PART III
EXHIBIT 6.5
REAL ESTATE PURCHASE AGREEMENT
BY AND BETWEEN THE COMPANY
AND XXXXX XXXXXX XxXXXXX
DATED
AUGUST 4, 1997
REAL ESTATE PURCHASE AGREEMENT
THIS REAL ESTATE PURCHASE AGREEMENT (the "Agreement") is
made effective as of the ________ day of ________________, 1997 by
and between FULL TILT SPORTS, INC., a Colorado corporation (the
"Purchaser") and XXXXX XXXXXX XXXXXXX (the "Seller").
RECITALS
WHEREAS, the Seller is the owner of certain real property
with legal description of "attached as Exhibit "A" ", also known
as 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000; and
WHEREAS, the Seller desires to sell, and the Purchaser desires
to purchase said real property.
NOW THEREFORE, in consideration of the mutual premises,
covenants and representations contained herein, and intending to
be legally bound, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
Terms of Transaction
1.1 Sale. In exchange for the payment by Purchaser to
Seller of the Purchase Price, as defined herein, and in
consideration of the premises and promises contained herein,
Seller shall transfer and deliver the Real Property, as defined
herein, to Purchaser at the Closing, as defined herein.
1.2 The Real Property. The real property of the Seller to
be transferred and delivered hereunder (the "Real Property")
consists of the following:
attached as Exhibit "A",
also known as 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx
00000. The Purchase Price includes any and all structures and
improvements located on the premises of the Real Property, and
any and all water rights and mineral rights thereon that are
owned by the Seller.
1.3 Purchase Price. At the Closing the Purchaser shall
deliver the purchase price of one hundred thirty two thousand
five hundred dollars ($132,500) plus any accrued interest and the
actual costs pertaining to this Agreement and this real estate
transaction incurred by the Seller as of the date of Closing (the
"Purchase Price") to the Seller, which shall be paid in cash.
ARTICLE II
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Closing
2.1 The closing as defined throughout this Agreement (the "Closing"),
shall take place at the office of on the date of _______________,
at ______ o'clock, ___. M., and being effective as of such date and time,
or at such other time and date as the parties mutually agree in writing.
ARTICLE III
Representation and Warranties of Seller
Seller represents and warrants the following:
3.1 Title to the Real Property. Seller has good and
marketable title to the Real Property, not subject to judgment,
mortgage, pledge, lien, assignment, option, encumbrance claim, or
other charge. None of the Real Property is held by Seller under
or subject to any lease, consignment, conditional sales contract
or other title retention agreement, except for a security
interest to secure a mortgage loan by Air Academy National Bank.
3.2 No Encumbrances. As of the Closing, Seller has not
granted a security interest in the Real Property, except for a
security interest to secure a mortgage loan by Air Academy
National Bank, which mortgage shall be paid at Closing.
3.3 Payment of Taxes. All applicable taxes have been paid
through December 31, 1996, and any applicable taxes for 1997,
which shall be prorated to the date of Closing, shall be paid by
the Seller on or before Closing.
ARTICLE IV
Representations and Warranties of Purchaser
Purchaser represents and warrants:
4.1 Corporate Organization. Purchaser is a corporation
duly organized, validly existing and in good standing under the
laws of the State of Colorado, with full corporate power to own
and operate its properties, to carry on its business, as it is
now being conducted, to enter into this Agreement, and to carry
out the transactions contemplated hereby.
4.2 Corporate Authority. The execution and delivery of
this Agreement and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all
necessary corporate actions on the part of Purchaser. This
Agreement when executed and delivered, will be the valid and
binding obligation of the Purchaser enforceable against Purchaser
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in accordance with their terms.
4.3 No Violation. Neither the execution and delivery of
this Agreement nor the consummation of the transactions
contemplated hereby will result in a violation of, or be in
conflict with, or accelerate the performance required by
Purchaser's Articles of Incorporation or Bylaws or any order,
judgment, injunction, decree, statute, rule, or regulation
applicable to Purchaser.
4.4 Consents and Approvals. No consent, approval, or
authorization of, or declaration, filing, or registration with,
any governmental or regulatory authority or other third party is
required in connection with the execution, delivery, and
performance of this Agreement and the consummating of the
transactions contemplated hereby.
ARTICLE V
Conditions Precedent to Obligations of Purchaser
The obligations of Purchaser are subject to
satisfaction on or before the Closing of the following
conditions:
5.1 Financing. The purchase of the Real Property herein is
contingent upon the Purchaser obtaining financing for the full
amount of the Purchase Price that is satisfactory to the
Purchaser. The Purchaser shall make a good faith effort to
obtain such financing by the date of Closing herein. In the
event that the Purchaser is unable to obtain said financing by
the date of Closing, the Purchaser shall be under no obligation
to purchase the Real Property under this Agreement.
5.2 Title. Purchaser shall have the right to inspect the
title documents and title insurance commitment the Real Property
which shall be delivered to the Purchaser by the Seller at least
20 days prior to the date of Closing. On or before 10 days prior
to the date of Closing, the Purchaser may give written notice of
any unsatisfactory conditions of said title documents, and unless
such unsatisfactory conditions are cured to the Purchaser's
satisfaction prior to the date of Closing, the Purchaser shall be
under no obligation to purchase the Real Property under this
Agreement.
5.3 Inspection. Purchaser shall have the right to physically
inspect the Real Property. On or before 10 days prior to the
date of Closing, the Purchaser may give written notice of any
unsatisfactory conditions of the Real Property, and unless such
unsatisfactory conditions are cured to the Purchaser's
satisfaction prior to the date of Closing, the Purchaser shall be
under no obligation to purchase the Real Property under this
Agreement.
5.4 Performance. Seller shall have complied with each of
its agreements, obligations, and covenants contained herein.
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5.5 Representations and Warranties. The representations
and warranties made by Seller in this Agreement shall be true and
correct in all respects as if made on and as of the date of
Closing.
5.6 Due Diligence. Seller shall cooperate and provide access
to the Purchaser to conduct a due diligence verification of the
Seller's representations and warranties.
5.7 Encumbrances. Purchaser shall have received evidence,
reasonably satisfactory to it that the Real Property is free and
clear of all liens, security interests, claims, and encumbrances,
except as otherwise set forth herein.
5.8 Seller Action. All action required by Seller to
authorize and approve the transactions contemplated hereby shall
have been taken.
ARTICLE VI
Conditions Precedent to Obligations of Seller
The obligations of Seller are subject to satisfaction
at the Closing of the following conditions:
6.1 Performance. Purchaser shall have complied with each
of its agreements, obligations, and covenants contained herein.
6.2 Representations and Warranties. The representations
and warranties made by Purchaser in this Agreement shall be true
and correct in all respects as if made on and as of the date of
Closing.
6.3 Purchaser Action. All action required by Purchaser to
authorize and approve the transactions contemplated hereby shall
have been taken.
ARTICLE VII
Events to Take Place at the Closing
7.1 Deliveries by Seller. Seller shall execute and deliver
to Purchaser, each in form and substance reasonably satisfactory
to Purchaser:
(a) a General Warranty Deed transferring the Real Property
to the Purchaser; and
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(b) such other titles or agreements with covenants of
warranty, endorsements, assignments, and other good and
sufficient instruments of conveyance, transfer, and assignment as
shall be necessary to vest in the Purchaser good and merchantable
title to the Real Property.
7.2 Deliveries by Purchaser. Purchaser shall deliver to the
Seller the Purchase Price in accordance with Section 1.3 herein.
ARTICLE VIII
Miscellaneous
8.1 Assignment; Binding Effect. Purchaser may assign this
Agreement or any of its rights and duties hereunder with the
prior written consent of Seller. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors and assigns.
8.2 Taxes and Fees. Purchaser shall be liable for and pay
for any personal property, sales and use taxes arising as a
result of the transactions contemplated by this Agreement. All
other taxes, fees and expenses which arise as a result of the
consummation of the transactions contemplated hereby shall be
prorated to the date of Closing.
8.3 Expenses. Whether or not the transactions contemplated
by this Agreement are consummated, all legal, consulting and
other expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party
incurring such expenses.
8.4 Termination. In the event this Agreement is terminated,
all payments and things of value received hereunder shall be returned
and the parties shall be relieved of all obligations hereunder.
8.5 Legal Advice. Both parties acknowledge that they have
had ample opportunity to consult with legal and tax counsel before
entering into this Agreement. The parties further acknowledge and
agree that this Agreement was negotiated at arms length and that any
provision herein shall not be construed against a party solely because
such provision was initially drafted by such party.
8.6 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be original and all
of which together shall constitute one and the same instrument.
8.7 Miscellaneous. This Agreement constitutes the entire
understanding of the parties with respect to the subject matter
herein. This Agreement shall be governed by the laws of the
State of Colorado. There are no representations, promises,
warranties, covenants or undertakings other than those expressly
set forth herein. No modification, waiver or termination of any
of the terms herein shall be valid unless in writing and executed
with the same formality as this Agreement. No waiver by either
party of any breach or default hereof by the other shall be
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deemed to be a waiver of any preceding or succeeding breach or
default hereof, and no waiver shall be operative unless the same
shall be in writing. The headings contained in this Agreement
are for convenience of reference only and shall not be deemed to
alter or affect any provision hereof. Should any provision of
this agreement be declared invalid by a court of competent
jurisdiction, the remaining provisions hereof shall remain in
full force and effect regardless of such declaration. In the
event of any dispute or litigation between the parties, the
prevailing party shall be entitled to reasonable attorneys fees
and costs. Time is of the essence.
IN WITNESS WHEREOF, the parties have executed this Real
Property Purchase Agreement on the date first above written.
PURCHASER: SELLER:
FULL TILT SPORTS, INC.
By: /s/ Xxxxx X. Xxxxxxx /s/ Xxxxx Xxxxxx XxXxxxx
________________________ ______________________
Xxxxx X. Xxxxxxx, President Xxxxx Xxxxxx XxXxxxx
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