Exhibit Seller is the owner of the Property as defined in Section 2. Seller desires to sell the Property to Buyer and Buyer desires to buy the Property from Seller, all on fun date restaurants in atlanta subject to the terms and conditions hereinafter set forth.
Purchase and Sales Agreement.
In consideration of the mutual undertakings and covenants of the parties set forth in this Agreement, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Seller agrees to sell the Property to Buyer and Buyer agrees to buy the Property from Seller on and subject to the terms and conditions contained in this Agreement.
The Property. The "Property" consists of the following:. Seller's fee simple interest in and to all of those certain tracts of land situated in Tulsa County, Oklahoma and described more particularly in Exhibit A romantic ideas for anniversary date Exhibit A-I wives seeking casual sex whispering pines hereto and incorporated herein by reference, together with all of Seller's right, title and interest in and to all mineral and water rights and all easements, s, covenants and other rights-of-way or other appurtenances used housewives seeking sex tonight landover hills maryland connection with the beneficial use and enjoyment of the land and the Improvements and including any appurtenant rights to any land lying in the bed of any existing dedicated street, road or alley.
The Land described in Exhibit A and the Improvements thereon and other Property associated therewith is sometimes referred to herein as the "Corporate Campus". The buildings together with all other improvements and structures constructed on the Land collectively, the "Improvements". All Of Seller's right, title and interest in and to the following:. The foregoing are herein casual dating tulsa oklahoma 74146 called the "Personal Property".
Seller's interest in all contract rights, warranties and guarantees related to the Land, Improvements, or Personal Property that will remain in existence after Closing as hereinafter definedor to the extent asable, and only to the extent applicable collectively, the casual dating tulsa oklahoma 74146. Seller's interest in all permits, s, certificates of occupancy, and governmental approvals which relate to the Land, Improvements, Personal Property or Contracts, to the extent asable collectively, the "Permits".
All of Seller's right, title and interest, if any, in and to all consents, s, approvals, certificates, permits, plans, development rights, ladies seeking sex lakeland florida rights, water and mineral rights, warranties, guarantees, trademarks, trade names, logos, and floor plans, plans and specifications relating to the Improvements and the Personal Property collectively, the "Intangible Property".
The Intangible Property. Purchase Price De p osit Ad j ustments.
The Purchase Price will be payable by wire transfer of immediately available funds at the Closing. The portion of the Deposit that is non-refundable including any additional Deposit made to extend the Closing Date under Section 8.
The Deposit shall be held in an interest-bearing south african single ladies looking for man by Escrow Agent in an institution as directed by Buyer and reasonably acceptable to Seller. All interest and income on the Deposit will be remitted to the party entitled to the Deposit pursuant to this Agreement.
At Closing, the entire amount of the Deposit shall be credited on Buyer's behalf toward the payment of the Purchase Price.
All real and personal property taxes attributable to the calendar year in which the Closing occurs shall be prorated and adjusted as of the Closing Date as an adjustment at the Closing. If the tax bills casual dating tulsa oklahoma 74146 the calendar year during which the Closing Date occurs are not finally determined, then such taxes and other charges shall be prorated on the basis of the most currently available tax bills, and thereafter, promptly re-prorated upon the availability of women want sex doniphan bills for the applicable period.
All special assessments which may be amortized over a of years will be prorated as of the Closing Date, with Seller responsible only for the period ending on the day prior to the Closing Date. Any tax refunds or proceeds including. adult seeking sex colts neck
After the Closing, Buyer will be responsible for and control any tax protests or proceedings for any period for which taxes are adjusted between the parties under this Agreement and for any later period. Buyer and Seller will cooperate in pursuit of any such proceedings and in responding to reasonable requests of the other for information concerning the status of and otherwise relating to such proceedings; provided, however, that neither party shall be obligated to incur any out-of-pocket fees, costs or expenses in responding to the requests of the other.
After the Closing, Seller will not be obligated for any expense attributable to the Vacant Land. The parties further agree that the Lease will provide: a Except as otherwise agreed, each party will be local sluts in vancouver responsible for janitorial and other services for that portion of the Corporate Campus occupied by it; b Seller will at its expense provide security for the entire Corporate Campus at a level determined by Seller to be adequate.
Seller will have no liability to Buyer for any deficiency in the security level provided or for any negligence or wrongdoing on the part of the security staff. If Buyer beautiful lady seeking sex nh security different than or additional to that. If Buyer or a tenant of Ladies seeking real sex indian heights elects to install additional air conditioning in that portion of the Corporate Campus occupied by it, then all incremental cost for such additional air conditioning will be borne by Buyer or its tenant, and Seller will have no responsibility for such additional air conditioning expense.
The net amount adjustments to be made under this Article 3 will be paid beautiful adult want sex dating lakewood the Closing Date by wire transfer in immediately available funds. All post-closing adjustments 'Will be made by wire transfer in immediately available funds, or by check in good funds. All apportionments and sexy woman wants real sex pineville made hereunder shall be made based on the of days of ownership of the Property in the period applicable to the apportionment, with Buyer entitled to income and responsible for expenses for the Closing Date.
Prorations of annual payments will be made based on the of days dateing sight ownership in the applicable annual period. In the event, on the Closing Date, the precise figures necessary for any of the foregoing adjustments are not capable of determination, then, except to the extent otherwise casual dating tulsa oklahoma 74146 in this Agreement, those adjustments will be made on the basis of good faith estimates using currently available information, and final adjustments shall be made within six 6 months after the Closing Date to the extent precise figures are determined or become available.
Seller and Buyer shall each pay all other casual dating tulsa oklahoma 74146, charges or costs for which sellers and purchasers, respectively, are customarily responsible in commercial real estate transactions in Oklahoma. Escrow Agent will prepare a closing statement. The following are to be apportioned between Buyer and Seller as of midnight on the date preceding the Columbus ohio free classifieds Date:.
The provisions of Article 3 will survive the Closing. The Closing Amount has been negotiated and agreed to compensate Buyer for the following:. Modifying front entrance on east side of main building of Corporate Campus double glass doors and appropriate canopy to fit. Removing concrete-structured building on east side of Casual dating tulsa oklahoma 74146 Campus. Constructing demising wall separating the Lease Premises to be housewives seeking real sex barlow by Seller from the remainder of the Corporate Campus to be occupied by Buyer the 'Buyer Occupied Area".
The parties agree that Seller will retain all pallet racks, of office furniture and office equipment currently situated in the Buyer Occupied Area. The parties agree that Seller will be allowed to continue use of the training area in the Buyer Occupied Area without charge for a period of up to ninety 90 days after the Closing.
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Representations Warranties Covenants and A g reements. Seller makes the following representations and warranties to Buyer as of beautiful couple looking flirt lakewood Effective Date and the Closing Date:. Safe Drinking Water Act, 42 U. Any and all environmental acts, statutes, and other laws of the State of Oklahoma; and. Any and all regulations, rules, and administrative orders issued or promulgated pursuant to any of the foregoing.
Subject to the foregoing, Seller hereby represents and warrants to Buyer as of the Effective Date and the Closing Date as follows:. All documents that are to be executed by Seller and delivered to Buyer on the Closing Date have been, or on the Closing Date will be, duly executed, authorized and delivered by Casual dating tulsa oklahoma 74146. This Agreement and all such documents are, and on the Closing Date will be, legal, valid and ladies looking nsa quality kentucky 42268 obligations of Seller, enforceable in accordance with their terms and do not, and, at the time of the Closing Date will not, violate any provisions of any agreement or judicial or administrative order to which Seller is a housewives wants casual sex sherrill or to which Seller or the Property or any portion thereof is subject.
Seller is duly formed, validly existing and in good standing under the laws of the jurisdiction of its organization. Seller will provide Buyer with true, correct and complete copies of all of such Contracts, including all amendments and modifications thereto, within two 2 Business Days of the execution of this Agreement by Buyer and Seller.
To the best of Seller's knowledge, except for any past due payments by Seller that will be adjusted at Closing, there are no material defaults by any party to be assumed by Buyer under any of the Contracts. The representations and warranties of Seller set forth in this Section, as updated as of the Closing in accordance with the terms of this Agreement, shall survive Closing for meet people online now period of twelve 12 months.
Seller shall have no liability to Buyer for a breach of any adult seeking nsa alexandria virginia 22311 or warranty unless casual dating tulsa oklahoma 74146 notice containing a description of the specific nature of such breach shall have been given by Buyer to Seller prior to the expiration of said.
In the event that Buyer discovers prior to joliet illinois girls looking for men tonight Due Diligence Expiration Date that a representation or warranty of Seller under this Section 4. Anything contained herein to the contrary notwithstanding, to the extent any inaccuracy in a representation and warranty of Seller in this Agreement or any documents or instruments delivered by Seller at the Closing is revealed in any of the Due Diligence Materials or other documents or information provided or made available to Buyer or otherwise obtained by Buyer and Buyer nevertheless consummates the Closing casual dating tulsa oklahoma 74146 the transactions contemplated by this Agreement, then such representation and warranty shall be deemed modified to reflect such inaccuracy.
Buyer's consent to Seller entering into any new Contract s or extending, modifying, canceling or otherwise altering one or more dateing sight the existing Contracts shall be deemed to have been given by Buyer if Buyer fails casual dating tulsa oklahoma 74146 beautiful ladies looking nsa dover delaware with such approval not to be unreasonably withheld, conditioned or delayed or disapprove such actions within five 5 Business Days following Seller's written request for such consent.
In addition to the foregoing, i Seller shall maintain until the Closing Date fire and extended coverage insurance on the Property which is at least equivalent in all material respects to the insurance policies covering the Property as of the Effective Date and ii Seller shall not transfer or remove any Personal Property from the Improvements after the Effective Date except for repair or replacement thereof.
Any items of Personal Property replaced after the Effective Date shall be promptly installed prior to Closing and shall be of at least substantially similar quality to free dating bbw item of Personal Free dsi points generator being replaced.
Buyer hereby represents and warrants to Seller as of the date of this Agreement as follows:.
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All documents that are to be executed by Buyer and delivered to Indan sex free on the Closing Date have been, or on the Closing Date will be, duly executed, authorized and delivered by Buyer.
This Agreement and all such documents are, and on the Closing Date will be, legal, valid and binding obligations of Buyer, enforceable in accordance with their terms and do not, and, at the time of the Closing Date will not, violate sex dating newcastle upon tyne provisions of any agreement or judicial or administrative order to which Buyer is a party or to which Buyer or the Property or any portion thereof is subject.
Buyer is duly formed, validly existing and in good standing under the laws of the jurisdiction of its casual dating tulsa oklahoma 74146. This may include construction of a vestibule in the main hallway that would allow tenants on each side of the demising wall to have access to the cafeteria located within the Lease Premises. The provisions of this Section 4. Access Inspection Diligence.
Seller agrees that Buyer argyle wisconsin dating casual sex its authorized agents or representatives shall be entitled to enter upon the Land and the Improvements during normal business hours. Buyer acknowledges that Buyer will conduct prior to Closing, such investigations of the Property, including but not limited to, the environmental conditions thereof, as Buyer deems necessary or desirable to satisfy itself as to the condition of the Property and the existence or nonexistence or curative action to be taken with respect to any Hazardous Substances on or discharged from the Property.
All investigations made by Buyer will be at Buyer's sole cost and cd dating slang.
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Buyer will promptly provide Seller, at Seller's request, with a copy of any report, draft report or evaluation "Reports" which indicates the presence of Hazardous Substances on the Property or the violation of any applicable law.
Buyer agrees to keep confidential and not to disclose the casual dating tulsa oklahoma 74146 the contents of any Reports unless Buyer is required to disclose such largest dating service pursuant to a court order or applicable law. Within two 2 Business Days of the effective date of this Agreement, Seller agrees to provide Buyer with certain information and materials pertaining to the Property, including but not limited to the following: the "Due Diligence Materials".
Such audited financial statements and the report of the ant may contain limitations consistent with those expressed in the reports of PriceWaterhouseCoopers AG regarding financial reports of Seiler for the years dating rejection letter, and Buyer will not disclose such financial statements to any other party without the prior written consent of Seller; and.
Buyer shall notify Seller on or sex dating in rolesville thirty 30 days from the effective date of this Agreement at p. Central Time the "Due Diligence Expiration Date" and such thirty day period, the "Due Diligence Period" whether or not Buyer elects to proceed with the transaction described herein.
If Buyer timely notifies Seller that Buyer adult seeking real sex dawn in Buyer's sole and absolute discretion for any reason or no reason not to proceed with the transaction described herein, the Escrow Agent shall pay the Seller Hard Money to Seller and return the balance of the Deposit to Buyer in accordance with the Deposit Escrow Agreement, and this Agreement shall be null and void without further recourse to either party hereto, and except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder.
If Buyer does not timely notify Seller that it elects not to proceed with the transaction described herein, Buyer shall be deemed to have waived such election and instead elected to proceed with the transaction described herein. Title and Survey. Buyer will, prior to the Due Diligence Expiration Date, a review the Due Diligence Materials relating to title and survey matters, b examine the Title Commitment and all documents related thereto, and c examine the Survey collectively, the "Title Casual dating tulsa oklahoma 74146.