein stipulated shall be paid
to Seller at the Closing Date and upon the execution and delivery to Buyer
of the hereinafter mentioned Deed and other pertinent closing documents to
be executed by Seller in connection herewith.
III.
3.1 Upon payment of the purchase price, Seller, at his cost,
agrees to convey good and indefeasible fee simple title to the Property to
Buyer by good and sufficient general warranty deed (the "Deed").
3.2 Seller further agrees to furnish the appropriate tax
certificates showing all taxes paid through the year preceding the year of
closing and shall, subject to the terms hereof, deliver possession of the
Property at the Closing Date. Taxes for the current year, insurance,
utilities, maintenance agreement costs and charges, rents, and other items
of current expense, if any, shall be prorated as of the Closing Date, and
such prorations shall be final.
3.3 Seller agrees to provide to Buyer, within ten (10) days from
date, an title search and a current survey. In the event Buyer objects to
any item contained therein, excluding utility easements, restrictions common
to the area and mineral reservations common to the area, within ten (10)
days of receipt of same, Seller agrees to use Seller's best efforts to cure
or remove such defects or objections. If for any reason, Seller is unable,
within thirty (30) days to cure or remove such defects or objections and by
reason of such defects or objections, or failure to satisfy such
requirements, title cannot be conveyed to Buyer in the form herein provided,
then Buyer may, within ten (10) days from Seller's notice to Buyer of such
defect, terminate this Agreement, whereupon Buyer's xxxxxxx money deposit
made herewith shall be promptly refunded to Buyer and all parties shall be
fully and finally released herefrom, or, Buyer shall be deemed to have
elected to close the purchase and sale contemplated by this Agreement in
accordance with the remaining terms and provisions hereof.
3.4 Seller and Buyer agree to close this transaction thirty (30)
days from the date hereof, or as otherwise mutually agreed (the "Closing
Date"). If the Closing Date falls on a weekend or holiday, the closing will
take place on the next business day.
3.5 Should Seller wrongfully refuse to convey the Property or
refuse to do or perform any of Seller's obligations hereunder, Buyer may, as
his sole remedy, terminate this Agreement and receive a refund of the
xxxxxxx money deposited hereunder, less the sum of $50.00 as an option fee.
3.6 If Buyer should fail, refuse or be unable to consummate this
Agreement in accordance with its terms, then Seller may elect to have the
xxxxxxx money herein delivered to Seller as Seller's remedy and this
Agreement shall thereupon terminate.
3.7 If, prior to the closing of the transaction contemplated
hereby, any portion of the Property should be condemned or taken for any
public purpose, then Buyer may, at Buyer's option, close the transaction, or
declare this Agreement terminated and of no further force and effect,
whereupon the xxxxxxx money deposit made herewith shall be promptly returned
to Buyer at which time all parties shall be fully and finally released
herefrom.
3.8 With reference to closing, it is understood and agreed that Seller
shall pay for the cost of tax certificates, his portion of prorated taxes,
an Owner's Title and that Buyer shall pay for his portion of prorated taxes,
all escrow fees, any Title Policy, and recording fees for the Deed. Should
there be any title curative instruments same shall be recorded at Buyer's
expense. Seller and Buyer each agree to pay their own respective attorney's
fees. Additionally, any expenses, charges and fees of closing, not
specifically allocated herein, shall be borne by the Buyer.
IV.
4.1 Each party hereto represents and warrants to the other that
they have not dealt with any other broker or agent in connection with the
transaction, and, each party does hereby indemnify and hold the other
harmless against any commission, broker's or finder's fee or other such
expense or claim, incurred by such party.
4.2 The Texas Real Estate License Act requires written notice to
the Buyer that the Buyer should have an attorney examine an Abstract of
Title to the Property or else a Title Insurance Policy be obtained. Notice
to that effect is, therefore, hereby given Buyer.
4.3 Any notice required or permitted to be given by Seller
to Buyer or Buyer to Seller, or by the Title Company herein mentioned to
either, shall be sufficient if hand delivered, or if deposited in the United
States Mail, in Certified or Registered form, postage prepaid, addressed as
follows:
If to Seller: Xxxxxx Family Limited Partnership No. II
2 Balmoral
Xxxxxxxxxx, Xxxxx 00000
If to Buyer: Best Circuit Boards, Inc.
000 Xxxxxxx Xxxx
Xxxxx, Xxxxx 00000
Any notice given in the manner herein stipulated shall be effective
when received, or when same has been deposited in the United States Mail,
whichever is earlier. Notice given in any other manner shall be effective
only if and when received by the party for whom intended. Any party hereto
may change such party's address upon ten (10) days written notice to the
other.
4.4 Buyer shall not, without the consent of Seller, assign this
Agreement. Subject to the foregoing, the terms and provisions of this
Agreement shall inure to the benefit of and be binding upon the respective
heirs, successors and assigns of Buyer and Seller.
4.5 Whenever used in this instrument, the singular shall be
construed to include the plural, the plural to include the singular and all
pronouns and verbs shall be construed as if written in their proper number.
The use of any gender shall be applicable to all genders. Any section and
paragraph headings contained in this instrument are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this
instrument.
4.6 This contract contains the entire agreement between the
parties with respect to the matters to which it pertains and may be amended
only by written agreement signed by Buyer and Seller and by reference made a
part hereof. Further, this Agreement shall not be effective unless or until
executed by Buyer and Seller and a fully executed, receipted copy hereof
shall be delivered to Buyer and Seller on or before the ____ day of
__________, 2006, at 5:00 o'clock p.m., or this Agreement shall be void. As
used herein, the term "date hereof" shall be the latest date this Agreement
is executed by either the Seller or Buyer.
4.7 Time is of the essence in this Agreement.
4.8 In the event Buyer files any memorandum of contract or other
document or instrument affecting title to the Property prior to the Closing
Date without the prior written approval of Seller, Buyer shall remove same
upon demand, and this Agreement shall, at Seller's option, terminate and all
xxxxxxx money shall be paid to Seller to compensate for the cloud or title
created by such action. If the attorney's fees, costs and expenses incurred
by Seller to clear the title exceed the amount of the xxxxxxx money, Buyer
agrees to reimburse Seller for all such fees, costs and expenses on demand,
and all unpaid sums shall bear interest at the maximum rate allowed by law.
EXECUTED IN MULTIPLE ORIGINAL COUNTERPARTS, each of which shall be an
original, but which together shall constitute but one and the same
Agreement.
SELLER:
Xxxxxx Family Limited Partnership No. II
By: /s/ Xxxx Xxxxxx
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Jacco Investments, Inc., General Partner
BUYER:
Best Circuit Boards, Inc.
By: /s/ Xxxx X Xxxxxx
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