EXHIBIT
2.2
SALES-PURCHASE
AGREEMENT
THIS
AGREEMENT (the
“Agreement”), made and entered into this 31
st day of October, 2008, by and between each of the
individuals identified on Schedule A attached hereto,
(hereinafter referred to collectively as “Seller”) and
Juhl Wind, Inc. or its nominee, (hereinafter referred to as
“Buyer”);
NOW,
THEREFORE , in
consideration of One and no/100 ($1.00) Dollar and other valuable
consideration, the Premises and the mutual promises, covenants and
agreements herein contained, the receipt of which is hereby
acknowledged, the parties agree as follows:
1.
Premises . Seller agrees to sell and assign and Buyer
agrees to purchase and assume the real estate and all buildings and
improvements attached to or located at the following property
address: 1502 17 th Street SE, Pipestone, Minnesota, 56164 (the
“Premises”).
2.
Purchase Price
. Buyer agrees to pay to Seller as the purchase
price the total sum of One Hundred Forty Four Thousand Dollars
($144,000) by the delivery of 41,070
shares of unregistered common stock of the Purchaser (the
“Real Estate Stock Consideration”) to the
Seller.
3.
Conditions Precedent on Buyer's
Obligations . Buyer's
obligation to consummate the transaction contemplated by this
Agreement is subject to the following:
(a)
Buyer’s satisfactory review
of the Premises.
(b)
Seller shall deliver to Buyer not
later than the Closing Date, correct and complete copies of the
following:
(i) A true copy
of all contracts, agreements, service contracts, management
agreements, insurance agreements, and other agreements to which
Seller is a party, if any.
(ii) The most
recent real estate tax bills pertaining to the Premises;
and
(iii) Surveys
that Seller has in its possession.
4.
Deed and Title to be
Conveyed . Seller shall
convey to Buyer by special warranty deed title good in fact and
marketable of record, free and clear of all interests, liens and
encumbrances, except as set forth in paragraph 5 hereof, to the
Premises owned by Seller.
5.
Allowable Interests or
Liens . The Premises and
interests owned by Seller shall be conveyed subject only to the
following (the "Permitted Exceptions"):
A. Taxes for the year of closing which shall be
prorated between the parties as of the Closing Date.
B. Easements, dedications, rights of way, public
and private, and any other matter of record listed on Schedule
B attached hereto.
6.
Title Insurance
. The Seller shall deliver to Buyer,
a title insurance commitment in the amount of the purchase price,
issued by Stewart Title Company (the “Title Company”),
which shall commit the Title Company to issue the Title Policy (as
herein defined) in form and substance as described in this
Agreement. Seller shall pay the cost of the title insurance
commitment and owner’s policy, and one-half of any deed and
money escrow closing fees, and Buyer shall pay all premiums for the
owner's policies, one-half of any deed and closing fees.
7.
Title Examination
Standards . No apparent
encumbrance or defect in title which is of the type or comes within
the scope of any of the Title Examination Standards, shall
constitute a valid objection on the part of the Buyer, provided the
Seller furnishes affidavits or other title papers, if any,
described in the applicable Title Examination Standards.
8.
Closing. The closing of this transaction shall take place
on or before October 31, 2008 (the “Closing Date”), at
a location mutually agreed by the parties. Buyer shall pay the
recording fee for recording the Special Warranty Deeds. Any
incidental costs at closing not specifically allocated to either
party in this Agreement shall b
