EXHIBIT 10.30
PURCHASE
AGREEMENT
THIS PURCHASE AGREEMENT
(“Agreement”), dated as of the 14th day of March, 2008,
by and between Jacobs Lot D, Inc. (“Seller), an
Ohio corporation and Jacobs Nautica Development, Inc.
(“Purchaser”), a Delaware corporation, and provides as
follows:
RECITALS
A.
Seller is the owner of fee simple title to approximately 52,480
s.f. of real property, with minor improvements and all personal
property situated thereon, if any, on the west bank of what is
commonly known as “The Flats” in Cleveland, Ohio which
is more particularly described in
Exhibit “A” attached hereto and
incorporated herein (collectively, the
“Property”).
B.
Seller and Jacobs Entertainment, Inc. (“JEI”) are
parties to that certain Option Agreement dated July 11, 2006
“) (the “Option Agreement”) which grants to JEI
the right to lease the Property pursuant to the terms of that
certain lease agreement attached as an exhibit to the Option
Agreement (the “Lease).
C.
The Option Agreement also granted to JEI the option to purchase the
Property in the Lease.
D.
By Assignment dated effective March 12, 2008, JEI assigned its
rights under the Option Agreement to Purchaser.
E.
By written notice dated effective March 12, 2008, Purchaser
has notified Seller of its intention to exercise the lease option
described in the Option Agreement and immediately upon execution of
the Lease, to exercise the option to purchase such Property as
provided in Section 32 of the Lease.
AGREEMENT
NOW, THEREFORE, in consideration of their
mutual promises hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby
mutually acknowledged, the parties hereto covenant and agree as
follows:
1.
CONTRACT FOR PURCHASE AND SALE . This Agreement shall
constitute a binding contract, on the terms and conditions herein
set forth, for the purchase and sale of the Property.
2.
PURCHASE PRICE . The purchase price (the
“Purchase Price”) for the Property shall be
$900,000.00. The Purchase Price shall be payable in
immediately useable funds at Closing (as such term is defined in
Paragraph 3 ) minus the Option Payment Credit. At
Closing, Purchaser shall receive credit against the Purchaser Price
for the two option payments of $50,000 each previously paid to
Seller pursuant to the Option Agreement (the “Option Payment
Credits”).
3.
CLOSING .
a.
The Closing of the purchase and sale of the Property shall be
conducted at Provident Title Agency, Inc., 26301 Curtiss
Wright Parkway, Suite 210, Richmond Heights, Ohio 44143
(the “Title Company”) or at such other place as the
parties may agree upon in writing.
b.
The Closing shall take place no later that thirty (30) days after
Purchaser has notified Seller of its intention to purchase the
Property.
c.
At Closing, the Purchaser shall pay to the Seller the Purchase
Price (minus the Option Payment Credit) and contemporaneously the
Seller shall deliver to Purchaser:
(i)
the Deed (as defined in Paragraph 4 );
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(ii)
an affidavit for the benefit of Purchaser and the Title Company,
satisfactory to both (the “Affidavit”), stating, inter
alia that: (aa) no right to a mechanic’s or
materialmen’s lien has accrued with respect to the Property
as a result of any act or omission by the Seller and (bb) there are
no outstanding leases or agreements with regard to, or other
parties in or entitled to possession of, the Property;
(iii) a
Certificate of Non-Foreign Status as required by Section 1445
of the Internal Revenue Code of 1986 and any other certificates
required by any governmental authority or agency;
(iv)
evidence of registration with the State of Ohio Department of
Taxation or such other evidence of registration and good standing
as may be acceptable to the Title Company ;
(v)
Assignment and Assumption of Contracts;
(vi) Assignment
of Tenant Leases and Deposits;
(vii) Bill of Sale; and
(viii) possession of the
Property.
d.
Seller shall pay the costs of preparing the Deed and the Transfer
Tax thereon. Purchaser shall pay all costs and expenses
incurred in connection with its examination of title to the
Property and the Survey and all premiums charged by the Title
Company for the Title Policy (including endorsements and extended
coverage).
e.
Real estate taxes and utilities, including “rollback”
taxes, if any, shall be prorated between the Seller and the
Purchaser as of Closing, according to the number of days of the
year which the Property is owned or to be owned by each party.
f.
Each party shall pay its own legal, accounting and other expenses
incurred in connection with this Agreement or Closing hereunder.
Other closing costs shall be split 50-50% between the parties.
g.
The parties acknowledge that if the Seller (as Landlord) becomes
eligible for Ground Rent under Paragraph 2(A)(ii) of
the Lease provided for in the Option Agreement, such Ground Rent
shall be paid by the Purchaser as provided in Paragraph
2(A)(ii) of such Lease.
4.
DEED; TITLE; SURVEY .
a.
At Closing, Seller shall deliver to Purchaser a general warranty
deed (the “Deed”) conveying to Purchaser a good and
marketable, fee simple title to the Property, free and clear of all
liens, encumbrances, conditions and restrictions except:
(i) the lien for real estate taxes not yet due and payable;
(ii) standard utility easements of record, (iii) zoning
ordinances and (iv) any liens, encumbrances, conditions,
restrictions or other objections to title which do not, in
Purchaser’s reasonable opinion, adversely effect
Purchaser’s use of the Property.
b.
Title Commitment; Title Policy . The parties
acknowledge that the Title Company has issued in favor of Purchaser
that certain Commitment For Title Insurance No. 08-0057 dated
with an Effective Date of February 18, 2008 for the issuance
of an ALTA Owners Policy of Title Insurance-2006 Form (the
“Title Commitment”). At Closing or as soon as
reasonably practicable after Closing, Seller shall cause the Title
Company to issue to Purchaser an ALTA Owners Policy of Title
Insurance -2006 Form, in accordance with the Title Commitment (the
“Title Policy”).
c.
Survey . The parties also acknowledge that
Purchaser has caused the preparation of an updated survey of the
Property prepared by MNeff Design Group, 5422 East 96th Street,
Suite 120, Cleveland, Ohio 44125 (the
“Survey”). Purchaser shall bear the sole cost and
expense of the preparation of such Survey.
5.
RISK OF LOSS . The risk of loss or damage to the
Property by fire or other casualty prior to Closing shall be on the
Seller, except as otherwise provided in the Lease. If such
loss or damage materially and adversely affects the
Purchaser’s intended use and enjoyment of the Propert
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