PURCHASE AND SALE AGREEMENT
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THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made effective on
the date that the second of Purchaser and Seller has signed this Agreement, as
set forth next to the signature of the second such person to sign (the
"Effective Date"), by and between XXX X. XXXXX, OR ASSIGNS ("PURCHASER"), and
EAGLES LANDING, LLC, A COLORADO LIMITED LIABILITY COMPANY ("SELLER").
ARTICLE 1 - PROPERTY TO BE CONVEYED
1.1 Seller shall sell to Purchaser, and Purchaser shall purchase from
Seller, upon the terms and conditions hereinafter set forth, all rights, title
and interest in that certain parcel of land (herein called "Land") described
on Exhibit "A" attached hereto, all rights, privileges, easements and rights
of way appurtenant to the Land (herein called "Appurtenants"), the buildings
and improvements on the Land (herein called "Improvements") and the
appliances, furniture, fixtures, machinery, computers, software programs,
other equipment, supplies and other personal property, including Seller's
right title and interest (if any), in the name "EAGLES LANDING AT CHURCH
RANCH" and any telephone listings and numbers for the business Seller conducts
on the Land and Appurtenants (herein collectively called the "Personal
Property") attached to, located at or used in connection with the ownership,
operation, management or maintenance of the Land or the Improvements, other
than personal property owned by tenants. The Land, Appurtenants, Improvements
and Personal Property collectively called the "Property".
1.2 The Property shall include all right, title and interest, if any,
of Seller in and to any land lying in the bed of any street, road, highway or
avenue, open or proposed, in front of or adjoining all or any part of the Land
and in all strips, gores or rights-of-way, riparian rights and easements, and
all right, title and interest of Seller, if any, in and to (a) all tenant
leases, rents and profits from and after the Closing (as hereinafter defined),
(b) all tenant security deposits, damage and key deposits, cleaning deposits,
utility deposits and pet deposits, together with interest required by law to
be paid thereon, if any (collectively the "Security Deposits") and (c) all
licenses and permits relating to the Property.
1.3 The Property is known as "EAGLES LANDING AT CHURCH RANCH", is
located at 0000 Xxxx Xxxxxx Xxxxx Xxxxxxxxx, Xxxx xx Xxxxxxxxxxx, Xxxxxx of
Jefferson, Colorado and is comprised of approximately 180,000 rentable square
feet located in 176 apartment units and related amenities.
ARTICLE 2 - PURCHASE PRICE
2.1 The purchase price (the "Purchase Price") for the Property shall
be Fifteen Million Three Hundred Thousand Dollars ($15,300,000.00) and,
subject to all prorations and adjustments provided herein, shall be paid as
follows:
2.2
2.2.1 Within two (2) business days of the execution and delivery of
this Agreement, Purchaser shall deposit with North American Title Company, 00
Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx (the "Escrow Agent") the sum of Fifty
Thousand and No/100 Dollars ($50,000.00), by check or irrevocable federal
funds wire transfer of immediately available funds ( the "First Deposit").
2.1.2 Contemporaneously with Purchaser's removal of all contingencies
pursuant to Sections 10.1, 10.2 and 10.3 , Purchaser shall deposit with the
Escrow Agent the additional sum of One Hundred Fifty Thousand and No/100
Dollars ($150,000.00) by irrevocable federal funds wire transfer of
immediately available funds (the "Second Deposit"). The First and Second
Deposits, and all interest earned thereon pursuant to Section 2.1.3 shall
collectively be referred to herein as the "Deposit".
2.1.3 At all times prior to Closing the Deposits shall be invested by
Escrow Agent in an interest-bearing escrow account and the Deposit and all
interest earned thereon shall be applied to the Purchase Price at Closing.
2.1.4 If Purchaser shall not have delivered the applicable Deposit to
Escrow Agent within one (1) business day after the applicable due date, then
Seller may, at its option, either terminate this Agreement by written notice
to Purchaser or give Purchaser an extension, for a period of two (2) business
days, to deliver the required Deposit to the Escrow Agent. If Seller
terminates this Agreement, then neither party shall have any further liability
or obligation to the other party, except for those which under the terms of
this Agreement expressly survive the termination of this Agreement, including,
without limitation, Seller's right to retain the First Deposit if Seller's
termination occurs by reason of Purchaser's failure to make the Second Deposit
upon removal of contingencies.
2.1.5 The Purchase Price, less the amount of the Deposits, shall be
deposited by Purchaser with Escrow Agent on or before the Closing, to be
disbursed to Seller at Closing subject to all prorations and adjustments
provided herein. On the Closing Date (as hereinafter defined), Seller shall
be responsible at its sole cost and expense to pay off in full and have
cancelled and satisfied of record all mortgages and similar instruments
affecting the Property, other than the Existing Loan to be assumed by
Purchaser or any prepayment or other fees in connection with the Existing Loan
(pursuant to Section 10.3), and Seller shall be responsible to pay any
prepayment or other fees in connection therewith.
ARTICLE 3 - ESCROW AGENT
3.1 The Escrow Agent joins in the execution of this Agreement for the
purpose of acknowledging and agreeing to the provisions of this Article 3.
This Agreement shall serve as instructions to the Escrow Agent. If, in
addition to this Agreement, Escrow Agent requests Purchaser and Seller to
execute additional escrow instructions, or Escrow Agent's general
instructions, Purchaser and Seller shall do so, provided that such additional
or general escrow instructions do not conflict with the terms and conditions
of this Agreement.
3.2 The Deposits shall be held in escrow by Escrow Agent. If
Purchaser furnishes Seller and Escrow Agent with written notification on or
before thirty (30) days after the Effective Date (the "Inspection Contingency
Date"), that: (a) the conditions precedent set forth in Section 10.1 hereof
have not been satisfied; and/or (b) specified matters in the Title Commitment
and/or the Survey are objected to pursuant to Section 10.2, and Seller fails
to cure said objections within the time permitted (as set forth in Section
6.3); and/or (c) that the condition precedent set forth in Section 10.3 has
not been satisfied, then in any such event, Escrow Agent shall return the
Deposits and all interest earned thereon to the Purchaser, and thereupon this
Agreement shall terminate. Upon such termination this Agreement shall be null
and void and of no other force and effect, and except for the Inspection
Indemnity (as hereinafter defined), neither Purchaser nor Seller shall have
any further rights, duties, liabilities or obligations to the other by reason
thereof.
3.3 The duties of the Escrow Agent, in service as escrow agent, shall
be as follows:
3.3.1 During the term of this Agreement, it shall hold and disburse
the Deposits in accordance with the terms and provisions of this Agreement,
including, but not limited to, the application of the Deposits and all
interest earned thereon towards the Purchase Price in accordance with Section
2.1.2 or the return of the Deposits and all interest earned thereon to the
Purchaser in accordance with Section 3.2.
3.3.2 After Buyer has removed all contingencies, pursuant to Section
3.2, above, the Deposits shall be non-refundable except in the event that
Seller breaches its obligations under this Agreement.
3.3.3 If this Agreement shall be terminated by the mutual written
agreement of Seller and Purchaser, or if Escrow Agent is unable to determine
at any time to whom the Deposits should be delivered, or if a dispute shall
develop between Seller and Purchaser concerning to whom the Deposits should be
delivered, then and in any such event, then Escrow Agent shall deliver the
Deposits and all interest earned thereon in accordance with the joint written
instructions of the Seller and Purchaser. In the event that such written
instructions shall not be received by Escrow Agent within ten (10) days after
it has served a written request for instructions upon Seller and Purchaser,
then Escrow Agent shall have the right to deliver the Deposits and all
interest earned thereon into a court of competent jurisdiction in the County
of Jefferson, Colorado, which court Seller and Purchaser agree shall have
jurisdiction and venue as respects any dispute in regard to the Deposits and
all interest earned thereon, and interplead Seller and Purchaser in respect
thereof, and thereupon Escrow Agent shall be discharged of any obligations in
connection with this Agreement.
3.3.4 By joining herein, the Escrow Agent undertakes only to perform
the duties and obligations imposed upon it under the terms of this Agreement
and expressly does not undertake to perform any of the other covenants, terms
and provisions incumbent upon the Seller and/or the Purchaser hereunder.
3.3.5 Purchaser and Seller hereby agree and acknowledge that the
Escrow Agent assumes no liability in connection herewith except for breach of
Escrow Agent's obligations hereunder, negligence, breach of trust or willful
misconduct; that the Escrow Agent shall not be responsible for the validity,
correctness or genuineness of any document or notice referred to under this
Agreement; and that in the event of any dispute under this Agreement, the
Escrow Agent may seek advice from its own counsel and shall be fully
protected in any action taken by it in good faith in accordance with the
opinion of its counsel. Seller and Purchaser each hereby agrees to indemnify
and hold harmless the Escrow Agent, acting in its capacity as escrow agent on
behalf of Seller and Purchaser, against any and all losses, liability, claims,
demands, damages, actions, causes of action and suits (other than for breach
of Escrow Agent's obligations hereunder, negligence, willful misconduct or
breach of trust) which may be imposed upon it in connection with the
performance of its duties hereunder.
ARTICLE 4 - DELIVERIES BY SELLER
4.1 Seller covenants to deliver the following (collectively herein
referred to as the "Delivery Items") at its sole cost and expense to Purchaser
within five (5) days after the Effective Date (the "Delivery Date"):
4.1.1 A complete inventory of all of the Personal Property to be
conveyed hereunder.
4.1.2 A schedule and copies of all of the service contracts,
maintenance contracts, management agreements and all other agreements
affecting the operation or maintenance of the Property (hereinafter referred
to as the "Service Contracts.")
4.1.3 One reproducible (sepia or equivalent) copy of the complete,
detailed plans and specifications for the improvements and buildings which are
a part of the Property, prepared by a registered architect or professional
engineer, and any "as built" plans and specifications (collectively, the
"Plans and Specifications"), to the extent that such Plans and Specifications
are in Seller's possession.
4.1.4 Copies of all building permits, licenses (business, pool, and
otherwise), certificates of occupancy and other similar documentation issued
by any governmental agency having jurisdiction over the Property which pertain
to the operation and occupancy of the Property, to the extent that such
documentation is in Seller's possession or reasonably obtainable by to Seller.
4.1.5 A complete and accurate rent roll for the Property as of
February 1, 1998, which shall be certified by Seller as being true, complete
and correct.
4.1.6
4.1.7 A complete list of the names and current wages (or "in lieu"
compensation) of all employees engaged in the operation or maintenance of the
Property.
4.1.8 Operating statements for the Property, including all line item
detail and also including a schedule of historical capital expenditures, for
year-end 1996 and 1997, and preliminary operating statements for January 1998.
4.1.9 Copies of all topographical surveys and all environmental,
engineering and soils, and any other reports and soil-bearing test data with
respect to the Property to the extent that any of the foregoing are in
Seller's possession or reasonably available to Seller.
4.1.10 A list of all prepaid fees paid by Seller to third parties,
and a list of all prepaid fees paid by third parties to the Seller, with
respect to the ownership and operation of the Property.
4.1.11 A form of the tenant lease agreement currently used at the
Property together with copies of all tenant leases and any amendments or
letter agreements relating thereto.
4.1.12 A copy of the most recent assessed valuation of the Property
and property tax bills for the Property for the two (2) prior calendar years.
4.1.13 All utility bills for the Property for the twenty-four (24)
month period prior to the Effective Date.
4.1.14 Certificates of Insurance currently in effect with respect to
the Property, together with a statement of the premiums payable with respect
to such insurance.
4.1.15 Lead-based paint disclosure, as required by law.
4.2 With respect to the Delivery Items, Seller covenants and
represents as follows:
4.2.1 On or before the Inspection Contingency Date, Purchaser shall
notify Seller as to which of the Service Contracts Purchaser requests be
terminated effective as of the Closing Date. Within five (5) days after
receipt of such notification from Purchaser, Seller shall notify Purchaser as
to which of the Service Contracts requested by Purchaser to be terminated
effective as of the Closing Date Seller agrees to cause to be so terminated at
Seller's sole cost and expense; provided, however, Seller agrees that it will
cause such termination effective as of the Closing Date of all the Service
Contracts so requested by Purchaser which can be (pursuant to the terms
thereof) terminated by Seller. All of the Service Contracts which are not
being terminated effective as of the Closing Date pursuant to this procedure
will be transferred and assigned by Seller to Purchaser at Closing by an
assignment (hereinafter referred to as the "Assignment of Service Contracts")
which will contain an assumption of the Service Contracts by Purchaser
effective as of the Closing Date, and will contain a cross-indemnity between
Seller and Purchaser providing that Seller will indemnify, defend and hold
Purchaser harmless as respects the obligations of the owner of the Property
thereunder for all time periods through and including the day prior to the
Closing Date, and providing that Purchaser will indemnify, defend and hold
Seller harmless as respects the obligations of the owner of the Property
thereunder for all time periods commencing on the Closing Date. Anything
contained in this Section 4.2.1 to the contrary notwithstanding, on the
Closing Date any management, leasing and/or commission agreement, and any
employment agreement, affecting the Property will be terminated by Seller at
its sole expense.
4.2.2 Commencing five (5) days after the date of this Agreement, true
copies of each tenant lease and commission agreement together with each and
every attachment and supplement thereto will be made available for Purchaser's
inspection and review at the Property.
ARTICLE 5 - REPRESENTATIONS AND WARRANTIES
5.1 Seller hereby makes to Purchaser the following representations
and warranties:
5.1.1 Seller is a validly formed limited liability company in good
standing duly bound by the actions and execution hereof by Xxxxxxx X.
X'Xxxxxx, its Manager, and has the authority and power to enter into this
Agreement and to consummate the transaction contemplated herein, and this
Agreement is a valid and binding obligation of Seller enforceable in
accordance with its terms.
5.1.2 Neither the entering into of this Agreement nor the
consummation of the transaction contemplated hereby will constitute or result
in a violation or breach by Seller of any judgment, order, writ, injunction or
decree issued against or imposed upon Seller, or to Seller's knowledge will
result in a violation of any applicable law, order, rule or regulation of any
governmental authority.
5.1.3 Neither this Agreement, nor anything to be done hereunder,
including, without limitation, the transfer, assignment and sale of the
Property as herein contemplated, violates or shall violate any written or oral
contract, agreement or instrument to which Seller is a party or which affects
the Property or any part thereof.
5.1.4 There is no action, suit, proceeding or investigation pending
or threatened which would become a cloud on the title to the Property or any
portion thereof or which questions the validity or enforceability of the
transaction contemplated by this Agreement or which does or will materially or
adversely affect the Property.
5.1.5 No approval, consent, order or authorization of, or
designation, registration or filing (other than for recording purposes) with
any governmental authority is required in connection with the due and valid
execution and delivery of this Agreement by Seller, compliance with the
provisions hereof by Seller, and consummation of the transaction contemplated
hereby by Seller.
5.1.6 To the best of Seller's knowledge the present use and operation
of the Property as an apartment community is authorized by and in compliance
with all existing zoning, land-use, building, fire, health, labor, safety and
other laws, ordinances, rules and regulations applicable to the Property.
5.1.7 To the best of Seller's knowledge Seller has complied with all
existing laws, ordinances, rules and regulations, including, without
limitation, those relating to zoning, land-use, building, fire, health, labor
and safety, of any government or agency, body or subdivision thereof bearing
on the ownership, construction, use or operation of the Property as an
apartment community.
5.1.8 The Property is connected to and serviced by water, solid waste
and sewage disposal, storm drainage and electricity and gas facilities which
are adequate for the present use and operation of the Property as an apartment
community and, to Seller's knowledge, all of the foregoing are in accordance
with all applicable laws, ordinances, rules and regulations of all public or
quasi-public authorities having or claiming jurisdiction there over.
5.1.9 Except as may be reflected on the rent roll and tenant leases
delivered or otherwise made available to Purchaser or as otherwise noted in
writing by Seller prior to the Inspection Contingency Date, (i) there are no
oral or written tenant occupancy leases or rental agreements in force, (ii) no
person (other than the tenants named in said rent roll and tenant leases) has
any right of possession to the Property or any part thereof, (iii) no rent has
been paid in advance by any tenant, (iv) no tenant has received or is entitled
to receive a rent concession in connection with his tenancy, or is entitled to
any work not yet performed (other than ordinary maintenance), or consideration
not yet given in connection with his tenancy, (v) no tenant or former tenant
has any claim against Seller for any security deposits or other deposits, (vi)
no tenant has, or as of the Closing Date will have, any defense or offset to
rent accruing after the Closing Date, and except as indicated on the rent
roll, there is no default by Seller or tenant with respect to any leases or
occupancy agreements.
5.1.10 Except as noted in writing by Seller prior to the Inspection
Contingency Date all Service Contracts are in full force and effect, and there
are no defaults in any Service Contracts and, except for the Service
Contracts, there are no other management, maintenance, operating, service,
leasing, commission or similar contracts affecting the Property.
5.1.11 Until the Closing Date, Seller will: operate the Property
diligently and only in the ordinary course of business pursuant to its current
business practices; preserve the Property and its business intact; preserve
for the Purchaser the relationships of Seller with its suppliers, tenants, and
others having relations with it; maintain in force all existing insurance
policies, and; not permit any encumbrance to be placed upon the Property,
without Purchaser's consent, whose consent shall not be unreasonably withheld.
Until the Closing Date, Seller shall not enter into any new leases except at
rental rates and on terms no less favorable than the rates and terms at which
Seller is currently marketing such units or extend the term of an existing
lease for more than six (6) months.
5.1.12 Seller is not a foreign person, foreign corporation, foreign
partnership, foreign trust or foreign estate as such terms are defined in
Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended.
5.1.13 To the best of Seller's knowledge the Property does not
contain, no activity upon the Property has produced, and the Property has not
been used in any manner (a) for the discharge, deposit, dumping or storage of,
any hazardous or toxic waste, materials or contamination, whether of soil,
ground water or otherwise, in violation of any law, ordinance, rule or
regulation, or (b) which requires any reporting to any governmental authority.
The Property does not contain underground tanks of any type or any materials
containing or producing any polychlorinated biphenyls or any asbestos.
5.1.14 Seller is the sole owner of, and has good and marketable fee
simple title to, the Property free and clear of all liens, encumbrances,
claims, demands, easements, rights or interests of others, covenants,
conditions, restrictions and encroachments of any kind or nature other than as
listed in the Title Commitment (as defined below) and other than those which
will be removed at or prior to the Closing.
5.1.15 To the best of Seller's knowledge the Improvements were
constructed in good, workmanlike and substantial manner, in conformity with
all rules, regulations, laws, ordinances and building codes.
5.1.16 Seller has no knowledge, and has received no notice from any
governmental authorities, that eminent domain proceedings for the condemnation
of the Property are pending.
5.1.17 The Property is not subject to any assessments, use or
occupancy restrictions (except those imposed by applicable zoning laws and
regulations), or utility fees (except those generally applicable throughout
the tax district in which the Property is located), or traffic impact fees or
charges or restrictions under unrecorded agreements, or arising by operation
of law as set forth in the Title Commitment.
5.1.18 All books, records, information and data furnished or made
available by Seller to Purchaser including, but not limited to, all financial
information, will be true, correct and complete in all material respects as of
the date of such information. Seller has no knowledge of any error,
misrepresentation, omission, or inconsistency with any of the documents or
supplemental documents delivered or made available to Purchaser by Seller
pursuant to this Agreement.
5.1.19 All policies of insurance currently maintained by Seller with
respect to the Property are current and in full force and effect, and all
premiums due thereunder have been paid. No notice has been received by Seller
from any insurance company which issued any of said policies, stating that (i)
any of such policies will not be renewed or will be renewed at rates in excess
of those ordinary and customary for properties similar in size, location, age
and construction to the Property; or (ii) the performance of work will be
required as a condition of continuation of coverage.
5.1.20 The Property does not contain a polybutylene plumbing system.
5.1.21 There are currently no other contracts for the sale of the
Property pending, nor do there exist any rights of first refusal or options to
purchase the Property.
5.1.22 All persons employed by Seller at the Property are employees whom
employment Seller can terminate prior to Closing.
5.2 Whenever the Agreement makes reference to "Seller's knowledge"
the term shall refer to knowledge of Seller's manager and of its members
having more than a 20% membership interest.
5.3 Purchaser's rights with respect to Seller's representations and
warranties shall survive the Closing for a period of one (1) year and shall
not be merged into any documents delivered by Seller at Closing.
ARTICLE 6 - TITLE AND SURVEY
6.1 Not later than fifteen (15) days after the Effective Date (the
"Survey Delivery Date") Seller shall, at its expense cause to be prepared and
delivered to Purchaser a current (no more than 6 months old) "as built" survey
of the Land and Improvements by a licensed Colorado surveyor made to ALTA/ACSM
minimum detail standards for a Class A survey (hereinafter referred to as the
"Survey") and shall deliver the same to Purchaser.
6.2 Not later than the Survey Delivery Date, Seller shall furnish
Purchaser, at Seller's expense, a current commitment for an ALTA Owner's
Extended Coverage Policy of Title Insurance issued by Escrow Agent (the "Title
Commitment"), together with copies of instruments (or abstracts of
instruments) listed in the schedule of exceptions in the Title Commitment.
6.3 The obligation of Purchaser to consummate its purchase of the
Property shall be subject to Purchaser's being able to acquire title to the
Property subject only to those matters approved by Purchaser in accordance
with this Article 6.
6.3.1 Ten days prior to the Inspection Contingency Date, Purchaser
shall deliver to Seller a written statement of any objections to Seller's
title to the Property and any objections as to matters disclosed by the Survey
or the Title Commitment and Seller shall have a reasonable time thereafter,
not to exceed ten (10) days (the "Cure Notice Period"), within which to advise
Purchaser in writing whether Seller elects to cure such matters on or before
the Closing Date.
6.3.2 In the event that Seller fails to notify Purchaser of its
election to cure such objections within the Cure Notice Period Purchaser shall
have the option (to be exercised within ten (10) days after the end of the
Cure Notice Period), to either (i) give Seller written notice of its election
to terminate this Agreement, in which event Purchaser shall be entitled to
receive the return of the Deposit and all interest earned thereon from Escrow
Agent, and thereafter this Agreement shall be null and void and of no further
force or effect, and neither Purchaser nor Seller shall have any further
rights, duties, liabilities or obligations to the other by reason hereof,
except for the Inspection Indemnity, or (ii) waive such objections in writing
to the Seller, and thereafter consummate the transaction contemplated herein
without reduction of the Purchase Price. If Purchaser fails to give timely
notice of its election of either alternative, Purchaser shall be deemed to
have elected the second alternative.
6.3.3 It shall be a condition precedent to the obligation of
Purchaser to consummate its purchase of the Property that Seller convey to
Purchaser good, marketable and insurable fee-simple title to the Land,
Appurtenants and Improvements (collectively, the "Real Property"), subject to
the exceptions to title expressly approved by Purchaser in writing on or
before the Inspection Contingency Date (collectively, the "Permitted
Exceptions"); provided, however, that with respect to any deed of trust, deed
to secure debt, mortgage, assignment of leases, or any other lien or
encumbrance securing money due, Seller may cure such exception to title by
agreeing to discharge the monetary obligation and obtain a termination or
cancellation of the lien evidencing or securing said obligation
contemporaneously with the Closing, provided that Seller does in fact
discharge such monetary obligation and obtain a termination or cancellation of
such lien contemporaneously with the Closing. The foregoing "cure" provisions
shall not apply to the Existing Loan (as defined in Section 10.3) being
assumed by Purchaser.
ARTICLE 7 - TIME AND PLACE OF CLOSING, CLOSING COSTS AND POSSESSION
7.1 The consummation of the transaction contemplated herein shall
take place at the offices of the Escrow Agent, commencing at 10:00 A.M.,
fifteen (15) days after the later of Inspection Contingency Date or approval
by Existing Lender (as defined in Section 10.3), of Buyer's assumption of
Existing Loan, or such other date mutually agreed to by the parties. The
consummation of the transaction contemplated herein and the day such occurs
are referred to in this Agreement as the "Closing" and the "Closing Date".
7.2 As conditions precedent to the obligations of each of the parties
hereto to consummate this transaction, the representations and warranties made
hereunder by the other party shall be, as of the Closing Date, true and
correct and as of the Closing Date there shall have been no material uncured
default by such other party with respect to this Agreement.
7.3 Seller shall pay the costs incident to this transaction specified
in this Agreement to be paid by Seller, Seller's attorneys' fees, and the cost
of the Purchaser's ALTA Extended Coverage policy of title insurance.
Purchaser shall pay the costs incident to this transaction specified in this
Agreement to be paid by Purchaser, Purchaser's attorney's fees, and the fees
and costs of assuming the Existing Loan. Seller and Purchaser shall share
fees of the Escrow Agent equally.
7.4 Possession of the Property shall be given by Seller to Purchaser
at Closing subject to the rights of tenants of the Property.
ARTICLE 8 - ITEMS TO BE DELIVERED AT CLOSING
8.1 At Closing Seller agrees to deliver the following items to
Purchaser:
8.1.1 A duly executed General Warranty Deed in recordable form (the
"Deed"), of the type customarily used for commercial real estate transactions
in the State of Colorado, conveying to Purchaser fee simple title to the Real
Property subject to the Permitted Exceptions, special assessments or bonds,
building and zoning regulations, and existing leases and tenancies, whether or
not of record. Buyer shall pay all applicable governmental documentary fee
and recording fees in connection with the recording of the Deed and transfer
of title to the Property.
8.1.2 A duly executed Xxxx of Sale, without warranty of title or
fitness of use to all Personal Property, pursuant to which Seller will
relinquish, in favor of Purchaser, all such Personal Property subject to the
lien of personal property taxes, if any, for the fiscal year in which the
Closing Date occurs, and subject to all other security interests, liens or
other charges against the Personal Property, whether or not of record.
Purchaser shall pay for, and shall indemnify and hold Seller harmless from,
any sales tax due to the State of Colorado, or any local governmental agency,
with respect to the transfer by Seller to Purchaser of the Personal Property,
and Purchaser's obligation shall survive the Closing.
8.1.3 A duly executed Assignment (the "Assignment of Leases")
assigning to Purchaser the Seller's interest as lessor in the leases with
respect to the Real Property, including the security and other deposits. The
Assignment of Leases will contain an assumption by Purchaser of the landlord's
obligations thereunder arising from and after Closing, and will also contain a
cross--indemnity pursuant to which Seller will indemnify, defend and hold
Purchaser harmless as respects all tenant claims arising out of occurrences
prior to the Closing Date, and pursuant to which Purchaser will indemnify,
defend and hold Seller harmless as respects such claims arising out of
occurrences commencing on or after the Closing Date.
8.1.4 A duly executed Assignment from Seller to Purchaser of all
third-party warranties with respect to the Improvements and equipment on the
Real Property.
8.1.5 The Assignment of Service Contracts pursuant to which Seller
will transfer and assign to Purchaser all of its interest in and to the
Service Contracts which will, in accordance with Section 4.2.1 hereof, remain
in effect after the Closing Date. The Assignment of Service Contracts will
contain an assumption by Purchaser of the obligations thereunder arising from
and after Closing, and will also contain a cross--indemnity pursuant to which
Seller will indemnify, defend and hold Purchaser harmless as respects all
claims on account of the Service Contracts arising out of occurrences prior to
the Closing Date, and pursuant to which Purchaser will indemnify, defend and
hold Seller harmless as respects such claims arising out of occurrences
commencing on or after the Closing Date.
8.1.6 Evidence reasonably acceptable to Purchaser and acceptable to
Escrow Agent as to the due organization and existence of Seller and, if
necessary, as to Seller's authority to do business in Colorado and that those
acting for Seller have full authority to execute documents on behalf of Seller
and consummate this transaction in accordance with the terms of this Agreement
as modified through the Closing.
8.1.7 A letter to the tenants of the Property (the form and content
of which shall be approved by Purchaser, whose approval shall not be
unreasonably withheld), stating that the Property and the Security Deposits
have been conveyed and transferred to Purchaser, and that rent should be paid
to Purchaser or Purchaser's designated agent after Closing.
8.1.8 A Certificate that Seller is not a foreign person or entity as
defined in the Internal Revenue Code of 1986, as amended and Income Tax
Regulations; and a Colorado Form DR 1083 regarding Seller's Status as a
Colorado resident.
8.1.9 A written acknowledgment by any person or entity entitled to
any commissions, fees or payments with respect to the operation, management or
leasing of the Property as to the termination, effective as of the Closing
Date, of any agency, leasing, management or other similar agreement giving any
right or claim to such person or entity to any such commissions, fees or
payments.
8.1.10 A then-current employee list.
8.1.11 A signed certification, attached to a rent roll (current as of
Closing), which will certify the accuracy of the information contained in the
rent roll.
8.1.12 An assignment of all of Seller's right, title and interest in
and to the name "EAGLES LANDING AT CHURCH RANCH APARTMENTS", and an assignment
of all reports, approvals, claims and other intangible property which pertain
to the ownership, occupancy and operation of the Property, together with
copies thereof which are in Seller's possession.
8.1.13 All original leases and tenant records, all original Service
Contracts remaining in effect after the Closing Date, and originals of the
current real estate and personal property tax bills for the Property.
8.1.14 A signed certificate from Seller stating that Seller's
representations and warranties made in this Agreement are true and correct as
of the Closing Date.
8.1.15 An ALTA Extended Coverage Owner's Policy of Title Insurance
for the Property, with exceptions only for the Permitted Exceptions, and with
coverage in the amount of the Purchase Price.
8.1.16 Any other items or documents required to be delivered by
Seller pursuant to this Agreement or deemed reasonably necessary or
appropriate by Purchaser's and Seller's counsel in connection with this
transaction.
8.2 At Closing, Purchaser agrees to deliver the following items to
Seller:
8.2.1 The Purchase Price in the manner specified in Section 2.1.5
hereof.
8.2.2 A duly executed Assignment of Leases and Assignment of Service
Contracts.
8.2.3 Any other items and documents required to be delivered by
Purchaser pursuant to this Agreement or deemed reasonably necessary or
appropriate by Purchaser's and Seller's counsel in connection with this
transaction.
8.3 At Closing, both parties agree to sign and deliver Closing
Statements evidencing the prorations between Seller and Purchaser and
disbursements made in connection with this transaction.
8.4 The foregoing Deliveries and the Closing shall be accomplished
through the Escrow Agent.
ARTICLE 9 - PRORATIONS, SECURITY DEPOSITS, AND OTHER ADJUSTMENTS
9.1 All items of income and expense with respect to the Property
shall be prorated between Seller and Purchaser at Closing. Seller shall be
entitled to receive all income from the Property, and shall be obligated to
pay all expenses of the Property, for all time periods through and including
the day prior to the Closing Date, and Purchaser shall be entitled to receive
all such income and shall be obligated to pay all such expenses commencing on
the Closing Date.
9.2 Except with respect to rent prorations pursuant to Section 9.5,
and prorations which are incomplete or incorrect as the result of mutual
mistake of both parties, or fraud perpetrated by one party, all prorations
shall be final.
9.3 Real property taxes and personal property taxes shall be prorated
based on the most recent tax bills. In addition, any payments received by
Seller with respect to any third-party rights or any payments made by Seller
with respect to any rights obtained from any third-party, which pertain to the
ownership and operation of the Property (by way of illustration, only, advance
payments received by Seller on account of laundry-equipment installation on
the Property, or advance payments made by Seller in connection with rights to
use adjacent property), shall be pro-rated as between Seller and Purchaser
with respect to the applicable time period for which such payments were to be
applied, in accordance with any written agreements with respect thereto as
between Seller and any such third party.
9.4 At the Closing, Seller shall pay to Purchaser a sum equal to the
aggregate of any prepaid rents and the Security Deposits in existence on the
Closing Date, in the amounts set forth in the rent roll provided to Purchaser
pursuant to Section 4.1.4, above (without any deduction except for amounts of
delinquent rent and amounts paid to refund tenants' security deposits), and
thereafter Purchaser shall hold and apply the Security Deposits as the tenant
leases require.
9.5 Any rent which is due as of the Closing that is collected during
the first 30 days after the Closing by either Seller or Purchaser shall be
allocated, and paid, as between Seller and Purchaser, when received and in the
following order: First to rent which is due and unpaid for the period from the
Closing Date to the date of collection, next to rent which is due and unpaid
for the remainder of the month following the Closing Date month, and next to
rent which is due and unpaid for any period prior to the Closing Date. Any
amounts received by either party on account of such rents shall be accounted
for, and any monies owed by either party to the other shall be remitted to the
other party, within thirty (30) days of receipt.
9.6 The Purchase Price shall be reduced by the outstanding balance
due, on the Closing Date, of any assessments under any special improvement
district assessments or bonds.
9.7 At the Closing, any net adjustment in favor of Seller shall be
paid by immediately available funds, and any net adjustment in favor of
Purchaser shall be paid by setoff against the Purchase Price due at Closing.
ARTICLE 10 - PURCHASER'S INSPECTIONS AND FINANCING
10.1 For a period of time commencing on the Effective Date and ending
at 5 P.M. MST on the Inspection Contingency Date (as defined in Section 3.2)
Purchaser and its agents and representatives shall be permitted to make a
physical inspection of the Property and an investigation of all records and
financial data reasonably requested by Purchaser pertaining to Seller's
ownership and operation of the Property. Subject to such inspection,
Purchaser shall determine whether the physical, financial, and general
condition of the Property is in Purchaser's estimation, satisfactory for
operation and ownership by Purchaser in the manner and on the basis
contemplated by Purchaser. If Purchaser, in its sole discretion, determines
that such physical, financial and general condition of the Property is not
satisfactory, then Purchaser shall on or before the Inspection Contingency
Date so notify Seller and Escrow Agent in writing, in which event the
provisions of Section 3.2 shall control. If Purchaser fails to notify Seller
in writing on or before the Inspection Contingency Date that the Property is
satisfactory, Purchaser shall be deemed to have notified Seller and Escrow
Agent that the Property is satisfactory and that this condition precedent has
been satisfied.
10.2 For the period ending at 5 P.M. MST on the Inspection
Contingency Date, Purchaser and its agents and representatives shall have the
right to review the Title Commitment and the Survey. Subject to such
inspection, Purchaser shall determine whether title to the Property is
satisfactory. If Purchaser, in its sole discretion, determines that title to
the Property is not satisfactory, then Purchaser shall on or before the
Inspection Contingency Date so notify Seller and Escrow Agent in writing, in
which event the provisions of Section 3.2 shall control. If Purchaser fails
to notify Seller in writing on or before the Inspection Contingency Date that
the Property is satisfactory, Purchaser shall be deemed to have notified
Seller and Escrow Agent that the Property is satisfactory and that this
condition precedent has been satisfied. Notwithstanding the foregoing,
Purchaser's satisfaction of this condition precedent is subject to the
Seller's cure of any of Purchaser's objections to the condition of title,
within the time period and subject to all such other terms set forth in
Section 6.3.
10.3 No later than the Inspection Contingency Date, Purchaser and his
agents and representatives shall exercise all good faith and due diligence to
obtain a written commitment from Allstate Life Insurance Company (the
"Existing Lender") which holds a promissory note in the original principal
balance of $11,000,000.00 ("Existing Loan") which is secured by a mortgage
against the Land, Appurtenants and Improvements, to assume said loan. If by
the time of the Inspection Contingency Date Purchaser has not obtained the
consent of the Existing Lender to Buyer's assumption of the Existing Loan,
then Purchaser shall, on or before the Inspection Contingency Date, so notify
Seller, in which event the provisions of Section 3.2 shall control. If
Purchaser fails to so notify Seller on or before the Inspection Contingency
Date, Purchaser shall be deemed to have notified Seller that it has satisfied
the financing condition set forth in this Section 10.3 and that this condition
precedent has been satisfied.
ARTICLE 11 - CONDEMNATION
11.1 If prior to the Closing any part of the Real Property is taken
by condemnation or eminent domain or there is a bona fide threat thereof, or
there is any taking of land lying in the bed of any street, road, highway or
avenue, open or proposed, in front of or adjoining all or any part of the
Land, then Purchaser may, at its option, terminate this Agreement, (in the
manner as provided for in Section 12.2, below, with Purchaser giving notice to
Seller within fifteen (15) days after Purchaser is informed that a
condemnation of all or any part of the Real Property is taken or is
threatened), in which event the Deposits shall be returned to Purchaser and
thereupon this Agreement shall be null and void and of no further force or
effect, and neither Purchaser nor Seller shall have any further rights,
duties, liabilities and obligations to the other by reason thereof, except for
the Inspection Indemnity.
11.2 If this Agreement is not terminated by Purchaser, Purchaser
shall accept title to the Property subject to such taking or threat thereof,
in which event at the Closing the proceeds of the award or payment shall be
assigned by Seller to Purchaser and any moneys theretofore received by Seller
in connection with such taking or threat thereof shall be paid over to
Purchaser.
ARTICLE 12 - CASUALTY LOSS
12.1 If, prior to the Closing Date, there is damage to the Real
Property by fire or other casualty, whether or not insured against by Seller
under its property damage insurance policy, Seller shall promptly give
Purchaser notice of such fact, and if there is $50,000.00 or more of such
damage, Purchaser may elect to terminate this Agreement within thirty (30)
days after receiving written notice from Seller of the occurrence of such
casualty.
12.2 If pursuant to Section 12.1 Purchaser so elects to terminate
this Agreement, it shall give Seller and Escrow Agent written notice thereof
and the Deposits and all interest earned thereon shall be returned by Escrow
Agent to Purchaser, and upon such return, this Agreement shall terminate and
be null and void and of no further force or effect, and neither Purchaser nor
Seller shall have any further rights, duties, liabilities or obligations to
the other hereunder, except for the Inspection Indemnity. Failure of the
Purchaser to so notify Seller within said thirty (30) days that Purchaser has
elected to terminate this Agreement shall be deemed to mean that Purchaser has
not elected to terminate this Agreement.
12.3 If Purchaser does not elect to terminate this Agreement pursuant
to Section 12.1, or if prior to the Closing Date there is less than $50,000.00
of damage to the Real Property by fire or other casualty, this Agreement shall
not terminate, and Purchaser at Closing shall pay the full Purchase Price less
the amount of the applicable deductibles under Seller's hazard insurance
policy, and Purchaser shall receive all insurance proceeds payable as a result
of such damage to the Property. In the event there is damage to the Property
which is not insured against and Purchaser has not elected to terminate this
Agreement as a result of such damage, the Purchase Price shall be reduced by
the amount of such uninsured damage.
12.4 Seller shall not settle any fire or casualty loss claims or
agree to any award or payment in condemnation or eminent domain or any award
or payment in connection with the change in grade of any street, road, highway
or avenue in respect of or in connection with the Property without obtaining
Purchaser's prior consent in each case.
ARTICLE 13 - REMEDIES
13.1 Seller's sole remedy for Purchaser's default in consummating the
transaction contemplated in this Agreement shall be to enforce the payment of
the Deposits and all interest earned thereon. The Deposits and all interest
earned thereon shall constitute Seller's liquidated damages, it being
otherwise difficult or impossible to estimate Seller's actual damages.
Seller hereby waives any right to specific performance, injunctive relief or
other relief to cause Purchaser to perform its obligations under this
Agreement, or to damages in excess of said liquidated damages occasioned by
Purchaser's default under this Agreement. Seller and Purchaser acknowledge
that it is impossible to estimate the actual damages Seller would suffer
because of Purchaser's default, but that the liquidated damages provided
herein represent a reasonable estimate of such actual damages and Seller and
Purchaser therefore intend to provide for liquidated damages as herein
provided, and that the agreed-upon liquidated damages are not punitive or
penalties and are just, fair and reasonable. Except for a termination of this
Agreement which arises solely as the result of the passage of time, Seller
shall give Purchase notice of any default and a reasonable time in which to
cure such default (in no event to exceed 15 business days.)
13.2 If the sale contemplated by this Agreement is not consummated
due to default of Seller, Purchaser shall have the right to elect as its sole
remedy either (i) the termination of this Agreement by giving notice thereof
to Seller and Escrow Agent and upon such notice the Deposits and all interest
earned thereon then held by Escrow Agent or Seller shall be returned to
Purchaser and thereafter this Agreement shall be null and void and of no
further force or effect and neither Purchaser nor Seller shall have any
further rights, duties, liabilities or obligations to the other by reason
hereof, or (ii) the institution of a suit against Seller for specific
performance of Seller's obligations hereunder or for Purchaser's recovery of
its' out-of-pocket expenses reasonably incurred in connection with the
performance of the due diligence inspections of the Property and other items
described hereinabove, and in connection with obtaining the financing
described in Section 10.3, above, and Purchaser's reasonable attorneys' fees.
Except as set forth above, in no event shall Seller be liable for any money
damages to Purchaser and Purchaser expressly waives any right thereto.
ARTICLE 14 - ACCESS
14.1 Purchaser and its agents and representatives shall have the
right to enter upon the Real Property at any reasonable time prior to the
Closing Date for any lawful purpose including, without limitation,
verifications of information, investigations, tests and studies, and during
such period Seller shall furnish to Purchaser all information concerning the
Property that Purchaser may reasonably request. Purchaser hereby agrees to
indemnify, defend and hold Seller harmless from any damage to persons or
property occasioned by Purchaser's and its agent's and representative's
actions on the Real Property pursuant to this Section 14.1, except for damage
or injury caused by Seller's negligence or willful misconduct and damage
resulting from Purchaser's discovery of any information which might have an
adverse economic effect on the Real Property (including, but not limited to,
economic damage to the Seller arising from discovery of hazardous materials on
the Real Property); provided, however, that without Seller's express prior
written consent (whose consent may be withheld in its absolute and sole
discretion), Purchaser shall not disclose to any third party (other than
Purchaser's attorneys, appraisers, lenders, prospective investors, and others
as may be required by law, or in any legal proceeding between Seller and
Purchaser with respect to this Agreement and/or the Property), any information
that is obtained or made known to Purchaser which might have an adverse
economic effect on the Real Property, and the obligation and liability of
Purchaser herein shall survive the Closing and any termination of this
Agreement. The indemnity set forth in the previous sentence is herein
referred to as the "Inspection Indemnity" which shall survive the Closing and
any termination of this Agreement.
ARTICLE 15 - LIKE KIND EXCHANGES
15.1 Seller reserves the right to structure its disposition of the
Property, and Purchaser reserves the right to structure its acquisition of the
Property, as a like-kind exchange pursuant to Section 1031 of the Internal
Revenue Code, and each of them hereby reserve the right to assign their
respective rights (but not their obligations) hereunder to an intermediary
party in connection with such exchange. Each party agrees to cooperate with
the other in such exchange; provided, however, that neither party shall be
obligated to accept title to any other property other than the Property or to
incur any additional cost, delay or expense in connection with the other
party's like-kind exchange.
ARTICLE 16 - NOTICES
16.1 All notices, demands, consents, approvals and other
communications which are required or desired to be given by either party to
the other hereunder shall be in writing and shall be either hand-delivered or
sent by facsimile, by Federal Express, or by other similar overnight delivery
service, charges prepaid, addressed to the appropriate party at its address
set forth below, or at such other address as such party shall have last
designated by notice to the other. Notices, demands, consents, approvals, and
other communications shall be deemed given when hand-delivered, upon
transmission of a facsimile with a receipt from the transmitting facsimile
machine reflecting successful transmission (if sent by facsimile), or one (1)
business day after being delivered to FedEx or similar overnight courier
service, as follows:
To Purchaser:
-------------
c/o Xxx X. Xxxxx
First Pacific Investments
Xxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
With a copy to:
Xxxxx X. Xxxxxx, Esq.
Xxxxxx & Xxxxxxx LLP
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
To Seller:
----------
Xx. Xxxxxxx X'Xxxxxx
Eagles Landing, LLC
0000 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
With a copy to:
Xxxxxx and Xxxxx, PC
0000 Xxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxx Xxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
To Escrow Agent:
-----------------
North American Title Company
00 Xxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: _____________
Telephone: 000-000-0000
Facsimile: 000-000-0000
ARTICLE 17 - BROKERS
17.1 Seller and Purchaser each hereby represents and warrants to the
other that the representing and warranting party has not dealt with any real
estate agent or broker in connection with the transaction contemplated in this
Agreement except Xxxx Xxxxx and Xxxx Xxxxxxx of CB Commercial Real Estate
Group, Inc. (hereinafter referred to as the "Broker"). The Broker has acted
as agent for Seller, and not Purchaser, and is to be paid a real estate
commission by Seller in the amount of one and one-half percent (1.5%) of the
Purchase Price, but only in the event that the transaction contemplated herein
is closed and consummated. Broker joins in the execution of this Agreement to
acknowledge and agree to the terms and provisions of this Section 17.1, and to
acknowledge and agree that this Agreement may be amended without the necessity
of Broker joining in the execution of such amendment provided that such
amendment in no form or fashion varies or changes Broker's entitlement to its
real estate commissions as herein provided. Seller and Purchaser each hereby
represents and warrants to the other that, except as set forth in the previous
portion of this Section 17.1, the warranting party is not paying any real
estate commission, fee or compensation to any real estate agent or broker in
connection with the transaction contemplated in this agreement.
17.2 Seller hereby agrees to indemnify, defend and hold Purchaser
harmless from and against any claim for real estate commission or other
compensation made by the Broker.
17.3 In the event any other claim(s) for real estate commissions,
fees or compensation arise in connection with this transaction, the party so
incurring or causing such other claim(s) shall indemnify, defend and hold
harmless the other party from any loss or damage which said other party
suffers because of said other claim(s).
ARTICLE 18 - MISCELLANEOUS
18.1 This Agreement constitutes the entire Agreement between the
parties and cannot be changed or modified other than by a written agreement
executed by both parties.
18.2 The provisions of this Agreement shall extend to, bind and inure
to the benefit of the parties hereto and their respective personal
representatives, heirs, successors, and assigns.
18.3 Notwithstanding any provisions to the contrary, whether
expressed or implied, Purchaser shall have the right to assign this Agreement
to any person and Seller shall accept the performance of Purchaser's
obligations hereunder by any such assignee or assignees; provided that such
assignee is an entity controlled by Purchaser or otherwise possesses
substantially equal or greater financial strength as Purchaser or has been
pre-approved by the Existing Lender to assume obligations of the Existing
Loan. If this Agreement is assigned, any reference in this Agreement to
Purchaser shall thereafter be deemed to refer to such assignee or assignees.
18.4 The provisions of this Agreement shall survive the Closing and
the delivery of the Deed. Seller shall, at or after the Closing, and without
further consideration execute, acknowledge and deliver to Purchaser such other
documents and instruments, and take such other actions, as Purchaser shall
reasonably request or as may be necessary more effectively to transfer to
Purchaser the Property in accordance with this Agreement.
18.5 The Purchaser reserves the right to waive, in whole or in part,
any provision hereof which is for the benefit of Purchaser, all such waivers
are only effective if in writing delivered to Seller.
18.6 Irrespective of the place of execution or performance, this
Agreement shall be governed by and construed in accordance with the laws of
the State of Colorado.
18.7 Venue for any legal proceeding which is commenced with respect
to this Agreement, or the subject matter contained herein shall be commenced
in the courts of the State of Colorado.
18.8 This Agreement shall be construed without regard to any
presumption or other rule requiring construction against the party causing
this Agreement to be drafted.
18.9 If any words or phrases in this Agreement shall have been
stricken out or otherwise eliminated, whether or not any other words or
phrases have been added, this Agreement shall be construed as if the words or
phrases so stricken out or otherwise eliminated were never included in this
Agreement and no implication or inference shall be drawn from the fact that
said words or phrases were so stricken out or otherwise eliminated.
18.10 All terms and words used in this Agreement, regardless of the
number or gender in which they are used, shall be deemed to include any other
number and any other gender as the context may require.
18.11 Time is of the essence of this Agreement and each term and
provision hereof.
18.12 In the event of any litigation between Seller and Purchaser
concerning the subject matter of this Agreement, the prevailing party shall be
paid by the non-prevailing party all its costs and expenses, including,
without limitation, actual attorney's fees and reasonable costs incurred
incident to such litigation.
18.13 This Agreement may be executed in more than one counterpart,
each of which shall be deemed an original, but all together shall be only one
document. Signatures to this Agreement may be delivered by facsimile
transmission which transmission copy shall be considered an original and shall
be binding and enforceable against the parties.
18.14 The captions of this Agreement are inserted for convenience of
reference only and do not define, describe or limit the scope or intent of
this Agreement or any term hereof.
18.15 If the time period for the performance of any act called for
under this Agreement expires on a Saturday, Sunday or any other day on which
banking institutions in Colorado are authorized by law or executive order to
close (a "Holiday), the act in question may be performed on the next
succeeding day that is not a Saturday, Sunday or Holiday.
xxxxxxxxxxxxxxx
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date which is the second of the dates set forth below
that this Agreement has been signed by Purchaser or Seller.
SELLER:
Date: March ___, 1998 EAGLES LANDING, LLC
a Colorado limited liability company
By: ____________________
Xxxxxxx X. X'Xxxxxx
Manager
PURCHASER:
Date: March ___. 1998
________________________
Xxx X. Xxxxx
BROKER:
Date: March ___. 1998 CB COMMERCIAL REAL ESTATE GROUP, INC.
By:
Name:
Title:
North American Title Company joins in the execution of this Agreement for the
purpose of acknowledging the agreement as to the escrow of the Deposit.
ESCROW AGENT:
NORTH AMERICAN TITLE COMPANY OF COLORADO
By:
Name:
Title:
EXHIBIT "A"
(Legal Description)
