Exhibit 10.26
PURCHASE AGREEMENT
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SELLER: Charis Hospital, L.L.C., a Louisiana limited liability company
(Taxpayer Identification No. _____________), domiciled in East
Baton Rouge Parish, Louisiana, having a mailing address of 0000
Xxxxxxx Xxxx, Xxxxx Xxxxx, Xxxxxxxxx 00000, herein represented by
its duly authorized officer.
BUYER: Dynacq International, Inc., a Nevada corporation Taxpayer
Identification No. 000000000, domiciled in Xxxxxx County, Texas,
having a mailing address of 0000X Xxxxx, Xxxxxxxx, Xxxxx 00000
herein represented by its duly authorized officer.
PROPERTY: Charis Hospital, a facility presently used for the operation of a
psychiatric hospital, consisting of several buildings located on
14 acres of land, more or less, located at 0000 Xxxxxxx Xxxx, in
the City of Baton Rouge, East Baton Rouge Parish, Louisiana, and
more fully described on Exhibit "A" attached hereto.
1 Agreement to Sell and Consideration. Seller shall sell and convey to Buyer
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and Buyer shall purchase from Seller upon the terms and conditions set forth in
this purchase agreement ("Agreement") the following described property. Buyer
agrees to pay and Seller agrees to accept as full consideration for the
conveyance of the Property the sum of Three Million Four Hundred Thousand
($3,400,000.00) Dollars (the "Purchase Price") payable in cash or by wire
transfer at the closing of the sale contemplated herein ("Closing"):
1.1 The real property described more fully in Exhibit "A" which is
attached hereto and incorporated herein by reference, including without
limitation, all right, title, and interest, if any, of Seller in and to any
easements appurtenant thereto and all covenants, licenses, privileges and
benefits thereto belonging, and all right, title and interest, if any, of
Seller in and to any land lying in the bed of any street, road, fire lane
or avenue opened or proposed in front of or adjoining the real property, to
the center line thereof, all of which shall hereinafter be referred to as
the "Real Property."
1.2 The "Improvements," which include all improvements and fixtures
attached to the Real Property.
The Real Property and Improvements shall collectively be referred to as the
"Property".
2 Deposit.
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2.1 Terms of Deposit. Upon the execution of this Agreement by Buyer, Buyer
shall deposit with the escrow agent described in Section 21 hereof (the
"Escrow Agent") the sum of $75,000.00, or in Buyer's discretion, a check
for such sum made payable to Seller (the "Deposit"). Interest earned on the
Deposit, if any, shall be considered part of the Deposit.
2.2 Application of Deposit. The Deposit shall be applied to the payment of
the Purchase Price at Closing, or in the event of a default by either
Seller or Buyer, or in the event of a termination or if the conditions set
out in Section 2.5 are applicable, then in accordance with this Agreement.
2.3 Xxxxxxx Money. The Deposit shall not constitute xxxxxxx money as
defined in Louisiana Civil Code article 2624.
2.4 Reporting of Earnings. The Escrow Agent is authorized to report the
earnings on the Deposit to the Internal Revenue Service for the account of
Buyer. Buyer represents that its federal tax identification number as set
forth above.
2.5 Escrow of Purchase Agreement. After execution by Buyer, Buyer shall
deposit this Agreement with the Escrow Agent to be held in escrow and
released to Seller upon receipt of Seller's executed original of this
Agreement. Prior to Seller's execution of Agreement, Escrow Agent will
return to Buyer the Deposit, and Buyer's executed original(s) of the
Agreement (i) upon receipt of written request of Buyer; or (ii) upon
receipt of written notification from Buyer that Seller is not planning to
execute the Agreement.
3 Due Diligence.
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3.1 Due Diligence Materials. Buyer has begun its investigation of the
Property and its review of certain documents pertaining to the Property it
has deemed necessary and appropriate. Seller shall provide Buyer such
additional documents (including originals of same if available) as Buyer
shall reasonably request. Without limiting its right to request additional
materials, Buyer hereby requests those documents set out on Exhibit "B"
hereto. All documents and materials provided to Buyer by Seller shall
hereafter be referred to as "Due Diligence Materials". In addition, Seller
agrees that at all times prior to the Closing, Buyer and its
representatives including without limitation, the Permitted Outside
Parties, shall be given adequate opportunity to inspect and investigate the
Property, all improvements thereon and all aspects relating thereto, and
shall have the right to conduct any inspections, studies or tests that
Buyer reasonably deems appropriate.
3.2 Inspection Obligations. Buyer and its agents and representatives
including without limitation, the Permitted Outside Parties shall: (a) not
unreasonably disturb the patients and operations of the Property or
interfere with the use of the Improvements; (b) not interfere with the
maintenance of the Property; (c) not damage any part of the Property; (d)
not injure or otherwise cause bodily harm to Seller, its agents,
contractors and employees or any tenant of the Property; (e) maintain
general liability (occurrence) insurance in terms and amounts satisfactory
to Seller covering any accident arising in connection with the presence of
Buyer, its agents and representatives on the Property; (f) promptly pay
when due the costs of all tests, investigations, and examinations done with
regard to the Property; (g) not permit any liens to attach to the Property
by reason of the exercise of its rights hereunder; (h) restore the Property
to the condition in which the same was found before any such inspection or
tests were undertaken; and (i) not reveal or disclose any information
obtained from Seller concerning the Property to anyone outside Buyer's
organization other than Permitted Outside Parties, as that term is defined
below. Buyer indemnifies and holds Seller harmless from and against any and
all liens, claims, causes of action, and expenses (including reasonable
attorneys' fees) arising out of any violation of the provisions of this
Section 3.2.
3.3 Confidentiality. Buyer shall keep confidential, to the extent
permitted by law, all information coming into Buyer's possession as a
result of activities performed hereunder, provided that Buyer may disclose
such information to the Permitted Outside Parties as provided herein.
4 Application of Deposit, Order From Bankruptcy Court, and Closing.
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4.1 Application of Deposit. If all conditions to Closing are met, and
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Buyer does not terminate this Agreement as provided for in Sections 4, 6,
9, 14, 16 or as otherwise provided herein, or if the conditions set out in
Section 2.5 are not applicable, then Buyer's Deposit shall be applied to
the Purchase Price at Closing.
4.2 Order from Bankruptcy Court. As a condition to Closing in favor of
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Buyer, the U. S. Bankruptcy Court for the Middle District of Louisiana in
In re: Charis Hospital, LLC, No. 01-10616, shall have issued an order for
the sale of the Property to Buyer free and clear of all liens, and no stay
pending appeal has been issued as of the Closing. If the U. S. Bankruptcy
Court has not issued such order on or before October 26, 2001, Buyer may,
at its sole option and at any time thereafter, terminate this Agreement and
receive the return of its Deposit, or may proceed to close after
satisfaction of said condition.
4.3 Closing. The Closing shall occur no more than thirty (30) days after
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the date on which the order referenced in Section 4.2 has become final and
non-appealable. The date upon which the Closing occurs shall be herein
referred to as the "Closing Date". Notwithstanding anything forgoing to the
contrary, in the event fire or other casualty, or condemnation proceedings,
damage to any portion of the Property, the Closing automatically will be
postponed without the payment of any additional sum pending a determination
of the cost of restoration or replacement in accordance with the Section of
this Agreement detailing the rights and obligations of the parties in the
event of such casualty or condemnation.
4.4 Location of the Closing. The Closing will be held at the local office
of Buyer's attorneys, Xxxxxx Xxxxxx LLP, 000 Xxxxx Xxxxxxxxx, 0/xx/ Xxxxx,
Xxxxx Xxxxx, Xxxxxxxxx 00000; provided, however that the Closing may be
completed through escrow and neither Seller nor Buyer shall be required to
attend the Closing in the person of a duly authorized representative.
4.5 Closing Expenses of Buyer. The following Closing expenses shall be
paid by Buyer: premium for the Owner's policy of title insurance to the
extent not paid by Seller, and fees in connection therewith including
abstract, legal, and notary fee; not paid by Seller, recording charges;
fees in connection with the inspection of the Property, including, but not
limited to engineering fees, survey fees and costs of an Environmental
Audit; and fees of Buyer's
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attorney.
4.6 Closing Expenses of Seller. The following Closing expenses shall be
paid by Seller: one-half the premium for the Owner's title insurance policy
up to a maximum of $4,550.00, the cost to recertify the existing survey or
cost of new survey, up to the sum of $1,500.00.
5 Title. Seller shall convey valid and merchantable title to the Property
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free and clear of all liens, mortgages, or encumbrances with the exception of
the Permitted Encumbrances ("Permitted Encumbrances"), being defined as those
items that may exist which Buyer has indicated in writing are acceptable to
Buyer.
6 Title Inspection. First American Title Insurance Company has delivered to
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Buyer a preliminary report or title commitment covering the Property (the "Title
Report"), together with copies of all documents (collectively, the "Title
Documents") referenced in the Title Report. In addition, Buyer has received or
will receive an updated, recertified or new survey of the Property. In addition,
Buyer shall have updates to the Title Report and a Title Policy prepared
covering periods through the Closing Date. Buyer shall provide to Seller its
objections to seller's title revealed by the Title Report, Title Documents,
Title Policy, survey and any update to any of the foregoing. Without limiting
the foregoing, Buyer shall have the right to object to any encumbrances
affecting the title arising as a matter of law (such as a lien) or which were
filed in the conveyance and mortgage records of the Clerk of Court for the
parish where the Property is located and arising after the effective dates of
the Title Report, Title Policy, and any updates. Seller shall, at Seller's sole
cost and expense, promptly undertake to correct all objections; provided,
however, Seller shall have no obligation to expend more than $5,000.00 to cure
such title objections. Further, such title objections may be cured by Seller
causing First American Title Insurance Company to provide affirmative title
insurance over such claims in a manner satisfactory to Buyer.
In the event that Seller does not satisfy all such title requirements
within the time fixed for Closing, Seller and Buyer may agree (a) to extend the
time period to a mutually acceptable date; or (b) Buyer may, in its discretion
(i) accept Seller's title subject to objections, or (ii) terminate the
Agreement, in which latter event Seller shall instruct the Escrow Agent to
return to Buyer its Deposit in full, and Buyer and Seller shall have no further
obligations to each other.
7 Limitation Related to Due Diligence Materials. Buyer acknowledges that any
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and all of the Due Diligence Materials are proprietary, and confidential in
nature and will be delivered to Buyer solely to assist Buyer in determining the
feasibility of purchasing the Property. Buyer agrees not to disclose the Due
Diligence Materials, or any of the provisions, terms or conditions thereof, to
any party outside of Buyer's organization except as to its attorneys,
accountants, lenders, representatives of or any regulatory agency participating
in the process of licensing health care facilities, or investors including
without limitation medical doctors or groups or representatives of same
(collectively, the "Permitted Outside Parties"). Buyer further agrees that
within its organization, or as to the Permitted Outside Parties, the Due
Diligence Materials shall be disclosed and exhibited only to those persons
within Buyer's organization or as to the Permitted Outside Parties who are
responsible for determining the feasibility of Buyer's acquisition of the
Property. Buyer shall return all of the Due Diligence Materials, any and all
copies Buyer has made of the Due Diligence Materials, and all copies of any
studies, reports or test results obtained by Buyer in connection with its
inspection of the Property, on the first to occur of (a) such time as Buyer
determines that it shall not acquire the Property, or (b) such time as this
Agreement is terminated for any reason other than Seller's default. Buyer hereby
acknowledges that Seller has not made and does not make any warranty or
representation regarding the truth or accuracy of the Due Diligence Materials or
the source thereof. Seller has not undertaken any independent investigation as
to the truth or accuracy of the Due Diligence Materials and is providing the Due
Diligence Materials solely as an accommodation to Buyer; in permitting the
Permitted Outside Parties to review such Due Diligence Materials or information
to assist Buyer. Buyer acknowledges that no third party benefits or
relationships of any kind, either express or implied, have been offered, or are
intended or created by Seller in connection with the delivery of the Due
Diligence Materials and any such claims are expressly rejected by Seller. The
providing of the Due Diligence Materials shall not be construed as a
representation or warranty as to the condition of the Property or its value.
Notwithstanding anything foregoing to the contrary, Seller agrees to notify
Buyer if Seller knows that any of the Due Diligence Materials contain one or
more material false statements or materially misleading statements when the Due
Diligence Materials are considered as a whole.
8 Broker Fees. Buyer and Seller each represent and warrant that it has not
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dealt with a broker or other real estate agent in connection herewith and that
there are no broker's, finder's or other fee which will be due or payable in
connection with this transaction.
9 Representations and Warranties.
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9.1 Representations, Warranties and Covenants of Seller. Seller hereby
makes the following representations, warranties and covenants to Buyer:
(a) Employment Matters. Seller will terminate the employment of all
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employees of Seller whose duties pertain solely to the Property
immediately prior to the Closing, and represents and warrants that
there are no claims which may be asserted against Buyer by any such
employees for any matter arising prior to or after Closing based on a
claim arising out of or resulting from a claim of past employment by
Seller or a continuing employment relationship with Buyer arising out
of Buyer's acceptance of conveyance of title to the Property.
(b) Litigation. There is no material pending or threatened, action,
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litigation, condemnation or other proceeding against the Property or
against Seller with respect to the Property, which would prevent
Seller from conveying the Property to Buyer, or which would result in
an encumbrance upon the Property, following the issuance of the order
referenced in Section 4.2 herein and the conveyance to Buyer at the
Closing.
(c) Contracts. Seller has not entered into any and has no knowledge of any
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service contracts, equipment leasing contracts or other contracts
relating to the Property (including without limitation, medical
service, commission, leasing, management) which will be in force after
the Closing, except for the Contracts. As used in this Agreement, the
"Contracts" shall be deemed to mean, collectively the contracts
described on Exhibit "C" attached hereto and made a part hereof
(d) Due Authority. This Agreement and all agreements, instruments and
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documents herein provided to be executed or to be caused to be
executed by Seller are, or on the Closing Date will be, duly
authorized, executed and delivered by and are binding upon Seller.
(e) Reliance on Documents. To the best of Seller's knowledge the Due
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Diligence Materials delivered and to be delivered by Seller to Buyer,
or made available for inspection and copying by Buyer, pertaining to
Buyer's review and analysis of the Property are the originals of or
true and complete copies of the documents and to Seller's actual
knowledge do not contain material misstatements. The documents have
been relied on in the operation, management and maintenance of the
Property, and with respect to those documents dated within six (6)
months of the Closing Date, Seller continues to rely on in the
operation, management and maintenance of the Property.
(f) Authority of Seller. Seller is a limited liability company duly
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organized and validly existing and in good standing under the laws of
the State of Louisiana and has the authority to own and convey the
Property. Seller has all requisite power to own all of its properties
and assets and to carry on its business as presently conducted. The
execution, delivery and performance of this Agreement has been duly
and validly authorized by all necessary action of Seller. This
Agreement and all other documents and agreements to be executed by
Seller in the performance of this Agreement are and will be valid and
binding obligations of Seller, enforceable against Seller in
accordance with their respective terms.
(g) Title. Seller holds fee simple title to the Property, and to Seller's
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knowledge, such fee simple title is free and clear of all liens,
encumbrances, security interests, charges, adverse claims and other
exceptions to title, except for the Permitted Encumbrances or will be
free and clear of all liens, encumbrances, security interests,
charges, adverse claims and other exceptions following the issuance of
the order referred in Section 4.2.
(h) Compliance with Laws. Seller does not have any knowledge that the
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Property is not in compliance in any material respect with all
applicable local, state and federal laws and regulations applicable to
hospitals and otherwise applicable to Property used for medical
purposes, building codes, safety and fire, environmental, zoning and
land use laws, and other applicable local, state and federal laws,
ordinances, regulations and requirements, (either directly or as a
legal conforming use) including without limitation the Americans With
Disabilities Act, applicable to the ownership and operation of the
Property unless disclosed to Buyer in writing. Seller has not received
any notice of any violation, defect or inadequacy in connection with
the Property or its operation from any government or quasi-government
entity or insurance company or board of fire underwriters which
remains uncured.
(i) No Defaults in Other Agreements. To Seller's knowledge, neither Seller
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nor any other party is in material default under any contract which
will affect the Property after the issuance of the order referenced in
Section 4.2 and the conveyance of the Property to Buyer, and no event
exists which, with the passage of time or the giving of notice or
both, will become a material default by a party to any contract which
will affect the Property after the issuance of the order referenced in
Section 4.2 and the conveyance of the Property to Buyer. To Seller's
knowledge, Seller is in compliance in all material respects with the
terms and provisions of the covenants, conditions, restrictions,
rights-of-way or easements affecting the Property.
(j) Eminent Domain or Government Action. To Seller's knowledge, there is
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no existing or proposed or threatened eminent domain or similar
proceeding, or private purchase in lieu of such a proceeding which
would affect the Property in any material way. To Seller's knowledge,
there is no existing or proposed or threatened
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environmental, zoning or other land use regulation proceeding,
instituted or planned to be instituted, or development of adjacent
property, which would detrimentally affect the use or operation of the
Property for its present purpose, nor has Seller received notice of
any special assessment proceeding affecting the Property.
(k) Licenses, Permits, Certificates. All permits, certificates of
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occupancy, business licenses and all other notices, licenses, permits,
certificates and authority required in connection with the use or
occupancy of the Property have been obtained and are in full force and
effect and in good standing. Without limiting the foregoing, Seller
represents and warrants that it has obtained and maintained all
permits and licenses necessary to operate the Property as a hospital
and medical provider facility.
(l) Taxes and Assessments. All real property taxes relating to the
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Property, excepting those for the current tax year which are not yet
overdue (i.e., which are still payable without interest or penalty),
have been paid in full, or will be paid in full in association with a
confirmed plan of reorganization for Seller in In re: Charis hospital,
LLC, No. 01-10616.
(m) Physical Condition. To Seller's knowledge, there are no material
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latent defects in the Improvements which have not been or will not
have been disclosed by Seller. For purposes of this paragraph, (latent
defect does not include matters arising solely due to the age of the
Property).
(n) Mechanic's Liens. All bills and claims for labor performed and
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materials furnished to or for the benefit of the Property currently
due and contracted for by Seller or its manager have been paid in
full, and there are no mechanic's or materialmen's liens (whether or
not perfected) on or affecting the Property as a result of labor
performed or materials furnished and contracted for by the Seller or
its manager. At or as of Closing, Seller will execute and deliver to
First American Title Insurance Company such affidavits as may be
required by that firm to issue an Owner's policy of title insurance
insuring against mechanic's liens substantially in the form attached
hereto as Exhibit "D".
(o) No Leases of Property or Assets. No material portion of the Property
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or fixtures with respect to the Property is leased by the Seller as
lessee.
(p) Property History. Except as disclosed in Section 10.3 herein, during
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the period of Seller's ownership of the Property, the Property never
has been damaged to a material extent due to fire, flood, earthquake
or other calamity, or ground settlement or subsidence. During the
period of Seller's ownership, there have been no material claims made
under any policy of insurance arising out of or resulting from the
condition of, or any condition found upon, the Property.
(q) Insurance. The Improvements are and until the Closing will continue to
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be insured against "all risks" for the full replacement cost thereof
with the premiums therefor paid by Seller.
(r) Environmental Compliance. The Property is not and will not be in
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violation of any federal, state or local law, ordinance or regulation
or requirement relating to industrial hygiene or to the environmental
conditions on, under or near the Property including but not limited to
the presence of asbestos, soil and groundwater conditions. Neither
Seller nor, to the best of Seller's knowledge (after due and diligent
inquiry), any third party has used, generated, manufactured, produced,
stored or disposed of on, under or near the Property or transported to
or from the Property any flammable explosives, asbestos, radioactive
materials, hazardous wastes, toxic substances or related injurious
materials, whether injurious by themselves (collectively, "Hazardous
Materials"). To the best of Seller's knowledge, there is no proceeding
or inquiry by any governmental authority with respect to the presence
of such Hazardous Materials on the Property or the migration thereof
from or to other property. For the purpose of this Agreement,
Hazardous Materials shall include but not be limited to substances
defined as hazardous substances, hazardous materials, or toxic
substances in the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq.;
the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et
seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section
6901 et seq.; and those substances defined as hazardous waste under
Louisiana law and in the regulations adopted and publications
promulgated pursuant to said laws. To Seller's knowledge, there are
not currently and there have not ever been on or under the Property
and underground storage tanks of any size or for any purpose.
(s) Survival of Representations. The representations, warranties and
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covenants stated in Xxxxxxx 0.0, xxxxxx 0.0(x), (x), (x), (x), and (p)
will survive the execution and delivery of this Agreement, the
delivery of the documents transferring title to the Property to Buyer.
9.2 Conditions and Limitations. If any of the representations or
warranties of Seller contained in this Agreement or in any certificate
delivered in connection herewith are false or inaccurate then Buyer will be
entitled to the remedies in Section 16.1.
9.3 Representations, Warranties and Covenants of Buyer. As of the Closing
Date, Buyer makes the following
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representations and warranties to Seller:
9.3.1 Buyer is a corporation duly organized, validly existing under
the laws of the State of Nevada and Buyer has full power, authority
and legal right to enter into this Agreement and to perform all
covenants, obligations and agreements of Buyer hereunder.
9.3.2 Buyer has taken all necessary action to authorize the execution,
delivery and performance by Buyer of this Agreement and all other
documents or instruments required in connection with this Agreement
and upon execution and delivery of this Agreement and such other
documents and instruments by Buyer, this Agreement, and each of such
documents and instruments will have been duly authorized, executed and
delivered by Buyer and will constitute the legal, valid and binding
obligation of Buyer enforceable in accordance with these terms.
9.3.3 The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby will not, violate
any provision of any mortgage, agreement, instrument, order, judgment
or decrees by which Buyer is bound, and will not violate any other
restriction of any kind or character to which Buyer is subject.
10 Property Expense and Operation Issues.
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10.1 Adjustments and Prorations. Utility Charges. The utility charges
relating to the Property will be determined as of the Closing Date and paid
by Seller. Buyer will have the contracts for utilities at the Property
changed into Buyer's name, for the account of Buyer and will make new
deposits at utility companies so that Seller can receive a return of its
deposits. Buyer shall have no liability for Seller's deposits or any
damages related thereto.
10.2 Not Used.
10.3 Roof Damage. Seller acknowledges that the roof of the Building
located on the Property has sustained certain storm damage. As a condition
to Closing in favor of Buyer, Seller shall have replaced or repaired the
roof to the reasonable satisfaction of Buyer, or shall have executed
appropriate assignment documents assigning to Buyer the insurance proceeds
attributable to the roof damage, along with an opinion of counsel that the
assignment of such proceeds will effectively assign such proceeds free and
clear of all liens and encumbrances to Buyer notwithstanding Buyer's
bankruptcy proceeding. Any deductible with respect to such claim will be an
adjustment of the Purchase Price proceeds in favor of Buyer at the Closing.
11 Property Taxes. All real and personal property ad valorem taxes shall be
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prorated at and as of the date of the Closing based on the latest available tax
rates and assessments. If the Closing shall occur before a real estate or
personal property tax rate or assessment is fixed for the tax year in which the
Closing occurs, the apportionment of taxes at the Closing shall be upon the
basis of the tax rate or assessment for the preceding fiscal year applied to the
latest assessed valuation. Promptly after the new tax rate or assessment is
fixed, the apportionment of taxes or assessments shall be recomputed and any
discrepancy resulting from such recomputation and any errors or omissions in
computing apportionments at Closing shall be promptly corrected and Buyer or
Seller reimbursed by the other, as the case may be. The obligations stated in
this Section 11 shall survive the Closing.
12 Possession. Possession of the Property will be delivered to the Buyer on
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the date of the Closing, unless otherwise agreed to in writing by both parties.
13 Termite Certificate. A Termite Inspection Certificate by a pest control
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company licensed by the State of Louisiana is to be paid for and furnished by
Seller to Buyer prior to Closing. The termite certificate shall state that the
Property is free from visible active termite and other wood boring insect
infestation. Any required termite treatment or repair of termite damage shall be
at Seller's expense.
14 Casualty. Prior to the Closing, the risk of loss or damage to the Property
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or any part thereof by fire or other casualty shall be borne by Seller. In case
the Property shall be damaged by fire or other casualty before the Closing in an
amount that does not exceed $100,000, Seller shall repair the same to at least
the condition as existed prior to such casualty. In case the Property shall be
damaged by fire or other casualty before the Closing in an amount that exceeds
$100,000, Seller shall give notice thereof to Buyer, and Buyer shall have one of
two options as described below, exercisable within fifteen (15) days after
receipt of notice:
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Option A Cancel this Agreement. In the event that Buyer elects
this Option A, Buyer shall receive the return of its
Deposit, and this Agreement shall terminate and be
null and void and neither party shall have further
claim against the other.
Option B Proceed to the Closing with a credit adjustment to
Buyer in the Purchase Price equal to Seller's
casualty insurance policy deductible amount and at
Closing, Seller shall assign to Buyer all of its
rights, title and interest in and to any insurance
proceeds and shall thereafter permit Buyer to conduct
all negotiations and enter into all agreements with
respect thereto and shall reduce the cash down
payment portion of the Purchase Price by an amount
equal to Seller's insurance deductible.
15 Not Used.
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16 Remedies.
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16.1 Default by Seller. In the event of any material breach of this
Agreement by Seller, Buyer may, at its option, i) terminate this
Agreement by giving Seller written notice thereof, in which event the
Deposit, shall be returned to Buyer, Buyer shall be entitled to
receive from Seller an amount equal to the Deposit and neither party
shall have any further rights, duties or obligations hereunder; ii)
waive the fulfilment of any conditions and acquire the Property
subject to the defect; or iii) waive a claim for damages and the
return of an amount equal to the Deposit, xxx for specific performance
of the obligations listed in this Agreement.
16.2 Default by Buyer. If Buyer fails to complete its purchase of the
Property in accordance with the terms and conditions of this
Agreement, Seller may, as its sole remedy and as liquidated damages,
terminate this Agreement by giving Buyer written notice thereof, in
which event the Deposit shall be forfeited to Seller and neither party
shall have any further rights, duties or obligations hereunder.
16.3 Just Compensation. Seller and Buyer expressly acknowledge and
agree that the amount of the Deposit (including additional amounts
added with the Deposit) to which Seller may be entitled hereunder in
the event of a breach or default by Buyer, and to which Buyer may be
entitled hereunder in the event of a breach or default by Seller, is a
reasonable forecast of just compensation for the harm that would be
caused by a breach of or default under this Agreement, that the harm
caused by such breach shall constitute full satisfaction of Buyer's or
Seller's respective obligations hereunder, that the above provisions
are reasonable in light of the intent of the parties and the
circumstances surrounding the execution of this Agreement.
17 Documentation and Delivery of Instructions at Closing.
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17.1 Seller Closing Documents. The Seller covenants and agrees to
execute, acknowledge (as appropriate) and deliver to Buyer at the
Closing the following documents:
17.1.1 Act of Sale with full warranty from the Seller to the
Buyer, in a form acceptable to Buyer, conveying valid
and merchantable title to the Real Property subject only
to the Permitted Encumbrances, except as otherwise
provided in the Agreement.
17.1.2 A certificate from the Seller dated at the Closing Date
and stating that all representations and warranties made
by Seller in the Agreement are true and correct as of
the Closing Date.
17.1.3 A certificate from the Seller dated the Closing Date and
stating that Seller is not a "Foreign Person" as that
term is defined in Section 1445 of the Internal Revenue
Code.
17.1.4 A Possession Affidavit and any Lien Affidavits if and as
required by the Title Company, substantially in the form
attached hereto as Exhibit "D".
17.1.5 Documentation reasonably required by Buyer's counsel and
Title Company showing that Seller has the authority to
enter in this Agreement and to convey title to the
Property and such other documentation as may be required
in order for Buyer to obtain its title insurance policy.
17.1.6 A certified copy of the order referenced in Section 4.2
from the U.S. Bankruptcy Court for the Middle District.
17.2 Buyer Closing Documents. The Buyer covenants and agrees to
deliver to the Seller at Closing:
17.2.1 The Purchase Price.
7
17.2.2 Execution of those documents listed in Section 17.1
above requiring Buyer's signature.
18 Miscellaneous. It is further agreed as follows:
-------------
18.1 Entire Agreement. This document constitutes the entire agreement
between the Buyer and Seller and supersedes any prior agreements, which
are herewith declared null and void, and there are no other agreements,
understandings, warranties or representations between the Buyer and
Seller, except any written Addenda or Amendments as may be signed by
both Buyer and Seller.
18.2 Binding Effect. This Agreement will inure to the benefit of and
bind the respective heirs, personal representatives, successors and
assigns of the parties hereto.
18.3 Assignment. Buyer may assign this Agreement to a related business
entity provided that Buyer notify Seller in writing of this assignment.
18.4 Notice. All notices required hereunder shall be in writing and
served by hand delivery, Federal Express or other national overnight
courier service, by certified mail, postage prepaid at the addresses
shown herein below for the respective parties, or via facsimile
transmission to the numbers shown below for the respective parties:
To Seller: Charis Hospital, L.L.C.
0000 Xxxxxxx Xxxx
0xxxx Xxxxx, XX 00000
To Seller's Atty: Art Vingiello
Xxxxxxx & Xxxxxxxx, LLP
000 Xx. Xxxxxxx Xxxxxx
Xxxxx Xxxxx, XX 00000
To Buyer: Dynacq International, Inc.
0000X Xxxxx
Xxxxxxxx, Xxxxx 00000
To Buyer's Atty: Xxxxxxx X. Xxxxxxx
Xxxxxx Xxxxxx, LLP
000 Xxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxx Xxxxx, Xxxxxxxxx 00000
Phone: 000-000-0000 /Fax: 000-000-0000
Any notice given in a manner specified above will be deemed to have
been properly given or served (i) in the case of personal delivery,
when actually received, (ii) in the case of next day delivery by a
private overnight courier service, then on that next day upon
confirmation of delivery or refusal to accept delivery) (iii) in the
case of certified mail, then on the third (3rd) day following the date
of deposit with the United States Postal Service or (iv) if transmitted
via telecopier or telephonic facsimile transmission to the attention of
such party, then only if and when receipt by specifically named
addressee has been confirmed. Each person or entity may change its
address for the delivery of notices from time to time by giving notice
of change in the manner described above.
18.5 Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument.
19 Maintenance of the Property Pending Closing. Between the Acceptance
-------------------------------------------
Date and the Date of Closing, the Seller agrees to maintain the Property in the
condition it existed as of the date Buyer signed this Agreement, ordinary wear
and tear excepted, and Seller shall not take any actions outside the ordinary
course and scope of its business without the prior written consent of Buyer,
which consent shall not be unreasonably withheld or delayed.
20 Not Used.
--------
21 Escrow Agent.
------------
8
21.1 Role of Escrow Agent. Buyer and Seller agree to appoint First
American Title Insurance Company, or its agent in Louisiana as "Escrow
Agent" for the accommodation of Buyer and Seller. In the event any
litigation should arise between the parties to this Agreement
concerning the Deposit, then Buyer and Seller hereto do solitarily and
severally and jointly agree to hold Escrow Agent harmless from, and
indemnify Escrow Agent for, the payment of any cost or other expenses
that may be involved in said litigation, except for negligence,
willful misconduct or bad faith of the Escrow Agent. In the event of a
dispute, Escrow Agent's only obligation shall be to retain the Deposit
(and Buyer's executed copy of this Agreement, if applicable) until a
final determination has been issued or to pay the Deposit into a court
of competent jurisdiction.
21.2 Delivery Of Deposit. Escrow Agent shall deliver the Deposit in
accordance with the following:
(a) To the person responsible for closing the sale, at the Closing,
in the event the Closing timely occurs under this Agreement;
(b) To Seller upon receipt of demand therefore signed by Seller
stating that Buyer has defaulted in the performance of Buyer's
obligation to timely close the sale contracted for under this
Agreement and specifying each fact which Seller alleges result in
the claimed default; provided, however, that Escrow Agent shall
not honor such demand until at least three (3) calendar days
after the date on which Escrow Agent shall have mailed a copy of
such demand to Buyer; nor thereafter if Escrow Agent shall have
received a written notice of objection from Buyer; or
(c) To Buyer upon receipt of demand therefor signed by Buyer stating
that either Seller has defaulted in the performance of Seller's
obligations under this Agreement or that this Agreement has been
terminated by Seller or Buyer and Buyer is entitled to the refund
of the Deposit pursuant to the terms of this Agreement, or prior
to Seller's execution of this Agreement, (i) upon receipt of
written request of Buyer; or (ii) upon receipt of written
notification from Buyer or Seller that Seller is not planning to
execute the Agreement; provided, however, that Escrow Agent shall
not honor such demand until at least three (3) calendar days
after the date on which Escrow Agent shall have mailed a copy of
such demand to Seller, nor thereafter if Escrow Agent shall have
received a written notice of objection from Seller.
21.3 Delivery of Agreement. Escrow Agent shall deliver Buyer's
executed original(s) of the Agreement to Seller upon receipt of
Seller's executed original of this Agreement, as provided in Section
2.5. As further provided in Section 2.5, Escrow Agent shall deliver
Buyer's executed original(s) of the Agreement to Buyer (i) upon
receipt of written request of Buyer; or (ii) upon receipt of written
notification from Buyer that Seller is not planning to execute the
Agreement. Other than as previously set forth, or a final
nonappealable order by a court of competent jurisdiction, entered in a
proceeding in which Buyer, Seller and Escrow Agent are named as
parties, directing the release of the Agreement, in either of which
events Escrow Agent shall then release the Agreement in accordance
with such direction. Escrow Agent shall not be or become liable in any
way or to any person for its refusal to comply with any such claims
and demands unless it has received such direction. Upon compliance
with such direction, Escrow Agent shall be released of and from all
liability under this Agreement, unless caused by its gross negligence,
willful misconduct or bad faith.
21.4 Objections. If Escrow Agent shall have received a written notice
of objection within the time prescribed, then and in any such event,
Escrow Agent shall refuse to comply with any claims or demands on it,
and shall continue to hold the Deposit until Escrow Agent receives
either a written notice signed by Buyer and Seller directing the
disbursement of the Deposit, or a final nonappealable order by a court
of competent jurisdiction, entered in a proceeding in which Buyer,
Seller and Escrow Agent are named as parties, directing the
disbursement of the Deposit, in either of which events Escrow Agent
shall then disburse the Deposit in accordance with such direction.
Escrow Agent shall not be or become liable in any way or to any person
for its refusal to comply with any such claims and demands unless it
has received such direction. Upon compliance with such direction,
Escrow Agent shall be released of and from all liability under this
Agreement, unless caused by its gross negligence, willful misconduct
or bad faith.
21.5 Interpleader or Concursus. The foregoing notwithstanding, Escrow
Agent may, on notice to Buyer and Seller, take such affirmative steps
as Escrow Agent may, at its option, elect in order to terminate its
duties as Escrow Agent, including, without limitation, the placement
of the Deposit (and Agreement, if applicable) it with a court of
competent jurisdiction and the commencement of an action for
interpleader or concursus proceeding, the costs of which shall be
borne by whichever of the parties is the losing party. Upon the taking
by Escrow Agent of the action described above, Escrow Agent shall be
released of and from all liability under this Agreement, unless caused
by its gross negligence, willful misconduct or bad faith.
9
21.6 No Other Duties. Escrow Agent shall not have any duties or
responsibilities, except those specifically set forth in this Article,
and, absent gross negligence, willful misconduct or bad faith, shall
not incur any liability in acting upon any signature, notice, demand,
request, waiver, consent, receipt, or other writing, instrument or
document reasonably believed by Escrow Agent to be genuine.
22 Not Used.
--------
23 Obligations Related to Use as Hospital. Buyer anticipates conversion
--------------------------------------
of the Property for use as a surgical hospital. Seller agrees that after the
Acceptance Date, it will accept no new patients, and will diligently seek to
have all existing patients discharged and transferred to another medical
facility if necessary. Buyer shall have the right but not the obligation, to
monitor the progress of the discharges and to take actions it deems necessary to
facilitate same. Unless otherwise specifically agreed to by Buyer in writing, as
of the Closing Date, all patients will have been properly discharged and will no
longer be located at the Property.
In addition, except for the Contracts described in 9.1(c), Seller
agrees that all medical providers and other lessees of Seller will no longer
have any access to or rights to perform services on or otherwise operate on the
Property.
24 Louisiana Terms. For purposes of this Agreement:
------------------------------------------------
Any and all references to "real property" shall also mean, refer to
and include "immovable property" as that term is used in the Louisiana
Civil Code, and any and all references to " personal property" shall
also mean, refer to and include "movable property";
Any and all references to "tangible" shall mean, refer to and include
"corporeal" and any and all references to "intangible" shall mean,
refer to and include "incorporeal";
The term "fee estate" will mean "full ownership interest" as that term
is used in the Louisiana Civil Code;
The term "condemnation" will include "expropriation" as that term is
used in Louisiana law;
The term "easement" will mean "servitude and advantages" as that term
is used in the Louisiana Civil Code;
The term "fixtures" will include "component parts" as that term is
used in the Louisiana Civil Code; and
The term "building" will include "other constructions" as that term is
used in the Louisiana Civil Code.
25 Acceptance Date. The date this Agreement is fully executed by both
---------------
Buyer and Seller will be the "Acceptance Date." For the purposes of
this agreement, the Acceptance Date is _______________________ (to be
filled in by last party executing the agreement.)
This Agreement has been signed by the Buyer on the _____ day of
_______________, 2001 in the City of __________________ State of
________________.
Witnesses: Buyer:
_____________________________ Dynacq International, Inc.
______________________________________
_____________________________ By:
Its:
This Agreement has been signed by the Seller on the ___ day of
__________________, 2001, in the City of Baton Rouge, State of Louisiana.
Witnesses:
Seller:
10
Charis Hospital, L.L.C., a Louisiana
________________________________
limited liability company
By:
________________________________ __________________________________
11
Exhibit "A"
Property Description
Item I
A CERTAIN PIECE OR PORTION OF GROUND situated in the Section 59, Township 8
South, Range 1 East, Greensburg Land District of Louisiana, in the Parish of
East Baton Rouge, State of Louisiana, and being more fully described according
to a map entitled "Survey Map of the removal of Lot R from the Xxx Xxxxxxx
Tract, (S) 59, T8S, R1E, East Baton Rouge Parish, Louisiana, for Xxx Xxxxxxx",
made by Xxxxx Xxxxxx, C.E., dated August 1, 1963, filed as Orig. 20, bdle. 5462,
as Lot "R", said lot containing 2.49 acres and fronting 276.73 feet on the south
side of Xxxxxxx Road, and being more particularly described as follows:
Begin at the intersection of the section line common to Section 59 and 60 with
the boundary of the southern right of way of Xxxxxxx Road, thence S27(0)25'E,
295 feet to the point of beginning; thence S27(0)25'E a distance of 276.73 feet
along the southerly side of Xxxxxxx Road to a point and corner; thence
S28(0)45'W a distance of 394.25 feet to a point and corner; thence N61(0)11'W a
distance of 230.64 feet to a point and corner; thence N28(0)49'E a distance of
548.15 to the point of beginning. Excepting therefrom, any portions thereof
lying within Xxxxxxx Road.
A CERTAIN PIECE OR PORTION OF GROUND situated in the Parish of East Baton Rouge,
Louisiana, containing .957 acres, being described more particularly as Lot "B"
removed from the Xxx Xxxxxxx property being part of the Xxxxx Xxxxxxx Estate
Partition located in Section 00, Xxxxxxxx 0 Xxxxx, Xxxxx 1 East, Greensburg Land
District of Louisiana, said Lot B being more completely described on a map dated
August 15, 1962, made by Xxxxx X. Xxxxxxxxxx, C.E., attached to act of sale
dated August 29, 1963, recorded as Orig. 38, Bundle 5193, Official Records of
Baton Rouge, Louisiana, said Lot fronting 100 feet on Xxxxxxx Road, having a
depth of 502.6 feet between parallel lines and a rear measurement of 100 feet,
all as shown on a map referred to above. Excepting therefrom, any portions
thereof lying within Xxxxxxx Road.
According to survey of Xxxxx X. Xxxxx, R.L.S., certified correct September 9,
1983, said parcels are located and measure as follows:
Commence at the intersection of northwest property line of the Xxxxxxxx Xxxxxxx
property with the center line of Xxxxxxx Road (La. Hwy. 427), point A, thence
S28(0)49'57"W, 102.78 feet to the west right of way of Xxxxxxx Road, continuing
S28(0)49'57"W, 555.22 feet to a market found at point B being the southwest
corner of the tract surveyed, thence S61(0)09'17"E, 230.47 feet to a marker
found at point C, thence S27(0)31'43"E, 82.26 feet to a marker found at point K,
thence S27(0)17'49"E, 17.63 feet to a marker found at point D, being the
southeast corner of the tract survey, thence N28(0)21'18"E, 428.56 feet to the
west right of way of Xxxxxxx Road, thence continuing N28(0)21'18"E, 76.99 feet
to point E at the centerline of Xxxxxxx Road, being the northeast corner of the
property surveyed, thence N27(0)15'56"W, 372.75 feet to point A, being the point
of beginning and the northwest corner of the property. The tract herein
described contains 4.01 acres with 0.70 acres being subject to the servitude for
Xxxxxxx Road. Excepting therefrom, any portions thereof lying within Xxxxxxx
Road.
Item II
A CERTAIN PIECE OR PORTION OF GROUND situated in Xxxxxxx 00, X0X, X0X, and being
more particularly described on map by Xxxxx X. Xxxxxxxxxx, dated March 24, 1966,
as revised July 26, 1966, attached to Original 40, Bundle 6253, as Tract "A",
said tract measuring 300 feet front on middle Highland Road by a depth of 697.21
feet on its Western Boundary, a depth of 654.95 feet on its Eastern Boundary and
measuring a total distance of 313.10 feet (230.64 feet plus 82.46 feet) across
the rear.
According to a survey by Xxxxx X. Xxxxx, R.L.S., certified correct September 9,
1983, said parcel is located and measures as follows:
Commence at the intersection of the northwest property line of the Xxxxxx
Xxxxxxx, Xx. property with the centerline of Hyacinth Avenue, point L, being the
southwest corner of the property herein described, thence traverse the
centerline of Xxxxxxxx Xxxxxx, X00(0)00'00"X, 64.97 feet; S58(0)42'14"E, 100.06
feet; S60(0)11'34"E, 100.01 feet; S61(0)46'05"E, 34.68 feet to point J being the
southeast corner of the property described, thence N28(0)48'36"E 25.00 feet to
the northeast right of way of Hyacinth Avenue, continuing N28(0)48'36"E, 627.63
feet to a marker found at point K being the northeast corner of the property
described, thence N27(0)31'43"W, 82.26 feet to a marker found at point C, thence
N61(0)09'17"W, 230.47 feet to a marker found at point B being the northwest
corner of the property described, thence S28(0)49'57"W, 660.28 feet to the
northeast right of way of Hyacinth Avenue, continuing S28(0)49'57"W, 25.16 feet
to point L on the centerline of Hyacinth Avenue being the point of beginning.
The tract herein described contains 4.73 acres of which 0.17 acres is subject to
the right of way for Hyacinth Avenue. Excepting therefrom, any portions thereof
lying within Hyacinth Avenue.
12
A CERTAIN PIECE OR PORTION OF GROUND situated in the Parish of East Baton Rouge,
State of Louisiana, containing 1.731 acres and being described more particularly
as Lot A removed from the Xxx Xxxxxxx property and being a part of the Xxxxx
Xxxxxxx Estate Partition located in Section 59, T8S, R1E, Greensburg Land
District of Louisiana, and said Lot A is shown on a map dated March 25, 1962
made by Xxxxx X. Xxxxxxxxxx, C.E. registered at Original 57, Bundle 5093, said
lot fronting 180.58 feet on the south side of Xxxxxxx Road having a depth of
502.6 feet between parallel lines and a rear measurement of 180.58 feet all as
shown on said map referenced above. Excepting therefrom, any portions thereof
lying within Hyacinth Avenue.
A CERTAIN PIECE OR PORTION OF GROUND being more particularly described on map of
Xxxxx X. Xxxxxxxxxx, dated March 24, 1966, as revised July 26, 1966, as Tract
"D", said tract measuring 337.64 feet (296.3' plus 41.34') on the Northerly side
of the middle Highland Road by a depth on its westerly boundary of 654.95 feet;
a depth on its easterly boundary of 410.4 feet (387.9' plus 22.5') and measuring
406.83 feet across the rear. Excepting therefrom, any portions thereof lying
within Xxxxxxx Road.
According to survey of Xxxxx X. Xxxxx, R.L.S., certified correct September 9,
1983, said parcels are located and measure together as follows:
Commence at Point E, being at the centerline of Xxxxxxx Road and the northeast
corner of the Xxxxxxxx Xxxxxxx property which is the northwest corner of the
property herein described, thence S27(0)15'56"E, 184.74 feet along the
centerline of Xxxxxxx Road to point F being the northeast corner of the property
described, thence S28(0)46'31"W, 75.75 feet to the west right of way of Xxxxxxx
Road, continuing S28(0)46'31"W, 426.45 feet to a marker found at point G, thence
S27(0)23'29"E, 209.19 feet to a marker found at point H, thence S29(0)46'42"W
383.92 feet to the northeast right of way of Hyacinth Avenue, continuing
S28(0)46'42"W, 25.10 feet to point I being on the centerline of Hyacinth Avenue
and the southeast corner of the tract described, thence traversing along the
centerline of Hyacinth Avenue; N66(0)28'21"W 73.12 feet, N64(0)52'58"W 100.28
feet; N63(0)22'13"W; 100.12 feet; N61(0)46'05"E, 65.35 feet to point J being the
Southwest corner of the tract surveyed; thence N28(0)48'36"E, 25.00 feet to the
northeast right of way of Hyacinth, continuing N28(0)46'36"W, 627.63 feet to a
marker found at point K, thence S27(0)17'49"E, 17.63 feet to a marker found at
point D, thence N28(0)21'18"E, 428.56 feet to the west right of way of Xxxxxxx
Road, continuing N28(0)21'18"E, 76.99 feet to point E, being the point of
beginning. The tract herein described contains 5.89 acres being subject to a
road servitude for Xxxxxxx Road, excepting therefrom, any portions thereof lying
within Hyacinth Avenue and Xxxxxxx Road.
According to a survey prepared by Xxxx X. Xxxxxxx, surveyor, dated November 11,
1996, and last revised November 27, 1996, said Tracts I, Ii and III are located
and measures as follows:
A CERTAIN LOT OR PARCEL OF GROUND situated in East Baton Rouge Parish, Louisiana
located in Section 59, T8S-R1E consisting of Tracts A & D, Lots A, B & R of the
Xxxxxx Xxxxxxx, Xx. Subdivision being more fully described as follows:
Commence at the centerline intersection of Roundhill Drive and Hyacinth Avenue,
being also the point of beginning, thence along the centerline of Hyacinth
Avenue N64(0)03'05"W 194.83 feet to a point and turn; thence continue along said
centerline N60(0)18'39"W a distance of 177.27 feet to a point and turn; thence
continue along said centerline N56(0)56'14"W a distance of 131.84 to a point and
turn; thence N28(0)49'00"E a distance of 1343.98 feet to the centerline of
Xxxxxxx Road and turn; thence along centerline of Xxxxxxx Xxxx X00(0)00'00"X a
distance of 556.43 feet to a point and turn; thence S28(0)40'26"W a distance of
503.11 feet to a point and turn; thence S27(0)22'23"E a distance of 209.06 feet
to a point and turn; thence S28(0)45'00"W a distance of 411.24 feet to the
centerline of Hyacinth Avenue and turn; thence along the centerline of said
avenue N64(0)03'05"W a distance of 134.85 feet to the point of beginning.
Excepting therefrom, any portions thereof lying within Hyacinth Avenue and
Xxxxxxx Road.
13
Exhibit "B"
Requested Documents and Materials
1. If any Asbestos Containing Materials (ACM) or Presumed Asbestos Containing
Materials (PACM) exist at the project, provide the Operations and
Maintenance Plan and all records required to be provided to successor
owners of buildings pursuant to OSHA construction Standard 29 C.F.R.
1910.1101 (n)(5), (6). Applies to all buildings constructed before 1981.
2. Zoning letter.
3. Copies of guarantees and warranties covering premises (capital and tenant
improvements, roofs, termites, etc.).
4. Certificates of Occupancy.
14
Exhibit "C"
Contracts
15
Exhibit "D"
Owner's Affidavit
SELLER'S/OWNER'S AFFIDAVIT
State of Louisiana,
Parish of East Baton Rouge
I, we, Charis Hospital, L.L.C., duly sworn, on oath depose and state
that I, we, own the following described property:
See Exhibit "A"
East Baton Rouge Parish, Louisiana
I/We have owned the property now being sold or mortgaged by me
continuously for approximately ____ (__) years, and my enjoyment thereof has
been peaceable and undisturbed and the title to said property has never been
disrupted to my knowledge, nor do I know of any facts by reason of which the
title to, or possession of, said property might be disputed or by reason of
which any claim to any of said property might be asserted adversely to me, and
more particularly:
1. No party other than the Seller(s)/Owner(s) is in possession of all
or any portion of the premises above described under any unrecorded leases,
tenancy at will or otherwise.
2. The Seller(s)/Owner(s) during the time of ownership of the premises
above described has/have conveyed no portion of the premises nor done any act or
allowed any act to be done which has changed or could change the boundaries of
the premises.
3. The Seller(s)/Owner(s) has/have allowed no encroachments on the
premises above described under any adjoining land owners nor has/have the
undersigned encroachment upon the property of adjoining land owners.
4. The Seller(s)/Owner(s) has/have allowed no easements, rights of way,
continuous driveway usage, drain, sewer, water, gas or oil pipeline or other
rights of passage to others over the premises above described and has/have no
knowledge of such adverse rights.
5. The Seller(s)/Owner(s), at present, and for a period of ninety (90)
days past, has/have caused no construction, erection, alteration or repairs of
any structures or improvements on the premises above cited to be done, nor
has/have contracted for any material to be delivered to the premises for which
charges therefor remain unpaid.
6. The Seller(s)/Owner(s) has/have no knowledge of any highways,
abandoned roads, lanes, cemetery or family burial grounds, springs, streams,
rivers, ponds, or lakes bordering or running through said premises.
7. The undersigned has no knowledge of any due taxes or special
assessments.
8. The undersigned has not allowed and knows of no violation of any
covenants, restrictions, agreements, conditions or zoning ordinances affecting
the premises.
9. That there are no pending suits, proceedings, judgments,
bankruptcies, liens or executions against said owner, either in the aforesaid
parish or any other parish in the aforesaid state.
16
This affidavit is given to induce FIRST AMERICAN TITLE INSURANCE
COMPANY, a California corporation, to issue its title insurance policy or
policies without exception to claims of materialmen's and laborers' liens,
survey matters, special assessments and rights of parties in possession.
Seller/Owner: Date: _____ _____, 2001
Charis Hospital, L.L.C.
By:________________________
_________________________________________
Notary Public
17
