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EXHIBIT 10.24
REAL ESTATE SALE AND PURCHASE AGREEMENT
THIS
REAL ESTATE SALE AND PURCHASE AGREEMENT (this "
Agreement ")
is dated as of September 19, 2006 (the "
Effective Date "),
by and between CENTRAL FREIGHT LINES, INC., a Texas corporation
("
Seller "),
and SOUTHWEST PREMIER PROPERTIES, L.L.C., a Texas limited liability
company ("
Buyer ").
IN
CONSIDERATION of the respective agreements of the parties made
herein, and other good and valuable consideration, the receipt
and sufficiency of which hereby are acknowledged, Seller and
Buyer agree as follows:
1.
Property Included in Sale .
Seller hereby agrees to sell and convey to Buyer, and Buyer hereby
agrees to purchase from Seller, subject to the terms and conditions
set forth herein, the following:
(a)
that
certain real property located at 2100 N. Dragoon St., Tucson,
AZ 85745, being more particularly described in
Exhibit A attached
hereto (each such parcel of real property being referred to herein
as a "
Parcel "
and collectively being referred to as the "
Real Property ");
(b)
except
as may otherwise be noted on any one or more of the Parcel
descriptions on
Exhibit A ,
all rights, privileges, and easements appurtenant to the Real
Property, including, without limitation, all minerals, oil, gas,
and other hydrocarbon and other substances on and under the Real
Property, as well as all development rights, air rights, water,
water rights, riparian rights, and water stock relating to the Real
Property, and any rights-of-way or other appurtenances used in
connection with the beneficial use and enjoyment of the Real
Property (collectively, the "
Appurtenances ");
and
(c)
all
of Seller's right, title, and interest in and to all
improvements and fixtures located on the Real Property,
including, without limitation, buildings and structures
presently located on the Real Property, all apparatus,
equipment and appliances used in connection with the
operation or occupancy of the Real Property, such as heating
and air conditioning systems and facilities used to provide
any utility, refrigeration, ventilation, garbage disposal, or
other services on the Real Property (collectively, the
"
Improvements ").
All
of the items referred to in subparagraphs (a), (b), and
(c) above are collectively referred to as the "
Property ."
2.
Purchase Price .
(a)
Subject
to Section 2(c) below, the purchase price for the Property
shall be Seven Hundred Thousand and No/100 Dollars
($700,000.00) (the "
Purchase Price ").
(b)
The
Purchase Price shall be paid to Seller in cash by wire
transfer of immediately available funds on the date of the
closing of this Agreement (the "
Closing ").
(c)
Within
thirty (30) days after the Closing, Seller shall retain a
duly qualified and independent appraiser reasonably
acceptable to Buyer in order to prepare an appraisal of the
fair market value of the Property. The costs of such
appraisal shall be paid by Seller. If the fair market value
of the Property as determined by such appraisal is more than
five percent (5.0%) greater than the Purchase Price, then
Buyer shall pay to Seller promptly following receipt of the
appraisal an amount equal to the difference between the
appraised fair market value and the Purchase Price. If the
fair market value of the Property as determined by such
appraisal is more than five percent (5.0%) less than the
Purchase Price, then Seller shall pay to Buyer promptly
following receipt of the appraisal an amount equal to the
difference between the Purchase Price and the appraised fair
market value. Any payment pursuant to this Section 2(c) shall
be made in cash by wire transfer of immediately available
funds.
3.
Title to the Property; Lease Agreement .
(a)
At
the Closing, Seller shall convey to Buyer fee simple title to
the Real Property, the Appurtenances, and the Improvements,
by a duly executed and acknowledged warranty deed in a form
reasonably acceptable to Buyer (the "
Deed ").
(b)
At
the Closing, Buyer and Seller shall enter into a Lease
Agreement with respect to the Real Property substantially in
the form attached hereto as
Exhibit B (the
"
Lease Agreement ").
4.
Closing .
(a)
The
Closing shall occur on or before September 19, 2006
(the
"
Closing Date "),
or such other date as is agreed upon in writing by Buyer and
Seller.
(b)
At
or before the Closing, Seller shall deliver to Buyer the
following:
(i)
the duly
executed and acknowledged Deed;
(ii)
a duly
executed counterpart to the Lease Agreement;
and
(iii)
such
other documents and information as Buyer may reasonably
request as necessary to consummate the purchase and sale
contemplated by this Agreement.
(c)
At
or before the Closing, Buyer shall deliver to Seller the
following:
(i) the
Purchase Price;
(ii)
a
duly executed counterpart to the Lease Agreement;
and
(iii)
such
other documents and information as Seller may reasonably
request as necessary to consummate the purchase and sale
contemplated by this Agreement.
(d)
The
following are to be apportioned as of the Closing Date, as
follows:
(i)
Real Estate Taxes and Special Assessments .
General real estate taxes payable for the tax year prior to the tax
year in which the Closing occurs and all prior years shall be paid
by Seller. General real estate taxes payable for the tax year in
which the Closing occurs and for subsequent years shall be paid in
accordance with the terms of the Lease Agreement.
(ii)
Closing Costs .
Seller shall pay for any fees or penalties associated with the
release of any lien or encumbrance created or suffered by Seller
with respect to the Property and the cost of any transfer taxes and
documentary stamp taxes applicable to the sale of the Property.
Buyer shall pay for the cost of obtaining or updating a prior
survey, the premium for any title insurance requested by Buyer,
endorsements, title examination charges, the cost of recording the
Deed and all other recording fees.
(iii)
Survival .
The provisions of this Section 4(d) shall survive the
Closing.
5.
Representations, Warranties and Covenants of Seller
.
(a)
Seller
hereby represents and warrants to and covenants with Buyer as
follows:
(i)
Seller
has the good and valid right to convey the Property to Buyer
without the joinder or approval of any other person or entity
whatsoever.
(ii)
To
Seller's actual knowledge, there is no litigation pending
against Seller that arises out of the ownership of the
Property or any Parcel. Seller shall notify Buyer promptly of
any such litigation of which Seller becomes
aware.
(iii)
Seller
has never filed or been the subject of any filing of a
petition under the federal bankruptcy law or any federal or
state insolvency laws or laws for composition of indebtedness
or for the reorganization of debtors.
(iv)
There
is no pending condemnation or similar proceeding or action
affecting the Property or any part thereof, and Seller has
received no notice nor has any knowledge that any such
proceeding is pending or contemplated.
(v)
Except
for that certain mortgage and deed of trust in favor of Bank
of America, N.A., as agent, which will be released as soon as
practicable following Closing, no leases, liens, mortgages,
deeds of trust, security agreements, or other encumbrances
have been created by, through, or under Seller with respect
to the Property or any Parcel.
(vi)
Seller
has not heretofore and shall not devise, transfer, assign, or
otherwise convey the Property or any portion thereof to any
other person prior to the Closing Date.
(vii)
Neither
the entering into this Agreement nor the consummation of the
transactions contemplated herein will cause a violation or
breach by Seller of any contracts, agreements, or instruments
to which Seller is a party or by which Seller or any of the
Property is bound
(b)
Buyer
shall acquire the Property "AS IS, WHERE IS" without any
obligation of Seller, except as expressly set forth herein to
the contrary, to perform any repairs, improvements,
maintenance, or other wo
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