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Exhibit
1.1
PURCHASE
AND SALE AGREEMENT
ARTICLE 1
PROPERTY/PURCHASE
PRICE
1.1
Certain Basic
Terms.
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(a)
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Purchaser
and Notice Address:
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Alan M. Werner
MD
P.O. Box 3573
Clarksville, TN
37043-3573
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(b)
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Seller
and Notice Address:
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First Federal Savings
Bank
ATTN: John
Halliburton
P.O. Box 688
Clarksville,
TN 37041-0688
(c) Effective
Date: The date the Agreement signed by Seller is
received by Purchaser as shown on the Signature
Page.
(d) Purchase
Price: $700,000.00
(e) Earnest
Money: $1,000.00 to be paid to Seller upon the
execution of this Agreement.
(f) Closing
Date: As agreed to between Seller and Purchaser,
but no later than 60 days after the effective
date.
1.2
Terms of
Payment. At Closing, Purchaser shall pay
to Seller the full amount of the purchase price in full at
closing.
ARTICLE 2
PROPERTY
2.1 Subject
to the terms of this Purchase and Sale Agreement (the
“Agreement”), Seller agrees to sell to Purchaser,
and Purchaser agrees to purchase from Seller, the following
property (the “Property”):
The
real property known as 200 North Second Street, Clarksville,
Montgomery County, Tennessee, more particularly described in
Official Record Book Volume 194, Page 369, in the
Register’s Office for Montgomery County, Tennessee, a
copy of which is attached hereto as Exhibit A; provided
however, the attached legal description shall be superceded by
the survey obtained by Seller.
2.2
Earnest
Money. The Earnest Money, in immediately
available federal funds, evidencing Purchaser’s good
faith to perform Purchaser’s obligations under this
Agreement, shall be deposited by Purchaser with Seller upon
execution of this Agreement. Such Earnest Money
shall be applied to the purchase price at
closing.
ARTICLE 3
INSPECTIONS
3.1
Inspections in
General . Prior to closing, Purchaser, its
agents, and employees shall have the right to enter upon the
Property for the purpose of making non-invasive inspections
at Purchaser’s sole risk, cost and
expense. All of such entries upon the Property
shall be at reasonable times during normal business hours and
after at least 24 hours prior notice to Seller, and Seller
shall have the right to accompany Purchaser on any activities
performed by Purchaser on the Property. If any
inspection or test disturbs the Property, Purchaser will
restore the Property to the same condition as existed before
the inspection or test.
3.2
Environmental
Inspections and Release . The inspections
under Paragraph 3.1 may include a non-invasive Phase I
environmental inspection of the Property.
ARTICLE 4
TITLE AND
SURVEY REVIEW
4.1
Title
Exam. Purchaser may, at Purchaser’s
expense, cause to be made a preliminary report or title
commitment covering the Property.
4.2
Survey
. Seller will obtain a new boundary survey at
Seller’s expense.
4.3.
Title
Policy. Purchaser may purchase a title
policy at his expense.
ARTICLE 5
OPERATIONS AND RISK
OF LOSS
5.1
Damage or
Condemnation. If at any time prior to the
Closing Date, all or any part of the Property is taken or
appropriated by virtue of eminent domain or similar
proceedings or is condemned for any public or quasi-public
use or is destroyed by casualty, then Purchaser may terminate
this Agreement. If Purchaser terminates this
Agreement, the Earnest Money shall be refunded to Purchaser
and Seller shall be entitled to receive all insurance
proceeds or condemnation proceeds paid for that portion of
the Property taken or destroyed. If Purchaser
elects to maintain this Agreement in full force and effect,
then Purchaser shall be entitled to receive all insurance
proceeds or condemnation proceeds paid for that portion of
the Property taken or destroyed.
ARTICLE 6
CLOSING
6.1
Closing
. The consummation of the transaction contemplated
herein (“Closing”) shall occur on the Closing
Date at such location as Purchaser and Seller may
agree.
6.2
Conditions to
the Parties’ Obligations to Close.
The obligation of Seller, on the one hand, and
Purchaser, on the other hand, to consummate the transaction
contemplated hereunder is contingent upon the
following:
(a) The
other party’s representations and warranties contained
herein shall be true and correct in all material respects as
of the date of this Agreement and the Closing
Date;
(b) As
of the Closing Date, the other party shall have performed its
obligations hereunder and all deliveries to be made at
Closing have been tendered;
(c) There
shall exist no actions, suits, arbitrations, claims,
attachments, proceedings, assignments for the benefit of
creditors, insolvency, bankruptcy, reorganization or other
proceedings, pending or threatened against the other party
that would materially and adversely affect the other
party’s ability to perform its obligations under this
Agreement;
(d) There
shall exist no pending or threatened action, suit or
proceeding with respect to the other party before or by any
court or administrative agency which seeks to restrain or
prohibit, or to obtain damages or a discovery order with
respect to, this Agreement or the consummation of the
transaction contemplated hereby;
(e) During
the inspection period, Purchaser may make any environmental
inspections. If Purchaser elects to close on the
property, Purchaser shall be purchasing same as is, and shall
assume any and all liability for any environmental issues
that may exist at closing or at any time after with regard to
the subject realty.
So long as a party is not
in default hereunder, if any condition to such party’s
obligation to proceed with the Closing hereunder has not been
satisfied as of the Closing Date, such party may, in its sole
discretion, terminate this Agreement by delivering written
notice to the other party on or before the Closing Date, or
elect to close, notwithstanding the non-satisfaction of such
condition, in which event such party shall be deemed to have
waived any such condition. If such party elects to close,
notwithstanding the nonsatisfaction of such condition, there
shall be no liability on the part of the other party for
breaches of representations and warranties of which the party
electing to close had knowledge as of the
Closing.
The closing of this
transaction is subject to Purchaser’s ability to obtain
financing for the p
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