Back to top

PURCHASE AGREEMENT

Purchase and Sale Agreement

PURCHASE AGREEMENT | Document Parties: Jacobs Lot D, Inc | Jacobs Nautica Development, Inc | Seller and Jacobs Entertainment, Inc You are currently viewing:
This Purchase and Sale Agreement involves

Jacobs Lot D, Inc | Jacobs Nautica Development, Inc | Seller and Jacobs Entertainment, Inc

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: PURCHASE AGREEMENT
Governing Law: Ohio     Date: 5/13/2008

PURCHASE AGREEMENT, Parties: jacobs lot d  inc , jacobs nautica development  inc , seller and jacobs entertainment  inc
50 of the Top 250 law firms use our Products every day

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 );

 

1



 

(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






 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more