CONTRACT FOR SALE OF REAL ESTATE
EXHIBIT
10.1
CONTRACT
FOR SALE OF REAL ESTATE
JUNE 26, 2009
RECEIVED of XX
Xxxxx Inc., a Maine corporation, or assigns hereinafter called the Purchaser,
the sum of:
TWENTY-FIVE
THOUSAND DOLLARS ($25,000) as a deposit on account of the purchase price of the
following described real estate, situated in Penobscot County, State of Maine,
to wit:
0000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxx,
further described as a 23,000 +/- sf building situated on a 4.5 acre lot
as shown on Map R9, Lot 13A in the City of Bangor tax assessor's office and
recorded in the Penobscot County Registry of Deeds, Book 5224, Page 331
(hereinafter referred to as the "Premises"),
the TOTAL
purchase price being NINE HUNDRED THOUSAND DOLLARS ($900,000) to be paid as
follows:
$25,000
herewith;
$875,000 balance
in cash or certified check or closing agent check at closing.
Said deposit is
received and held by Xxxxxxx Commercial Real Estate, subject to the following
terms and conditions:
1. Seller
shall have until 5 o'clock p.m. on Friday, June 26, 2009, to accept the within
offer; and if Seller has not accepted the offer by such time, said deposit shall
be returned promptly to Purchaser. Xxxxxxx Commercial Real Estate will hold said
deposit and act as escrow agent until the closing.
2. Within
30 days from the full execution of this Contract, Purchaser shall notify the
Seller of any title defects to which Purchaser objects, and Seller shall have a
reasonable period of time, not to exceed 30 days, to cure such objections. If
Seller is unable to cure the objections after having made reasonable efforts,
Purchaser may either consummate the purchase of the Premises in accordance with
this Contract or terminate this Contract, in which case the Seller shall refund
to Purchaser the deposit made hereunder and the parties shall have no further
obligation to each other.
3. The
closing shall take place within 15 days of the satisfaction of the contingencies
outlined in Paragraph 11, or at such other time or place as may be agreed by
both parties. Seller shall on the date of closing execute typical closing
documents and title insurance documents and deliver a good and sufficient
warranty deed conveying the Premises to the Purchaser or its nominee, in fee
simple, with good and marketable title thereto. Seller shall deliver possession
of the premises to the Purchaser or its nominee at the time of closing, free of
all tenants and occupants, unless otherwise provided herein. The Premises shall
be broom clean, free of all possessions and debris, and in the same condition as
they are now, reasonable wear and tear accepted. Purchaser may inspect the
Premises on or before the date of closing to verify the condition of the
Premises.
4. The
following items will be pro-rated as of the Closing: Real estate taxes X ; fuel X ; rents___;
utilities X.
5. Risk
of loss or damage to the Premises, by fire or otherwise, until title is passed,
remains with the Seller. In the event of any such loss or damage, Purchaser
shall have the option of terminating this Contract and receiving its deposit
back, or to accept available insurance proceeds that cover the damage and to
close the transaction with the Premises in an "as is" condition.
6. In
case of the failure of the Purchaser to pay the purchase price or to perform any
of the covenants on its part made or entered into, at Seller's option, this
Contract will be terminated and the deposit will be retained by the Seller as
liquidated damages; the escrow agent is hereby authorized by the Purchaser to
deliver the deposit to the Seller under the foregoing
circumstances.
7. Time
is of the essence under this
Contract. All covenants and agreements herein contained will inure to and be
binding upon the heirs, personal representatives, successors and assigns of the
parties.
8. The
Seller acknowledges that Xxx Xxxxxxxxx of Xxxxxxx Commercial Real Estate is
acting solely as the Seller's agent in this transaction.
9. The
Seller and Purchaser will each pay one-half of the real estate transfer tax
payable as a result of this transaction.
10. This
Contract may be signed in any number of identical counterparts, such as a faxed
copy, with the same binding effect as if the signatures were on one instrument.
Original or faxed signatures are binding.
11. Purchaser's
obligations hereunder are subject to and conditioned upon:
A.
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Purchaser
obtaining a satisfactory "Level One" environmental assessment within 30
days of the full execution of this agreement. Should the "Level One"
assessment recommend "Level Two" testing then the Purchaser shall have an
additional 30 days to complete the "Level Two"
assessment;
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B.
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Purchaser
promptly making application for and obtaining a satisfactory commitment
for bank financing in the amount of $720,000 within 30 days of the full
execution of this agreement. If Purchaser is acting in good faith to
obtain satisfactory bank financing but requires additional time to do so,
this contingency may be extended for two additional fifteen (15) day
periods.
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C.
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Purchaser
obtaining a satisfactory building inspection within 30 days of the full
execution of this agreement.
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D.
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Purchaser
determining within 30 days of the full execution of this agreement, in
Purchaser's sole opinion, that the Premises can be
feasibly
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and
economically acquired, developed and operated in accordance with
Purchaser's intentions; such determination to include, without limitation,
Purchaser's confirmation, to Purchaser's sole satisfaction, that (a) the
soil conditions existing on the Premises are adequate for Purchaser's
anticipated use and that no environmental, toxic waste, or hazardous
substance problems exist with respect to the Premises, (b) gas, electric
and other necessary utilities are presently available on or to the
boundaries of the Premises in adequate capacities to service Purchaser's
anticipated use, or will be brought to the boundaries of the Premises
through dedicated easements at Purchaser's sole cost and expense, (c) any
governmental permit, authorization, variance or curb cuts(s) desired or
required by Purchaser is available to Purchaser, (d) all zoning
regulations, including without limitation, all building height, set-back,
density and other building, health and safety regulations and limitations
applicable to the Premises, are compatible with Purchaser's proposed use,
(e) all data furnished to Purchaser by Seller is acceptable to Purchaser
and their engineers, (f) no governmental or deed restriction affecting the
Premises or signage thereon is inconsistent with Purchaser's intended use,
and (g) to the extent applicable, Seller has obtained all subdivision, lot
split and other approvals, in final and non-appealable from, required from
any governmental authority to permit the conveyance of the Premises to
Purchaser hereunder as a separate legal parcel, in the configuration set
forth on the Survey to be approved by Purchaser.
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E.
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Purchaser
obtaining a satisfactory survey or inspection sketch verifying the
location of lot lines and improvements thereon and lack of encroachments
within thirty (30) days of the full execution of this
agreement.
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F.
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Purchaser
being able to obtain satisfactory liability and hazard insurance with
extended coverage on the premises at ordinary rates from an insurer of
Purchaser's choice within thirty (30) days of the full execution of this
agreement.
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If any of the
above-referenced contingencies are unsatisfactory to the Purchaser, then the
Purchaser may terminate this Agreement by written notice to Seller within each
specified frame, and the deposit shall be returned to the Purchaser and both
parties shall be released from their prospective obligations hereunder. If
Purchaser does not so elect to terminate this Agreement by notice in writing to
Seller within the specified time periods, then this condition shall be deemed to
have been satisfied.
12. Within
five days of the full execution of this Contract, Seller shall provide Purchaser
with any existing abstracts of title, or title insurance policies, and surveys
and site plans in its possession related to the Premises. Seller will provide a
copy of a Level I site assessment by X.X. Xxxx dated November 6, 1992 and
represents to Purchaser that Seller has no knowledge of any potential hazardous
waste beyond the report contents.
13. Any
dispute or claim arising out of or relating to this Contract or the Premises
address in this Contract shall be submitted to mediation in accordance with the
Maine Residential Real Estate Mediation Rules of the American Arbitration
Association. This clause shall survive the closing of this
transaction.
14. Seller
shall give Purchaser and Purchaser's agents and representatives'
reasonable access to the Premises during normal business hours. If the
transaction contemplated by this Contract does not close for any reason,
Purchaser shall restore the Premises so examined or tested to its original
condition prior to Purchaser's entry which such changes of condition were caused
by Purchaser. Purchaser hereby agrees to indemnify and defend and hold harmless
Seller for any damage, claim, loss, liability or expense incurred or suffered in
connection with the Inspections by reason of the granting or exercise of the
right and license granted herein. The provisions of this paragraph shall survive
the Closing or other termination of this Contract.
A COPY OF THE
CONTRACT IS TO BE RECEIVED BY ALL PARTIES AND, BY SIGNATURE, RECEIPT OF A COPY
IS ACKNOWLEDGED.
Xxxxxxx
Commercial Real Estate, Seller's Broker
I hereby agree to
purchase the Premises at the price and upon the terms and conditions set forth
above.
Signed this 26th
day of June, 2009.
PURCHASER:
________________________________
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/s/ Xxxxxx Xxxxx
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Witness
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Xxxxxx
Xxxxx, President
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XX Xxxxx,
Inc.
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ACCEPTANCE
I hereby accept
the offer and agree to deliver the Premises at the price and upon the terms and
conditions above stated.
Signed this
25th
day of June, 2009.
SELLER:
__________________________________
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/s/ Xxxx Xxxxxxxxx
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Witness
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Xxxx
Xxxxxxxxx
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ADCO
Surgical Supply, Inc.
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