1
Approved By Wisconsin Wisconsin Legal Blank Company
Department of Regulation and Licensing Milwaukee, Wisconsin
11-1-95 (Optional Use Date)
4-1-96 (Mandatory Use Date)
WB-15 COMMERCIAL OFFER TO PURCHASE
GENERAL PROVISIONS
The Xxxxx, Xxxxxxx X. Xxxxxxxxxx, Xx., of his assigns, offers to purchase
the Property known as W180 N11711 River Lane in the _________________of
Germantown, County of Washington, Wisconsin, (Additional description, if
any:) Legal Description Per Title Policy.
/ / PURCHASE PRICE: Six Hundred Fifty Thousand Dollars ($650,000.00).
/ / THE BALANCE OF PURCHASE PRICE will be paid in cash or equivalent at
closing unless otherwise provided below.
/ / ADDITIONAL ITEMS INCLUDED IN PURCHASE PRICE: Seller shall include in the
purchase price and transfer, free and clear of encumbrances, all fixtures,
as defined at lines 190 to 192 and as may be on the Property on the date
of this Offer, unless excluded at lines 18-20 and the following additional
items: None. All personal property included in purchase price will be
transferred by Bill of Sale or _____________.
/ / ITEMS NOT INCLUDED IN THE PURCHASE PRICE: CAUTION: ADDRESS RENTED
FIXTURES OR TRADE FIXTURES OWNED BY TENANTS, IF APPLICABLE.
None.
/ / PROPERTY CONDITION REPRESENTATIONS: Seller represents to Buyer that as of
the date of acceptance Seller has no notice or knowledge of conditions
affecting the Property or transaction (as defined at lines 159 to 178)
[COMPLETE DATE OR STRIKE AS APPLICABLE] and ________________________.
/ / TIME IS OF THE ESSENCE as to: (2) binding acceptance; (3) occupancy;
(4) date of closing and all other dates and deadlines in this Offer.
ACCEPTANCE, DELIVERY AND RELATED PROVISIONS
/ / BINDING ACCEPTANCE: This Offer is binding upon both parties only if a
copy of the accepted Offer is delivered to Buyer on or before September 13th,
1996, 5:00 p.m. CAUTION: THIS OFFER MAY BE WITHDRAWN PRIOR TO DELIVERY OF THE
ACCEPTED OFFER.
/ / DELIVERY OF DOCUMENTS AND WRITTEN NOTICES: Unless otherwise stated in
this Offer, delivery of documents and written notices to a party shall be
effective only when accomplished in any of the following ways:
(1) By depositing the document or written notice postage or fees prepaid
in the U.S. Mail or a commercial delivery system addressed to the party
at:
Buyer: _______________________________________________________________
Seller: _______________________________________________________________
(2) By giving the document or written notice personally to the party;
(3) By electronically transmitting the document or written notice to the
following telephone number: Buyer: (___)_____________________
Seller: (____)____________________. Any signed document transmitted by
fax shall be considered an original document and shall have the binding and
legal effect of an original document. The signature of any Party upon a faxed
document shall be considered an original signature.
OCCUPANCY AND RELATED PROVISIONS
/ / OCCUPANCY of property shall be given to Buyer at time of closing subject
to lease terms.
CAUTION: CONSIDER AN AGREEMENT WHICH ADDRESSES RESPONSIBILITY FOR REMOVAL OF
PERSONAL PROPERTY AND DEBRIS PRIOR TO OCCUPANCY, IF APPLICABLE.
/ / RENTAL WEATHERIZATION: This transaction (is) exempt from State of
Wisconsin Rental Weatherization Standards (ILHR 67, Wisconsin Administrative
Code).
CLOSING AND RELATED PROVISIONS
/ / CLOSING: This transaction is to be closed at the place designated by
Xxxxx's mortgagee or ________________________ no later than November 6th,
1996 unless another date or place is agreed to in writing.
/ / CLOSING PRORATIONS: See attached Addendum A.
/ / SPECIAL ASSESSMENTS: Special assessments, if any, for work on site
actually commenced or levied prior to date of this Offer shall be paid by
Seller no later than closing. CAUTION: SEE LINES 194 TO 196 REGARDING OTHER
EXPENSES. CONSIDER A SPECIAL AGREEMENT REGARDING THESE EXPENSES, IF
APPLICABLE.
/ / FORM OF TITLE EVIDENCE: Seller shall give evidence of title by an owner's
policy of title insurance [STRIKE AS APPLICABLE] as further described at
lines 141 to 153.
/ / CONVEYANCE OF TITLE: Upon payment of the purchase price, Seller
shall convey the Property by warranty deed free and clear of all liens and
encumbrances, except: municipal and zoning ordinances and agreements entered
under them, recorded easements for the distribution of utility and municipal
services, recorded building and use restrictions and covenants, general
taxes levied in the year of closing (provided none of the foregoing
prohibit present use of the Property), which constitutes merchantable title
for purposes of this transaction. Xxxxxx further agrees to complete and
execute the documents necessary to record the conveyance.
ADDENDA TO OFFER SEE LINE 268 TO DETERMINE IF ADDENDA, RIDERS OR OTHER
DOCUMENTS HAVE BEEN MADE A PART OF THIS OFFER.
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PROPERTY IMPROVEMENT, DEVELOPMENT PAGE 2 of 4 -- COMMERCIAL OFFER
OR CHANGE OF USE
WARNING: IF BUYER CONTEMPLATES IMPROVING OR DEVELOPING PROPERTY, OR A CHANGE
IN USE, BUYER MAY NEED TO ADDRESS MUNICIPAL AND ZONING ORDINANCES, RECORDED
BUILDING AND USE RESTRICTIONS, COVENANTS AND EASEMENTS WHICH MAY PROHIBIT SOME
IMPROVEMENTS OR USES. THE NEED FOR BUILDING PERMITS, ZONING VARIANCES,
ENVIRONMENTAL AUDITS, ETC. MAY NEED TO BE INVESTIGATED TO DETERMINE FEASIBILITY
OF IMPROVEMENTS, DEVELOPMENT OR USE CHANGES FOR PROPERTY. CONTINGENCIES FOR
INVESTIGATION OF THESE ISSUES MAY BE ADDED TO THIS OFFER. SEE LINES 241 TO 273.
PROPERTY CONDITION PROVISIONS
/ / PROPERTY DIMENSIONS AND SURVEYS: Buyer acknowledges that any Property,
building or room dimensions, or total acreage or building square footage
figures, provided to Buyer by Seller or Seller's agent(s), may be approximate
because of rounding or other reasons, unless verified by survey or other
means. Xxxxx also acknowledges that there are various formulas used to
calculate total square footage of buildings and that total square footage
figures will vary dependent upon the formula used. CAUTION: BUYER SHOULD VERIFY
TOTAL SQUARE FOOTAGE FORMULA, PROPERTY, BUILDING OR ROOM DIMENSIONS, AND TOTAL
ACREAGE OR SQUARE FOOTAGE FIGURES, IF MATERIAL TO BUYER'S DECISION TO PURCHASE.
/ / INSPECTIONS: Seller agrees to allow Xxxxx's inspectors reasonable access to
the Property upon reasonable notice if the inspections are reasonably
necessary to satisfy the contingencies in this Offer. Xxxxx agrees to promptly
provide copies of all such inspection reports to Seller, and to listing broker
if Property is listed. Furthermore, Xxxxx agrees to promptly restore the
Property to it's original condition after Xxxxx's inspections are completed,
unless otherwise agreed with Seller. CAUTION: SEE LINES 193 TO 200 FOR
DEFINITIONS OF "INSPECTION" AND "TEST". XXXXXX'S AUTHORIZATION FOR INSPECTIONS
DOES NOT AUTHORIZE BUYER TO CONDUCT TESTING OF THE PROPERTY. IF BUYER REQUIRES
TESTING CONTINGENCIES, THEY SHOULD BE SPECIFICALLY PROVIDED FOR AT LINES 268 TO
273. SELLER ACKNOWLEDGES THAT CERTAIN INSPECTIONS OR TESTS MAY DETECT
ENVIRONMENTAL POLLUTION WHICH MAY BE REQUIRED TO BE REPORTED TO THE WISCONSIN
DEPARTMENT OF NATURAL RESOURCES.
/ / PROPERTY DAMAGE BETWEEN ACCEPTANCE AND CLOSING: Seller shall maintain the
Property until the earlier of closing or occupancy by Buyer in materially the
same condition as of the date of acceptance of this Offer. If, prior to the
earlier of closing or occupancy by Buyer, the Property is damaged in an amount
of not more than five percent (5%) of the selling price, Seller shall be
obligated to restore the Property. If Xxxxxx is unable to restore the
Property, Seller shall promptly notify Buyer in writing and this Offer may be
cancelled at the option of the Buyer. If the damage shall exceed such sum,
Seller shall promptly notify Buyer in writing of the damage and this Offer may
be cancelled at option of Buyer. Should Buyer elect to carry out this Offer
despite such damage, Buyer shall be entitled to any insurance proceeds relating
to the damage to the Property, plus a credit towards the purchase price equal
to the amount of Seller's deductible on such policy.
/ / PRE-CLOSING INSPECTION: At a reasonable time, preapproved by Seller or
Seller's agent, within 3 days before closing, Buyer shall have the right to
inspect the Property to determine that there has been no significant change in
the condition of the Property, except for changes approved by Buyer.
DEFAULT
Seller and Buyer each have the legal duty to use good faith and due diligence
in completing the terms and conditions of this Offer. A material failure to
perform any obligation under this Offer is a default which may subject the
defaulting party to liability for damages or other legal remedies.
If Buyer defaults, Seller may:
(1) sue for specific performance and request the xxxxxxx money as
partial payment of the purchase price; or
(2) terminate the Offer and have the option to: (a) request the
xxxxxxx money as liquidated damages; or (b) direct broker to
return the xxxxxxx money and have the option to sue for actual
damages.
If Seller defaults, Buyer may:
(1) sue for specific performance; or
(2) terminate the Offer and request the return of the xxxxxxx
money, sue for actual damages, or both.
In addition, the Parties may seek any other remedies available in law
or equity.
The Parties understand that the availability of any judicial remedy
will depend upon the circumstances of the situation and the discretion of the
courts. If either Party defaults, the Parties may renegotiate the Offer or
seek nonjudicial dispute resolution instead of the remedies outlined above. By
agreeing to binding arbitration, the Parties may lose the right to litigate in
a court of law those disputes covered by the arbitration agreement.
NOTE: WISCONSIN LICENSE LAW PROHIBITS A BROKER FROM GIVING ADVICE OR
OPINIONS CONCERNING THE LEGAL RIGHTS OR OBLIGATIONS OF PARTIES TO A
TRANSACTION OR THE LEGAL EFFECT OF A SPECIFIC CONTRACT OR CONVEYANCE.
AN ATTORNEY SHOULD BE CONSULTED IF LEGAL ADVICE IS REQUIRED. Xxxxx's or
Xxxxxx's legal right to xxxxxxx money cannot be determined by broker.
In the absence of a mutual agreement by the Parties, xxxxxxx money will
be distributed as set forth in lines 121 to 140.
ENTIRE CONTRACT
This Offer, including any amendments, contains the entire agreement of the
Parties regarding the transaction. All prior negotiations and discussions have
been merged into this Offer. This agreement binds and inures to the benefit of
the Parties to this Offer and their successors in Interest.
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TITLE EVIDENCE PAGE 3 OF 4 -- COMMERCIAL OFFER
/ / FORM OF TITLE EVIDENCE: Seller shall give evidence of title (as selected at
lines 64 to 65) to the Property in the form of: an owner's policy of title
insurance in the amount of the purchase price on a current ALTA form issued by
an insurer licensed to write title insurance in Wisconsin.
/ / PROVISION OF MERCHANTABLE TITLE: Seller shall pay all costs of providing
title evidence. For purposes of closing, title evidence shall be acceptable if
the abstract or a commitment for the required title insurance is delivered to
Buyer's attorney or to Buyer not less than 5 business days before closing,
showing title to the Property as of a date no more than 15 days before delivery
of such title to be merchantable, subject only to liens which will be paid out
of the proceeds of closing and standard abstract certificate limitations or
standard title insurance requirements and exceptions, as appropriate.
/ / TITLE ACCEPTABLE FOR CLOSING: If title is not acceptable for closing, Buyer
shall notify Seller in writing of objections to title by the time set for
closing. In such event, Seller shall have a reasonable time, but not exceeding
15 days, to remove the objections, and the time for closing shall be extended
as necessary for this purpose. In the event that Xxxxxx is unable to remove
said objections, Buyer shall have 5 days from receipt of notice thereof, to
deliver written notice waiving the objections, and the time for closing shall
be extended accordingly. If Buyer does not waive the objections, this Offer
shall be null and void. Providing title evidence acceptable for closing does
not extinguish Seller's obligations to give merchantable title to Buyer.
SELLER TO PROVIDE GAP COVERAGE AT SELLER'S EXPENSE.
DEFINITIONS
/ / ACCEPTANCE: Acceptance occurs when all Buyers and Sellers have signed an
identical copy of the Offer, including signatures on separate but identical
copies of the Offer. See lines 29 and 30 regarding binding acceptance.
CAUTION: CONSIDER WHETHER SHORT TERM DEADLINES RUNNING FROM ACCEPTANCE PROVIDE
ADEQUATE TIME FOR BOTH BINDING ACCEPTANCE AND PERFORMANCE.
/ / CONDITIONS AFFECTING THE PROPERTY OR TRANSACTION: A "condition affecting
the Property or transaction" is defined as follows:
(a) Planned or commenced public improvements which may result in
special assessments or otherwise materially affect the
Property or the present use of the Property;
(b) Government agency or court order requiring repair, alteration
or correction of any existing condition;
(c) Completed or pending reassessment of the Property for property
tax purposes;
(d) Structural inadequacies which if not repaired will
significantly shorten the expected normal life of the Property;
(e) Any land division involving the Property, for which required
state or local approvals were not obtained;
(f) Construction or remodeling on the Property for which required
state or local approvals were not obtained;
(g) Any portion of the Property being in a 100 year floodplain; a
wetland or shoreland zoning area under local, state or federal
regulations;
(h) That a structure on the Property is designated as a historic
building or that any part of the Property is in a historic
district;
(i) Material violations of environmental laws or other laws or
agreements regulating the use of the Property;
(j) Conditions constituting a significant health or safety hazard
for occupants of the Property;
(k) Underground storage tanks on the Property for storage of
flammable or combustible liquids including but not limited to
gasoline and heating oil; NOTE: The Wisconsin Administrative
Code contains registration and operation rules for such
underground storage tanks.
(l) Underground or aboveground storage tanks for storage of
flammable, combustible or hazardous materials including but not
limited to gasoline and heating oil, which are currently or
which were previously located on the Property;
(m) High voltage electric (100 KV or greater) or steel natural gas
transmission lines located on but not directly serving the
Property;
(n) Material levels of hazardous substances located on Property or
previous storage of material amounts of hazardous substances
on Property;
(o) Other conditions or occurrences which would significantly
reduce the value of the Property to a reasonable person with
knowledge of the nature and scope of the condition or
occurrence.
/ / ENVIRONMENTAL SITE ASSESSMENT: An "environmental site assessment" may
include, but is not limited to: (1) an inspection of the Property: (2) a review
of the ownership and use history of the Property, including a search of title
records showing private ownership of the Property for a period of 80 years
prior to the visual inspection; (3) a review of historic and recent aerial
photographs of the Property, if available; (4) a review of environmental
licenses, permits or orders issued with respect to the Property; (5) an
evaluation of results of any environmental sampling and analysis that has been
conducted on the Property; and (6) a review to determine if the Property is
listed in any of the written compilations of sites or facilities considered to
pose a threat to human health or the environment including the National
Priorities List, the Department of Natural Resources' (DNR) registry of
Abandoned Landfills, the DNR's Registry of Leaking Underground Storage Tanks,
and the DNR's most recent remedial response site evaluation report (including
the Inventory of Sites and Facilities Which May Cause or Threaten to Cause
Environmental Pollution). Any "environmental site assessment" performed under
this Offer shall comply with generally recognized industry standards (e.g.
current American Society of Testing and Materials "Standards for Environmental
Site Assessments for Commercial Real Estate"), state and federal guidelines, as
applicable. CAUTION: UNLESS OTHERWISE AGREED AN "ENVIRONMENTAL SITE ASSESSMENT"
DOES NOT INCLUDE TESTING OF THE PROPERTY FOR ENVIRONMENTAL POLLUTION.
/ / FIXTURES: A "Fixture" is an item of property which is physically attached
to or so closely associated with land and improvements so as to be treated as
part of the real estate, including, without limitation, physically attached
items not easily removable without damage to the Property, items specifically
adapted to the Property, and items customarily treated as fixtures. A "fixture"
does not include trade fixtures owned by tenants of the Property. See Lines 13
to 20.
/ / INSPECTION: An "inspection" is defined as an observation of the Property
which does not include testing of the Property.
/ / OTHER EXPENSES: In addition to "special assessments for work on site",
government entities may charge one-time or ongoing use fees for other public
improvements relating to curb, gutter, street, sidewalk, sanitary and storm
sewer (including all sewer mains and hook-up and interceptor charges), parks,
street lighting and street trees, and impact fees for other public facilities,
as defined in Wis. Stats. Section 66.55(1)(c) & (f).
/ / TEST: A "test" is defined as the taking of samples of materials such as
soils, water or building materials from the Property and the laboratory or
other analysis of these materials. Note: Any contingency authorizing such tests
should specify the areas of the Property to be tested, the purpose of the test,
(e.g. to determine the presence or absence of environmental contamination), any
limitations on Buyer's testing and any other material terms of the contingency
(e.g. Buyer's obligation to return the Property to it's original condition).
PROVISIONS TO RELATED FINANCING
/ / LOAN COMMITMENT: If this Offer is contingent on financing, Xxxxx agrees to
pay all customary financing costs (including closing fees), to apply for
financing promptly, and to provide evidence of application promptly upon
request of Seller. If Xxxxx qualifies for said financing or other financing
acceptable to Xxxxx, Xxxxx agrees to deliver to Seller, or Xxxxxx's agent, a
copy of the written loan commitment no later than the deadline for loan
commitment under the Financing Contingency. If Xxxxx does not make timely
delivery of said commitment, Seller may terminate this Offer if Seller delivers
a written notice of termination to Buyer prior to Seller's actual receipt of a
copy of Xxxxx's written loan commitment.
/ / FINANCING UNAVAILABILITY: If this Offer is contingent on financing and
financing is not available on the terms stated, Buyer shall promptly deliver
written notice to Seller of same including copies of lender(s)' rejection
letter(s) or other evidence of unavailability. Unless a specific loan source is
named in the Financing Contingency, Seller shall then have 5 days to give Buyer
written notice of Xxxxxx's decision to finance this transaction on the same
terms set forth herein, and this Offer shall remain full force and effect, with
the time for closing extended accordingly. If Seller's notice is not timely
given, this Offer shall be null and void.
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PROPERTY DESCRIPTION: W180 N11711 River Lane, page 4 of 4 - COMMERCIAL OFFER
Germantown, WI
OPTIONAL PROVISIONS: THE PROVISIONS ON LINES 222 THROUGH 268 ARE A PART OF
THIS OFFER IF MARKED, SUCH AS WITH AN "X". THEY ARE NOT PART OF THIS OFFER IF
MARKED N/A OR ARE LEFT BLANK.
/X/ FINANCING CONTINGENCY: This Offer is contingent upon Buyer being able to
obtain: [CHECK APPLICABLE FINANCING BELOW]
/ / land contract financing from Seller at closing as further described
at lines 212 to 218 and 226 to 240.
/X/ a fixed rate first mortgage loan commitment as further described
at lines 202 to 211 and 226 to 236, within 40 days of acceptance of this Offer.
The financing selected shall be in an amount of not less than the purchase price
for a term of not less than 20 years, amortized over not less than 20 years. If
the purchase price under this Offer is modified, the financed amount, unless
otherwise provided, shall be adjusted to the same percentage of the purchase
price as in this contingency and the monthly payments shall be adjusted as
necessary to maintain the term and amortization stated above. IF FINANCING IS
FIXED RATE the annual rate of interest shall not exceed 8.5% and monthly
payments of principal and interest shall not exceed $____________. MONTHLY
PAYMENTS MAY ALSO INCLUDE 1/12th of the estimated net annual real estate taxes,
hazard insurance premiums, and private mortgage insurance premiums. The
mortgage may not include a prepayment premium. Xxxxx agrees to pay a loan fee
in an amount not to exceed 1% of the loan. (Loan fee refers to discount points
and/or loan origination fee, but DOES NOT include Buyer's other closing costs.)
/X/ DOCUMENT REVIEW CONTINGENCY: This Offer is contingent upon Seller
delivering the following documents to Buyer within ______ days of acceptance:
[CHECK THOSE THAT APPLY]
/X/ Documents evidencing that the sale of the Property has been
properly authorized, if Seller is a business entity.
/X/ A complete inventory of all furniture, fixtures and equipment
included in this transaction which is consistent with
representations made prior to and in this Offer.
/X/ Uniform Commercial Code lien search as to the personal property
included in the purchase price, showing the Property to be free and
clear of all liens, other than liens to be released prior to or at
closing.
/ / Other Building and use restrictions.
This contingency shall be deemed satisfied unless Buyer, within 10 days of the
earlier of receipt of the final record to be delivered or the deadline for
delivery of the documents, delivers to Seller a written notice indicating that
this contingency has not been satisfied. The notice shall identify which
document(s) have not been timely delivered or do not meet the standard set
forth for the document(s).
/ / ENVIRONMENTAL EVALUATION/INSPECTION CONTINGENCY: This Offer is contingent
upon: [CHECK THOSE THAT APPLY]
/ / A qualified independent environmental consultant of Buyer's choice
conducting an environmental site assessment of the Property (see lines
179 to 189), at (Buyer's)(Seller's) [STRIKE ONE] expense, which
discloses no defects. A defect is defined as a material violation of
any environmental law, a material contingent liability affecting the
Property arising under any environmental law, the presence of an
underground storage tank(s) or material levels of hazardous substances
either on the Property or presenting a significant risk of contaminating
the Property due to future migration from other properties.
/ / A qualified independent inspector of Xxxxx's choice conducting an
inspection of the Property and ______________________________________
_____________________________________________ at (Buyer's)(Seller's)
[STRIKE ONE] expense, which discloses no defects. A defect is defined
as a structural, mechanical or other condition would have a significant
adverse effect on the value of the Property; that would significantly
impair the health and safety of future occupants of the Property; or
that if not repaired, removed or replaced would significantly shorten or
have a significantly adverse effect on the expected normal life of the
Property.
This contingency shall be deemed satisfied unless Buyer, within _____ days of
acceptance, delivers to Seller a copy of the environmental site
assessment/inspection report(s) and a written notice listing the defect(s)
identified in the environmental site assessment/inspection report(s) to which
Buyer objects. Defects do not include conditions the nature and extent of
which Xxxxx had actual knowledge or written notice before signing the Offer.
Xxxxx agrees to deliver a copy of the report and notice to listing broker, if
Property is listed, promptly upon delivery to Seller.
/X/ ADDENDA: The attached Addendum A is made part of this Offer.
ADDITIONAL PROVISIONS _________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
IF ACCEPTED, THIS OFFER CAN CREATE A LEGALLY ENFORCEABLE CONTRACT. BOTH
PARTIES SHOULD CAREFULLY READ THIS DOCUMENT. BROKERS MAY PROVIDE A GENERAL
EXPLANATION OF THE PROVISIONS OF THE OFFER BUT ARE PROHIBITED BY LAW FROM
GIVING ADVICE OR OPINIONS CONCERNING YOUR LEGAL RIGHTS UNDER THIS OFFER OR HOW
TITLE SHOULD BE TAKEN AT CLOSING. AN ATTORNEY SHOULD BE CONSULTED IF LEGAL
ADVICE IS REQUIRED.
This Offer was drafted on 9/3/96 (date) by Attorney Xxxxxxx X. Xxxxxxx
------ ---------------------------
(Licensee and Firm)
(x) Xxxxxxx X. Xxxxxxxxxx, Xx.
___________________________________________________________________
(Buyer's Signature) Print Name here: Xxxxxxx X. Xxxxxxxxxx, Xx.
____________________________________ ______________________
(Social Security No.) (Date)
(x)_______________________________________________________________________
(Buyer's Signature) Print Name here:
____________________________________ ______________________
(Social Security No.) (Date)
XXXXXXX MONEY RECEIPT BROKER ACKNOWLEDGES RECEIPT OF XXXXXXX MONEY AS PER LINE
10 OF THE ABOVE OFFER.
______________________________________Broker (By)_____________________________
SELLER ACCEPTS THIS OFFER. THE WARRANTIES, REPRESENTATIONS AND COVENANTS MADE
IN THIS OFFER SURVIVE CLOSING AND THE CONVEYANCE OF THE PROPERTY. THE
UNDERSIGNED XXXXXX AGREES TO CONVEY THE ABOVE-MENTIONED PROPERTY ON THE TERMS
AND CONDITIONS AS SET FORTH HEREIN AND ACKNOWLEDGES RECEIPT OF A COPY OF THIS
OFFER.
(x)_____________________________________ _____________________ ______
(Seller's Signature) Print Name here: (Social Security No.) (Date)
(x)_____________________________________ _____________________ ______
(Seller's Signature) Print Name here: (Social Security No.) (Date)
THIS OFFER WAS PRESENTED TO SELLER BY ______________ ON ____________, 19__, AT
_______a.m./p.m.
THIS OFFER IS REJECTED _________________ ________ THIS OFFER IS COUNTERED [SEE
(Seller Initials) (Date)
ATTACHED COUNTER] __________________ ________
(Seller Initials) (Date)
5
ADDENDUM A
This Addendum is made part of the Commercial Offer to Purchase dated
September 3, 1996, signed by the Buyer, Xxxxxxx X. Xxxxxxxxxx, Xx., or his
assigns, for the property known as W180 N11711 River Lane, Germantown,
Washington County, Wisconsin.
I. BUYER'S OBLIGATION TO CONCLUDE THIS OFFER IS CONDITIONED UPON THE
CONSUMMATION OF THE FOLLOWING:
1. Seller, at its expense, shall provide to Buyer a copy of a current
(dated within one year of date of closing) certified survey prepared by a
duly-licensed land surveyor, at minimum three (3) days prior to closing. Said
survey shall set forth an accurate metes-and-bounds description of the
Property, locate all existing easements and rights-of-way, alleys, streets and
roads; show any and all encroachments upon the Property, show all existing
improvements (such as the building, power lines, fences, driveways, sidewalks,
etc.).
In the event the survey shows any encroachments of any improvements
upon, from or onto the Property, or any easement which the title company will
not insure over, or which interferes with Buyer's intended use and enjoyment,
then said encroachment and/or easement shall be deemed to be a title defect
and, at Buyer's option, this Offer shall be deemed null and void.
2. Seller shall within ten (10) days from the date of acceptance of this
Offer furnish Buyer with copies of the approved plans and specifications for
the building.
Within ten (10) days from the receipt of all of the above information and
documentation, Buyer shall be entitled to give written notice to Seller, at
Xxxxx's sole discretion, terminating this Offer to Purchase, if Buyer is
dissatisfied with any of the above documentation. If said notice is received
by Seller within said period of time, then this Offer is deemed null and void.
3. Seller shall execute a "triple net" lease with Buyer to lease the
Property for a term from the date of closing through June 30, 1997, at a rent
rate of $9.50 per square foot.
4. There shall be no proration of real estate taxes, sewer and water
expenses, special assessments, etc. It is understood that Seller shall pay for
all such expenses through the term of the "triple net lease."
Xxxxxxx X. Xxxxxxxxxx, Xx.
------------------------------
Buyer
------------------------------
Seller
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WB-44 Counter-Offer Wisconsin Legal Blank Co., Inc.
Approved by the Wisconsin Department Milwaukee, WI
of Regulation and Licensing
7/30/91 (optional use date) 1/1/92 (mandatory use date)
Counter-Offer No. 1 by (Seller)
COUNTER-OFFER
The Offer to Purchase dated September 3, 1996, and signed by Xxxxx,
Xxxxxxx X. Xxxxxxxxxx, Xx., for purchase of real estate at W180 X00000 Xxxxx
Xxxx, Xxxxxxxxxx, Xxxxxxxxx is countered.
ALL TERMS AND CONDITIONS REMAIN THE SAME AS STATED IN THE OFFER TO PURCHASE
EXCEPT THE FOLLOWING:
[CAUTION: THIS COUNTER-OFFER DOES NOT INCLUDE THE TERMS OR CONDITIONS IN ANY
OTHER COUNTER-OFFER UNLESS INCORPORATED BY REFERENCE.]
(1) The Purchase Price shall be $678,900.
(2) Paragraph 3 of Addendum A will be as follows:
Seller and Xxxxx will enter into a "triple net" lease to lease
the property for a term from the date of Closing through June
30, 1997, at a rent rate of $8.75 per square foot, with Seller
having the right to extend such lease month-to-month thereafter
if required for occupancy of space in the Germantown Mutual
building under construction.
(3) Seller shall have the right to terminate this agreement without
penalty at any time prior to the scheduled date of Closing if
for any reason the Board determines that the transaction would
not be in the best interests of the shareholders.
(4) The date of Closing shall be November 20, 1996.
Any warranties and representations made in this Counter-Offer survive the
closing of this transaction.
This Counter-Offer is binding upon Seller and Buyer only if a copy of
the accepted Counter-Offer is delivered to the party making the Counter-Offer
on or before October 8, 1996. Delivery of the accepted Counter-Offer may be
made in the following ways: (1) by depositing a copy of the accepted
Counter-Offer postage or fees prepaid in the U.S. mail or a commercial delivery
system addressed to Xxxxxxxx X. Xxxxx, c/o Milwaukee Resistor Corporation,
0000 Xxxx Xxxxxxx Xxxxxx, X.X. Box 24200, Milwaukee, WI 53224-0200, (2) by
personal delivery to the party making the Counter-Offer, or (3) by electronic
transmission of the accepted Counter-Offer to the following telephone number:
(000) 000-0000.
The party making this Counter-Offer may withdraw the Counter-Offer prior to
acceptance and delivery as provided in lines 31-36.
XXXXX XXXXX, INC.
Date: October 4, 1996 Time: ______ a.m./p.m. By: Xxxxxxxx X. Xxxxx
(Seller) Chairman
This Counter-Offer was drafted by
(Licensee and Firm): _______________________________
Xxxxxx X. Xxxxx, Attorney
_____________________________________________ _______________________________
_____________________________________________ (Seller/Buyer)
_______________________________
--------------------------------------------------------------------------------
ACCEPTANCE OF COUNTER-OFFER
The above Counter-Offer is accepted.
Date: October 4, 1996 Time: ______ a.m./p.m. Xxxxxxx X. Xxxxxxxxxx, Xx.
(Buyer)
This Counter-Offer was presented by
(Licensee and Firm):
_____________________________________________ _______________________________
___________________________________________on (Buyer/Seller)
Date:__________________Time: ______ a.m./p.m.
ATTACH THIS COUNTER OFFER TO THE OFFER TO PURCHASE
Note: Provisions from a previous Counter-Offer may be included by
reproduction of the entire provision or incorporation by reference.
Provisions incorporated by reference may be indicated in the subsequent
Counter-Offer by specifying the number of the provision or the lines
containing the provision. In transactions involving more than one
Counter-Offer, the Counter-Offer referred to should be clearly
specified.
