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 This Real Estate Purchase and Sale Agreement involves

AMERICAN MEDICAL TECHNOLOGIES INC/DE | The Sepulveda Group, LLC | Spectrum Dental Inc

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Governing Law: Texas     Date: 4/17/2006
Industry: Medical Equipment and Supplies    

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1.      PARTIES :  Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are:


Seller:  American Medical Technologies Inc., a Delaware Corp.


Address:  5655 Bear Lane, Corpus Christi, Texas 78405


Phone:  361-289-1145

Fax:  361-289-2681



Buyer:  The Sepulveda Group, LLC or its assignee


Address: c/o Spectrum Dental Inc., 8550 Higuera St. Culver City, CA 90232


Phone:  310-826-6688

Fax:  310-826-4346


2.      PROPERTY :


A.     “Property” means that real property situated in Nueces County, Texas at 5655 Bear Lane, Corpus Christi, Texas 78405 (address) and that is legally described on the attached Exhibit “A” also as follows:  The real property and improvements owned by Seller located at 5655 Bear Lane, Corpus Christi, Texas 78405, including as may be described more fully in Exhibit “A”, attached hereto, and all rights and obligations appurtenant thereto from and after Closing.


B.      Seller will sell and convey the Property together with:

(1)    all buildings, improvements, and fixtures;

(2)    all rights, privileges, and appurtenances pertaining to the Property, including Seller’s right, title, and interest in any minerals, utilities, adjacent streets, alleys, strips, gores,  and rights-of-way;

(3)    Seller’s interest in all leases, rents, and security deposits for all or part of the Property;

(4)    Seller’s interest in all licenses and permits related to the Property;

(5)    Seller’s interest in all third party warranties or guaranties, if transferable, relating to the Property or any fixtures


(Describe any exceptions, reservations, or restrictions in Paragraph 11 or an addendum.)


(If the Property is a condominium, attach condominium addendum.)



3.      SALES PRICE :  At or before closing, Buyer will pay the following sales price for the Property:


A.     Cash portion payable by Buyer at closing $1,900,000.00


B.      Sum of all financing described in Paragraph 4. $                   


C.      Sales price (sum of 3A and 3B). $1,900,000.00


4.      FINANCING :  Buyer will finance the portion of the sales price under Paragraph 3B as follows:


o             A. Third Party Financings:   One or more third party loans in the total amount of $                     . This contract:

o     (1) is not contingent upon Buyer obtaining third party financing.

o     (2) is contingent upon Buyer obtaining third party financing in accordance with the attached Financing Addendum.


o     B. Assumption:   In accordance with the attached Financing Addendum, Buyer will assume the existing promissory note secured by the Property, which balance at closing will be $                            .


o     C. Seller Financing:   The delivery of a promissory note and deed of trust from Buyer to Seller under the terms of the attached Financing Addendum in the amount of $                                  .


5.      EARNEST MONEY :  N/A




A.     Title Policy:


(1)    Seller, at Seller’s expense, will furnish Buyer an Owner’s Policy of Title Insurance (the title policy) issued by Stewart title Guaranty Company in the amount of the sales price, dated at or after closing, insuring Buyer against loss under the title policy, subject only to:

(a)    those title exceptions permitted by this contract or as may be approved by Buyer in writing; and

(b)    the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise.


(2)    The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary lines, or any encroachments or protrusions, or any overlapping improvements:

o    (a)     will not be amended or deleted from the title policy.

ý    (b)     will be amended to read “shortages in areas” at the expense of o  Buyer  ý  Seller.



(3)    Buyer may object to any restrictive covenants on the Property within the time required under Paragraph 6D.


(4)    Within 10 days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment) including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title company to deliver the commitment and related documents to Buyer at Buyer’s address.


B.      Survey:


(1)    Within 2 days after the effective date:


o   (a) Buyer will obtain a survey of the Property at Buyer’s expense and deliver a copy of the survey to Seller.


o   (b) Seller, at Seller’s expense, will furnish Buyer a survey of the Property dated after the effective date.


ý   (c) Seller will deliver a true and correct copy of Seller’s existing survey of the Property dated 2/11/05. Seller, at Seller’s expense:


o   (i)  will have the existing survey recertified on a date not earlier than                    .


ý   (ii) will not have the existing survey recertified. Seller ý will o will not deliver to                       the title company an affidavit required by the title company for approval of the survey that states that Seller knows of no changes or alterations to the Property as depicted on the survey.


(2)    The survey required under Paragraph 6B(1) must be made by a Registered Professional Land Surveyor acceptable to the title company. The survey must:

(a)    identify the Property by metes and bounds or platted lot description;

(b)    show that the survey was made and staked on the ground with corners permanently marked;

(c)    set forth the dimensions and total area of the Property;

(d)    show the location of all improvements, highways, streets, roads, railroads, rivers, creeks or other waterways, fences, easements, and rights-of-way on the Property with all easements and rights-of-way referenced to their recording information;

(e)    show any discrepancies or conflicts in boundaries, any visible encroachments, and any portion of the Property lying in a special flood hazard area (an “A” or “V” zone as shown on the current Federal Emergency Management Agency (FEMA) flood insurance rate map); and

(f)     contain the surveyor’s certificate that the survey is true and correct.



C.      UCC Search:


o   (1) Within             days after the effective date, Seller, at Seller’s expense, will furnish Buyer a Uniform Commercial Code (UCC) search prepared by a reporting service and dated after the effective date. The search must identify documents that are on file with the Texas Secretary of State and the country where the Property is located that relate to all personal property on the Property and show, as debtor, Seller and all other owners of the personal property in the last 5 years.


ý   (2)  Buyer does not require Seller to furnish a UCC search.


D.     Buyer’s Objections to the Commitments, Survey, and UCC Search:


(1)    Within 10 days after Buyer receives the commitment, legible copies of the documents evidencing title exceptions, any required survey, and any required UCC search, Buyer may object to matters disclosed in the items if:

(a)    the matters disclosed constitute a defect or encumbrance to title to the real or personal property described in Paragraph 2 other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at closing; or

(b)    the items show that any part of the Property lies in a special flood hazard area (an “A” or “V” zone as defined by FEMA);


(2)    Seller may, but is not obligated to, cure Buyer’s timely objections within 20 days after Seller receives the objections. The closing date will be extended as necessary to cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate this contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the earnest money, less any independent consideration under Paragraph 7B(3)(a), will be refunded to Buyer.


(3)    Buyer’s failure to timely object or terminate under this Paragraph 6D is a waiver of Buyer’s right to object except that Buyer will not waive the requirements in Schedule C of the commitment.




ý   A. Present Condition :  (Check (1) or (2) only.)


ý (1)  Buyer accepts the Property in its present “as-is” condition, subject to representations and warranties made by Seller herein


o   (2)  Buyer accepts the Property in its present condition except that Seller, at Seller’s expense, will complete the following before closing:





o   B. Feasibility :


(1)            Delivery of Property Information :  Within 15 days after the effective date, Seller will deliver to Buyer the following items to the extent that the items are in Seller’s possession or are readily available to Seller. Any item not delivered is deemed not to be in Seller’s possession or readily available to Seller. The items Seller will deliver are:


o (a)  a current rent roll of all leases affecting the Property certified by Seller as true and correct;


o (b)  copies of all current leases pertaining to the Property, including any modifications, supplements, or amendments to the leases;


o (c)  a current inventory of all personal property to be conveyed under this contract;


o (d)  copies of all notes and deeds of trust against the Property that Buyer will assume or that Seller will not pay in full on or before closing;


ý  (e)  copies of all current service, maintenance, and management agreements relating to the ownership and operation of the Property


ý (f)  copies of current utility capacity letters from the Property’s water and sewer service provider;


ý (g)  copies of all current warranties and guaranties relating to all or part of the Property;


ý (h)  copies of fire, hazard, liability, and other insurance policies that currently relate to the Property;


o (i)  copies of all leasing or commission agreements that currently relate to all or part of the Property;


ý (j)  a copy of the “as-built” plans and specifications and plat of the Property;


ý (k) copies of all invoices for utilities and repairs incurred by Seller for the Property in the 24 months immediately preceding the effective date;


o (l)  a copy of Seller’s income and expense statement for the Property from                             to                           .


ý (m)  copies of all previous environmental assessments, studies, or analyses made on or relating to the Property;


ý (n)  real and personal property tax statements for the Property for the previous 2 calendar years; and


o (o)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



(2)            Inspections, Studies, or Assessments :


(a)    Within 15 days after the effective date, Buyer, at Buyer’s expense, may complete or cause to be completed inspections, studies, or assessments of the Property, including all improvements and fixtures. Inspections, studies, or assessments may include, but are not limited to:

(i)     physical property inspections (for example, structural pest control, mechanical, structural, electrical, and plumbing inspections);

(ii)    economic feasibility studies;

(iii)   environmental assessments (for example, soil tests, air sampling, and paint sampling);

(iv)   engineering studies; and

(v)    compliance inspections (for example, compliance determination with zoning ordinances, restrictions, building codes, and statutes).


(b)    Seller, at Seller’s expense, will turn on all utilities necessary for Buyer to make inspections, studies or assessments.


(c)    Buyer must:

(i)     employ only trained and qualified inspectors and assessors;

(ii)    notify Seller, in advance, of when the inspectors or assessors will be on the Property;

(iii)   abide by any reasonable entry rules or requirements that Seller may require;

(iv)   not interfere with existing operations or occupants of the Property; and

(v)    restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed.


(d)    Except for those matters that arise from the negligence of Seller or Seller’s agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from Buyer’s inspections, studies, or assessments, including any property damage or personal injury. Buyer will indemnify, hold harmless, and defend Seller and Seller’s agents against any claim involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract.


(3)           Feasibility Period and Right to Terminate :  Buyer may terminate this contract for any reason within 20 days after the effective date by providing Seller with written notice of termination. If Buyer does not terminate within the time required, Buyer accepts the Property in its present “as is” condition with any repairs Seller is obligated to complete under this contract . (Check only one box.)


o             (a)  if Buyer terminates under the Paragraph 7B(3), the earnest money will be refunded to Buyer less $                that Seller will retain as independent consideration for Buyer’s right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the full amount specified in Paragraph 5 to the escrow agent. The independent consideration is to be credited to the sales price only upon closing of the sale.


ý             (b)  Buyer has paid Seller $1.00 as independent consideration for Buyer’s right to terminate by tendering such amount directly to Seller or Seller’s agent. If Buyer terminates under this Paragraph 7B(3), the earnest money will be refunded to Buyer and Seller will retain the independent consideration. The independent consideration o  will  ý will not be credited to the sales price upon closing of the sale.



(4)            Return of Property Information :  If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (i)  return to Seller all those items described in Paragraph 7B(1) that Seller delivered to Buyer and all copies that Buyer made of those items; and (ii) deliver copies of all inspection and assessment reports (excluding economic feasibility studies) related to the Property that Buyer completed or caused to be completed. This Paragraph 7B(4) survives termination of this contract.


(5)            Contracts Affecting Operations :  From and after the effective date hereof Seller may not enter into, amend, or ter

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