Exhibit 10.1
PURCHASE AGREEMENT
THIS AGREEMENT
made and entered into as of the
20 day of March, 2009, 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 South Kearny,
State of New Jersey, commonly known as 15 N. Hackensack Avenue, and
more particularly described (and shown) on the attached Exhibit
‘A’ consisting of approximately 15.4 acres (the
“Property”).
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1.
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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:
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A.
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All buildings
and improvements on the Property;
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B.
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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;
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C.
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Any and all
rights, remedies and warranties in favor of Seller; and
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D.
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Such other
rights, interests and properties as may be specified in this
Agreement.
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In referring to the Property
hereafter, that reference shall include a collective reference to
all of the foregoing.
The “Deposit” for the
Property will be the sum of twelve million ($12,000,000)
Dollars.
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2.
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CLOSING
- The Closing Date for
this transaction will be on or before March 20, 2009. After
the Closing date, there will be a Reconciliation Date on or before
April 16, 2009.
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At closing, the Purchaser will pay
the Deposit. The Deposit will be confirmed by a third party
appraisal (the “Appraisal”) to be completed before the
Reconciliation Date. The 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 Purchase
Price. On or before the reconciliation date, Seller will also
deliver a Warranty Deed and title work.
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3.
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CONDITION OF
TITLE - Seller will
convey and deliver to Purchaser on the Reconciliation Date 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”:
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A.
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The lien of
unpaid real property taxes which are not delinquent as of the
Closing Date;
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B.
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Building and
use restrictions, easements of record and zoning ordinances which
would not prohibit Purchaser from utilizing the Property for its
intended use;
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C.
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Any other
easements, liens, exceptions and encumbrances that will be approved
in writing by Purchaser prior to or on the Closing Date;
and
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D.
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Any liens and
encumbrances that have occurred by any acts of the Purchaser from
the date of this Agreement;
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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.
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4.
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REPRESENTATIONS & WARRANTIES
- Seller represents and
warrants to Purchaser which representations and warranties will be
true on the Closing Date that:
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A.
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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 Seller has any interest
whatsoever in the Property;
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B.
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No person other
than Purchaser will be entitled to possession of the Property on
the date of Closing other than as disclosed;
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C.
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Seller has not
contracted for any service which bind Purchaser as a successor in
interest; and
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D.
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There are no
known violations that Purchaser would be obligated to
repair.
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If any of the above
representations/warranties made by Seller are not true on the date
this Agreement is accepted or on the Closing Date, Purchaser will
have the right to waive the representations and warranties and
complete the transaction or to declare this Agreement null and void
and Purchaser would be entitled to a return of its earnest money
deposit.
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5.
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TAX
PRORATIONS - Real estate
taxes and special assessments on the Property which have become
delinquent will be paid for by Seller. All current real estate
taxes will be prorated on a due date basis at closing. Purchaser
will pay for the real estate transfer tax imposed on the transfer
of title to the Property.
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6.
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MISCELLANEOUS - Seller and Purchaser represent and warrant there
are no claims for brokerage commissions or finder fees in
connection with this transaction and each party does indemnify the
other against and hold it harmless from any liability arising from
any such claims, including without limitation, the cost of
attorney’s fees in connection with this
transaction.
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Seller is hereby granted the Right
of First Refusal on the Property. At any time during the
Purchaser’s ownership of the Property, Purchaser shall notify
Seller, in writing, of any bonafide offer for the Property it
receives and is willing to accept. Upon receipt of said notice,
Seller shall have five (5) business days from receipt of such
notice to advise
