This purchase
agreement (the Agreement) is entered into as of August 27,
2009, between D-M Investments, L.L.C., a Michigan limited liability
company, of 2121 Biddle Avenue, Ste. 200 (Seller), and Monroe Bank
& Trust, a Michigan banking corporation, of 102 E. Front St.,
Monroe, MI 48161(Buyer), for the transfer of the real estate and
personal property located in the City of Wyandotte, Wayne County,
Michigan, described as follows:
Lots 20, 21,
22, 23, 24, 25, 26, and 27, “SCHERER’S WESTGATE MANOR
SUBDIVISION”, according to the plat thereof as recorded in
Liber 58 of Plats, Page 94, Wayne County Records; commonly known as
2517 Fort Street
The parties
enter into this Agreement subject to the terms and conditions set
forth below.
1. Property
to be transferred. Buyer shall purchase and receive from Seller
the Premises and the personal property that has become fixture(s),
recognizing that Buyer has been leasing the Premises from Seller
and most of the personal property on the Premises has belonged to
Buyer prior to the date of this Purchase Agreement. Personal
property, if any, transferred under this agreement is described in
the attached exhibit A.
2.
Consideration. Buyer shall pay Seller for the Premises and
personal property as follows: Buyer shall pay a total purchase
price of $892,000.00. Buyer shall pay Seller a down payment of $
[amount] at the execution of this Agreement.
3. Title
conveyed. Title to the Premises shall be conveyed at the
closing by a Warranty Deed showing no exceptions except as Buyer
allows under section 9. Seller shall pay the transfer tax on the
deed.
4. Personal
property. The personal property, if any, shall be transferred
to Buyer by a Bill of Sale.
5.
Closing. The closing of the sale shall take place at a
location to be agreed on by the parties, on or before
September 1, 2009. Seller shall prepare the documents for the
closing and submit them to Buyer for review at least 5 days
before the closing. Seller shall pay all real estate transfer taxes
on the sale and prepare and file all recording and transfer
affidavits.
6.
Possession. Buyer shall receive possession of the Premises
and the personal property as soon as the closing is
completed.
7. Property
taxes and assessments. Seller shall pay all real and personal
property taxes that are due and payable by the date of the closing.
Buyer shall pay all real and personal property taxes that are due
after the date of the closing. Seller shall pay all assessments
that are levied against the Premises on or before the effective
date of this Agreement, whether due in installments or otherwise,
at or before the closing. After closing, Buyer shall pay all
assessments that are levied against the Premises after the
effective date of this Agreement. The current real and personal
property taxes shall be prorated as of the date of closing between
Seller and Buyer based on the fiscal year of each taxing authority,
and for purposes of the proration the taxes shall be deemed to be
paid in advance. The date of closing shall be attributed to
Buyer.
8. Title
insurance. At Seller’s expense, Seller shall furnish
Buyer with an owner’s policy of title insurance in the
standard American Land Title Association form, without the standard
exceptions, certified to the date of the closing, in the amount of
the purchase price. Within ___ days after the effective date of
this Agreement, Seller shall provide Buyer with a commitment for
the title insurance that shows that Seller has good and marketable
title to the Premises. Buyer may raise any objections to the
exceptions or encumbrances shown on the commitment and survey
within ___ days after Buyer receives the commitment and survey by
giving written notice to Seller. If Buyer raises a title objection,
Buyer will not be required to close this transaction unless Seller
cures the objection or Buyer waives its
objection.
Seller shall not be required to cure the objection. If Seller
elects to cure the objection, Seller shall take action to remove
the exception or the encumbrance from the chain of title, to remove
it from the commitment and the policy. The title insurance policy
shall include a tax lien search certified to the date of the
closing that shows no tax liens against the Premises.
9. Condition
of the property to be Transferred. The Premises and personal
property shall be transferred to Buyer in the same condition they
are in on the effective date of this Agreement, ordinary wear and
tear excepted.
10.
Proration of rent and expenses.
a. All rent
shall be prorated to the date of the closing (with Buyer to be
credited with the rent attributable to the day of the closing).
Buyer shall receive a credit from Seller at the closing for the
amount attributable from that date forward. The proration shall be
based on the assumption that Seller will have collected all rent in
advance.
b. The expenses
for the Premises shall be prorated to the date of closing with the
date of closing attributed to Buyer. All invoices that have been
received by Seller shall be paid before the date of closing.
Invoices for all services and contracts for the Premises covering
the time period before closing and the date of closing that have
not been received by Seller before closing shall be prorated based
on good-faith estimates using the invoices for those services and
contracts for the immediately prior invoicing period and the prior
year’s invoicing period for the period of time including the
closing date. For invoices paid before closing that cover a period
of time after closing, Seller shall receive a credit at closing for
the amount paid for the period of time after closing. For invoices
that will be received after closing to cover a period of time
before closing, Buyer shall receive a credit at closing for the
amount that will be paid after closing for the period of time
before closing.
11.
Buyer’s right to inspect. Buyer may inspect the
Premises and the personal property to verify their condition;
inspect the blueprints, construction documents, records, and other
relevant documents of Seller, if any and as appropriate; and
arrange for any inspections, audits, and appraisals that Buyer
deems necessary for a period of ___ days from the effective date of
this Agreement. All inspections, audits, and appraisals that Buyer
requests shall be at Buyer’s expense, but Seller shall give
reasonable assistance to Buyer or Buyer’s agents in
completing the inspections, audits, and appraisals. Buyer shall not
unreasonably disturb the tenants or employees of the apartments in
undertaking any inspections, audits, or appraisals.
12.
Warranties by Seller. Seller warrants to Buyer and shall
certify to Buyer at the closing as follows:
a. Seller has
full authority to enter into and perform this Agreement in
accordance with its conditions, without breaching or defaulting on
any obligation or commitment that Seller has to any par
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