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PURCHASE AGREEMENT

Real Estate Purchase and Sale Agreement

PURCHASE AGREEMENT | Document Parties: COMMUNITY SHORES BANK CORP You are currently viewing:
This Real Estate Purchase and Sale Agreement involves

COMMUNITY SHORES BANK CORP

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Title: PURCHASE AGREEMENT
Governing Law: Michigan     Date: 5/9/2005
Industry: Regional Banks    

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                                                                     EXHIBIT 10.1

 

                               PURCHASE AGREEMENT

 

      This is a Purchase Agreement ("Agreement") between the following parties:

 

<TABLE>

<CAPTION>

NAME                                          ADDRESS                DESIGNATION

----------------------------         ------------------------       -----------

<S>                                  <C>                            <C>

Community Shores Bank, a             1030 West Norton Ave.          "Buyer"

Michigan banking corporation         Muskegon, MI 49441

 

POT #103, Inc., a dissolved          1088 North Robinhood Dr.       "Seller"

Michigan corporation                 North Muskegon, MI 49445

</TABLE>

 

                             STATEMENT OF AGREEMENT

 

      For their mutual convenience and protection, and in consideration of their

mutual covenants and benefits contained in this Agreement, the parties agree as

follows:

 

      1. Effective Date. This Agreement shall be effective as of the date of the

execution hereof by the Seller as set forth in Paragraph 20 ("Effective Date").

 

      2. Offer to Purchase. Buyer offers to purchase and Seller agrees to sell

the real property in the City of North Muskegon, Muskegon County, Michigan

commonly known as 180 North Causeway and legally described on Exhibit A attached

hereto. Said property together with all buildings, improvements, easements,

division rights, hereditaments and appurtenances situated on or associated with

the land is collectively referred to herein as the "Premises."

 

      3. Purchase Price. The Purchase Price for Premises shall be Eight Hundred

Fifty Five Thousand and 00/100 Dollars ($855,000.00).

 

      4. Payment of Purchase Price. The Buyer shall pay the full Purchase Price

in cash or cash equivalent to the Seller upon execution and delivery of a

Warranty Deed and performance by Seller of the closing obligations specified in

this Agreement.

 

      5. Earnest Deposit. Upon Seller's acceptance of this offer, Buyer shall

deposit with Transnation Title Insurance Company ("Transnation") an amount of

Ten Thousand and 00/100 Dollars ($10,000.00) ("Earnest Deposit"), evidencing

Buyer's good faith, to be held by Transnation and applied to the Purchase Price

upon closing of the transaction contemplated herein. If the purchase/sale does

not close for any reason other than default of Buyer, this deposit shall

promptly be refunded in full to Buyer upon Buyer's notice as described in

Paragraph 9 below.

 

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      6. Title Insurance. After Effective Date, Buyer shall obtain a commitment

for an owner's policy of title insurance without exceptions and in the amount of

the Purchase Price. At the time of closing, such title commitment shall be

updated through the date of closing and shall be marked up to show Buyer as the

fee title holder. The title commitment and title policy shall be without

standard exceptions, effective as of the date of closing, and shall include

endorsements as Buyer may require. The Seller shall pay for the cost of the

title policy and title commitment, except that Buyer shall pay any costs to

provide endorsements.

 

      7. Access. From and after the Effective Date, at Buyer's expense, Buyer

may conduct such feasibility studies, due diligence, evaluations, and

information gathering regarding the Premises as Buyer shall determine. Subject

to the foregoing, Buyer and Buyer's agents, employees, and designees may enter

upon the Premises for the purposes of inspecting, making surveys, and soil

tests, obtaining topographical information and completing other similar

preliminary development work. Buyer shall promptly repair any damage to the

Premises which may be caused by Buyer or its representatives while on the

Premises and Buyer shall hold Seller harmless from any liability related to

entry of Premises by Buyer or Buyer's agents for purposes described in this

Paragraph 7. Notwithstanding the foregoing, however, Buyer acknowledges that

Seller is operating a business from Premises and will endeavor to conduct

diligence herein referenced and further defined in Paragraph 9 in such a way as

to cause minimal, if any, interference with Seller's business operation.

 

      8. Terms and Conditions of Purchase. Purchase shall be subject to the

following terms and conditions:

 

      (a)    Within Ten (10) days of execution, Seller shall provide, in a form

            satisfactory to Buyer, verification of the ownership entity holding

            title to Premises and an executed resolution or other documentation

            authorizing the signator in Paragraph 20 below to enter into this

            Agreement and proceed to the sale of Premises.

 

      (b)    Seller agrees to cooperate with Buyer in the obtaining of any

            governmental approvals that may be needed including, but not limited

            to, site plan approval and zoning.

 

      (c)    Buyer may assign its interest in this Agreement at its sole

            discretion.

 

      (d)    After closing, Buyer shall be permitted to continue to occupy

            Premises for a period not to exceed Sixty (60) days from date of

            closing ("Occupancy Period").

 

      (e)    Purchase specifically excludes building fixtures, HVAC, building and

            restaurant equipment, interior furnishings and facility

            improvements. These items shall be retained by Seller and shall be

            removed from Premises within Ten (10) days of cessation of business

            operations on the

 

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            Premises or by the end of the Occupancy Period, whichever is

             earlier. Any items that remain on Premises after said period, shall

            automatically become the property of the Buyer.

 

      9. Contingencies of Purchase. Purchase shall be subject to and contingent

upon the meeting of the following contingencies to Buyer's sole satisfaction and

at Buyer's sole cost within Thirty (30) days of Effective Date:

 

      (a)    Agreement between Buyer and Seller concerning the form and wording

            of a written agreement ("Occupancy Agreement") by which Seller shall

            occupy Premises during Occupancy Period. During Occupancy Period,

            Seller shall not pay rent, but shall provide and pay for casualty

            and liability insurance naming Buyer as additional insured and shall

            pay for the costs of utilities. Buyer shall pay real property taxes

            commencing on date of closing. Occupancy Agreement, to be executed

            at closing, shall also define terms and conditions for the removal

            of Seller's retained property as described in Subparagraph 8(e)

            above.

 

      (b)    Approval by Community Shores Bank Board of Directors of purchase of

            Premises.

 

Further, purchase shall be subject to and contingent upon the meeting of the

following contingencies to Buyer's sole satisfaction and at Buyer's sole cost on

or before date of closing:

 

      (c)    Review of all conditions relating to Premises including, but not

            limited to, the following: Environmental, engineering, ALTA survey,

            zoning, soil borings, and wetlands.

 

      (d)    Review of title commitment and all easements and restrictions of

            record including, but not limited to, Buyer's satisfactory receipt

            of verification of access to M-120 and the Causeway from Premises

            and the ability to erect directional and identification signage on

            both M-120 and the Causeway.

 

Buyer and its representatives and consultants shall, subject to the terms of

this Agreement, have the right for a period of Ninety (90) days from Effective

Date (the "Inspection Period") to perform such tasks as Buyer deems reasonably

necessary related to diligent review of Premises, subject to the other terms and

provisions of this Agreement. On or before expiration of the Inspection Period,

as may be extended,


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