Exhibit 10.1
PURCHASE AGREEMENT
THIS
AGREEMENT made and entered into as of the
20 th day of November, 2008, by and
between UTSI Finance, Inc., a Michigan corporation whose address is
12755 E. Nine Mile, Warren, MI, “Purchaser”, and Crown
Enterprises, Inc., a Michigan corporation whose address is 12225
Stephens Road, Warren Michigan 48089,
“Seller.”
W I T N E S S E T
H:
Seller is the fee title owner of the
property and all improvements situated in the City of Houston,
State of Texas, commonly known as 7800 East Little York, Drive and
more particularly described on the attached Exhibit A consisting of
approximately 19.5 acres improved with a terminal, Shop and office
structure on the premise.
|
1.
|
PURCHASE
& SALE - Seller does
hereby sell to Purchaser and Purchaser does hereby purchase from
Seller the Property, subject to the terms and conditions in this
Agreement, together with the following:
|
|
|
A.
|
All buildings
and improvements on the Property;
|
|
|
B.
|
Any and all
rights and appurtenances pertaining to the Property, including any
right, title & interest of Seller in and to adjacent
easements, streets, roads, alleys and rights-of-way;
|
|
|
C.
|
Any and all
rights, remedies and warranties in favor of Seller; and
|
|
|
D.
|
Such other
rights, interests and properties as may be specified in this
Agreement.
|
In referring to the Property
hereafter, that reference shall include a collective reference to
all of the foregoing.
The “Preliminary Purchase
Price” for the Property will be the sum of three million
($3,000,000) Dollars.
|
2.
|
CLOSING
- The Initial Closing
Date (“Closing”) for this transaction will be on or
before November 20, 2008. After the Initial Closing date,
there will be a Reconciliation Date/Final Closing Date
(“Reconciliation Date”) on or before December 23,
2008.
|
The Initial Closing will occur on
November 20, 2008 at which time the Purchaser will pay the
Preliminary Purchase Price and take possession of the Property. The
Preliminary Purchase Price will be confirmed by a third party
appraisal (the “Appraisal”) to be completed before the
Reconciliation Date. The Final Purchase Price will be the amount
set forth in the Appraisal and Purchaser and Seller will adjust
accordingly the amount paid at Closing to reflect the Final
Purchase Price. On or before the Reconciliation Date/Final Closing,
Seller will also deliver a Warranty Deed and title work.
|
3.
|
CONDITION OF
TITLE - Seller will
convey and deliver to Purchaser on the Reconciliation Date/Final
Closing, fee simple and valid, marketable title to the Property
free of all tenancies and purchase options and rights of first
refusal and subject only to the following, the “Permitted
Exceptions”:
|
|
|
A.
|
The lien of
unpaid real property taxes which are not delinquent as of the
Closing Date;
|
|
|
B.
|
Building and
use restrictions, easements of record and zoning ordinances which
would not prohibit Purchaser from utilizing the Property for its
intended use;
|
|
|
C.
|
Any other
easements, liens, exceptions and encumbrances that will be approved
in
|
|
|
D.
|
writing by
Purchaser prior to or on the Closing Date; and
|
|
|
E.
|
Any liens and
encumbrances that have occurred by any acts of the Purchaser from
the date of this Agreement;
|
Purchaser shall obtain a commitment
for a title insurance policy and Seller will pay for at
Reconciliation, a policy of title insurance, in an amount equal to
the Purchase Price guaranteeing fee simple title. The title
insurance policy will insure good and valid, marketable title to
Purchaser subject only to those easements and building and use
restrictions, if any, described in the commitment and approved by
Purchaser in accordance with this Agreement.
|
4.
|
REPRESENTATIONS & WARRANTIES
- Seller represents and
warrants to Purchaser which representations and warranties will be
true on the Closing Date that:
|
|
|
A.
|
There is no
litigation threatened or pending which affects title to or
possession of the Property and Seller has no knowledge of or reason
to believe that anyone other than Selle
|
