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EXHIBIT 10.1
BUY AND SELL AGREEMENT
Date: August 19, 1998
BUYER'S OFFER. The undersigned (the "Buyer") offers and agrees to purchase the
property located in the Township of Alpine, Kent County, Michigan, commonly
known as 0000 Xxxxxx XX (the "Land"), together with all buildings, fixtures and
improvements situated on the Land (The "Improvements")- Permanent Parcel Number
41-09-26-427-032
PURCHASE PRICE. The purchase price for the Premises is One Hundred Fifty Eight
Thousand dollars ($158,000).
TERMS OF PAYMENT. The Buyer shall pay the full purchase price to the Seller
upon execution and delivery of a warranty deed and performance by Seller of the
other closing obligations specified below.
SURVEY. A new, showing all easements of record, re-certified ALTA existing
survey shall be obtained by the Buyer.
PEST INSPECTION. Waived
TAXES AND ASSESSMENTS. All real property taxes and assessments on the Premises
which are due and payable, or a lien or both, on or before the date of closing
shall be paid by Seller at or prior to closing, without proration.
TITLE INSURANCE. At Seller's expense, Seller shall provide purchaser with a
standard owner's policy of title insurance without exceptions, in the amount of
the purchase price, effective as of the date of closing. A commitment to issue
such policy insuring marketable title vested in Buyer, including a tax status
report, shall be made available for Buyer's inspection within five (5) days of
Buyer's acceptance of this offer or Seller's acceptance of Buyer's
Counteroffer.
CONVEYANCE. Upon performance by Buyer of the closing obligations below,
Seller shall convey the Premises to Buyer by warranty deed, land contract or
assignment, as required above, subject to easement and building and use
restrictions of record and subject to zoning ordinances. Exceptions:
WARRANTIES OF SELLER. Except as otherwise provided or acknowledged in this
Agreement, Seller represents and warrants to, and agrees with Buyer as follows:
a. Seller's Interest in the Premises shall be transferred to Buyer on the
closing date, free from liens, encumbrances and claims of others.
WARRANTIES OF BUYER. Except as otherwise provided or acknowledged in this
Agreement, Buyer represents and warrants to Seller as follows:
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a. Buyer acknowledges that Buyer is aware that inspection services of
building components and systems are commercially available at a
reasonable fee, and that Buyer and/or inspectors hired by Buyer may or
have inspected the Premises as fully as they desire. Buyer is fully
familiar with the physical condition of the Premises, and agrees to
accept the Premises "as is" and "with all faults" in their condition as
of the date of this Agreement, subject to reasonable use, wear and tear
between the date of this Agreement and the date of closing.
DAMAGE TO PREMISES. If between the date of this Agreement and the closing date,
all or any part of the Premises is damaged by fire or natural elements or
other causes beyond Seller's control which can not be repaired prior to the
closing date, or any part of the premises is taken pursuant to any power of
eminent domain. Seller shall immediately notify Buyer of such occurrence and
either Seller or Buyer may terminate this Agreement by written notice to the
other within fifteen (15) days after the date of the damage or taking. If
neither elects to terminate this Agreement, there shall be no reduction of the
purchase price and at closing Seller shall assign to Buyer whatever rights
Seller may have with respect to any insurance proceeds or eminent domain award,
CLOSING. The closing shall be held not later than 30 days after the Buyer has
satisfied itself that the property can be reasonably utilized for Buyers
intended purpose, but not later than 120 days after the date of this agreement.
Should Buyer determine that the property cannot be reasonably utilized for
Buyers intended purpose (including but not limited to use, zoning, and site
plan approvals). Buyer will notify the Seller and this agreement shall become
void, and all xxxxxxx deposits shall be returned to the Buyer.
POSSESSION. Seller shall tender to Buyer possession of the Premises not later
than 15 days after the date of closing.
SELLER'S CLOSING OBLIGATIONS. At the closing, Seller shall deliver %he following
to Buyer:
a. The warranty deed, land contract, or assignment of land contract
required by this Agreement.
b. A xxxx of sale for any Personal Property (attached as Exhibit "D").
c. Any other documents required by this Agreement to be delivered by
Seller.
BUYER'S CLOSING OBLIGATIONS. At closing, Buyer shall deliver to Seller the
following:
a. The cash portion of the purchase price specified above.
b. Any other documents required by this Agreement to be delivered by Buyer.
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NOTICES. A notice required or permitted by this Agreement shall be sufficient if
in writing and either delivered personally or by regular mail addressed to the
parties at their addresses specified in the proximity of their signatures below,
and any notices given by mail shall be deemed to have been given as of the day
following the date of posting.
ADDITIONAL ACTS. Buyer and Seller agree to execute and deliver such additional
documents and to perform such additional acts as may become necessary to
effectuate the transfers contemplated by this Agreement.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties
with respect to the sale of the Premises. All contemporaneous or prior
negotiations have been merged into this Agreement. This Agreement may be
modified or amended only by written instrument signed by the parties to this
Agreement. This Agreement shall be governed by and construed in accordance with
the laws of the State of Michigan.
XXXXXXX MONEY. Buyer gives Xxxxxx Development 2 days to obtain the written
acceptance of this offer and agrees that this offer, when accepted by Seller,
will constitute a binding agreement between Buyer and Seller. Upon acceptance,
Buyer will deposit $5,000 with Xxxxxxx Xxxxxxx Realtors as xxxxxxx monies to
secure this agreement.
DISCLOSURE OF PRICE AND TERMS. The purchase price and the terms of this sale may
not be disclosed without consent of both parties.
AGENCY AND BROKERAGE FEE. The Seller acknowledges and agrees that Xxxxxxx
Xxxxxxx, Inc. and Xxxxxx Development, Inc. and its Broker/Agents are acting as
Buyers Agents in this matter and not as agent of the Seller, and further agree
than that Xxxxxxx Xxxxxxx, Inc. and Xxxxxx Development, Inc. will be paid a
commission based on the cooperative listing agreement between the Seller and the
Listing Broker, or if none exists, then that Xxxxxxx Xxxxxxx, Inc. and Xxxxxx
Development, Inc. shall be paid at closing a commission equal to 10% of the
final purchase price.
Witness: [SIG] /s/ XXXXXX VAN DAM
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Buyer
Phone No. 000-0000 FOR BUYER TO BE NAMED
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Buyer
BUYER(S) SOCIAL SECURITY NUMBER OR FEDERAL IDENTIFICATION
NUMBER:
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SELLER'S ACCEPTANCE
Date: August 19, 1998, 4:00 PM
The above offer is hereby accepted with a sales price of $158,000 and with
$5,000 xxxxxxx money to be held by seller's realtor.
Witness: [SIG] /s/ XXXXXXX XXXXXXXX
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Seller
Phone No. (000) 000-0000 /s/ XXXX XXXXXXXX
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Seller
SELLER'S SOCIAL SECURITY NUMBER OR FEDERAL IDENTIFICATION
NUMBER:
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BUYERS RECEIPT OF ACCEPTANCE Grand Rapids, Michigan
Date: 9/2, 1998, 10:15 AM
Buyer acknowledges receipt of seller's acceptance of Buyer's offer. If the
acceptance was subject to changes from Buyer's offer, the Buyer agrees to accept
those changes, all other terms and conditions remaining unchanged.
Witness: [SIG] /s/ XXXXXXX XXXXX
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Buyer
President
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Mercantile Bank Buyer
SELLER'S RECEIPT OF ACCEPTANCE Grand Rapids, Michigan
Date: , 19 , AM/PM
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Seller acknowledges receipt of a copy of the Buyer's acceptance of the
counter-offer (if Seller made a counter-offer).
Witness:
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Seller
