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Exhibit 10.23
REAL ESTATE PURCHASE AND SALE CONTRACT
THIS REAL ESTATE PURCHASE AND SALE CONTRACT ("Agreement") is made
and
entered into this 9th day of June, 2005, by
and between MAGNIFI, LLC, an Indiana
limited liability company (referred to
herein as "Seller), and TOWER BANK AND
TRUST COMPANY, an Indiana corporation
(referred to herein as "Buyer").
PRELIMINARY STATEMENT
Seller is the owner of certain real property and improvements
thereon
situated in the County of Allen, State of
Indiana, and is willing to sell such
real property to Buyer, and Buyer is
willing to purchase such real property and
improvements from Seller, upon the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained and for other
good and valuable consideration, the
receipt and sufficiency of which is hereby
acknowledged, the parties hereto
hereby agree as follows:
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Definitions. Certain terms used herein are
defined in this Section 1; other
terms are defined within the text of this
Agreement.
"Closing" shall mean the consummation of
the purchase and sale of the Premises
in accordance with the terms of this
Agreement upon completion of all conditions
precedent herein required. "Earnest Money
Deposit" shall mean the TWENTY-FIVE
THOUSAND AND NO/100 DOLLARS ($25,000.00)
deposit on the Purchase Price given by
Buyer to Seller, contemporaneously with the
execution of this Agreement.
"Premises" shall mean that certain parcel
of real property and improvements
thereon located in Allen County, Indiana,
as presently identified by legal
description on Exhibit "A" attached hereto
and made a part hereof. The full
legal description of the Premises shall be
noted on the survey to be provided by
Seller as hereinafter required. Said
Premises include all buildings,
improvements, fixtures, tenements,
hereditaments and appurtenances belonging or
in any wise appertaining to such real
property.
"Purchase Price" shall mean the Purchase
Price for the Premises in the aggregate
sum of ONE MILLION TWO HUNDRED THOUSAND AND
NO/100 DOLLARS ($1,200,000.00).
"Title Commitment" shall mean the
commitment issued by an ALTA approved title
insurance company ("Title Company")
selected by Seller and approved by Buyer,
which approval shall not be unreasonably
withheld, in which the Title Company
commits itself to issue to Buyer an Owner's
Policy of Title Insurance upon
demand in the full amount of the Purchase
Price, setting forth the state of the
title to the Premises and subject only to
those "permitted exceptions"
hereinafter described.
Purchase and Sale of Property. Subject to
the terms, provisions and conditions
set forth herein, Seller hereby agrees to
sell the Premises to Buyer, and Buyer
hereby agrees to purchase the Premises from
Seller.
Purchase Price for Premises. The Purchase
Price for the Premises shall be
payable in the following manner:
Earnest Money Deposit. Contemporaneously
with the execution of this Agreement,
Buyer has deposited with Seller the sum of
TWENTY-FIVE THOUSAND AND NO/100
DOLLARS ($25,000.00) as the Earnest Money
Deposit.
Balance of Purchase Price. The balance of
the Purchase Price, subject to such
adjustments, credits, deductions and
prorations, if any, as herein required,
shall be paid in cash at Closing.
Survey of Premises. Promptly after
execution hereof, Buyer may order and
procure, at the expense of Buyer, a
boundary survey of the Premises showing the
location, area and dimensions of all
improvements, easements, streets, roads,
flood hazard areas and alleys on or
abutting said Premises, and providing a
legal description of the Premises with such
certifications as Buyer deems
appropriate, including, but not limited to,
an ALTA/ACSM certification.
Title to Premises.
State of Title to be Conveyed. At the
Closing, Seller shall convey to Buyer, by
a special or limited warranty deed in which
Seller warrants as to its own acts
affecting title, fee simple title to the
Premises, free from all liens,
encumbrances, restrictions, rights-of-way
and other matters, excepting only the
"permitted exceptions" described as
follows: (i) the lien of general real estate
taxes not yet due and payable, subject to
proration of taxes as hereinafter
provided; (ii) liens or encumbrances of a
definite or ascertainable amount and
which will be paid and discharged in full
by or for Seller at or prior to the
Closing; (iii) the easements, restrictions
and covenants described in Section
14(a) of this Agreement; and (iv) zoning
ordinances, easements, visible or of
record, matters disclosed by the survey,
and other restrictions and limitations
of record
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provided the same do not prevent or
materially interfere with Buyer's
intended use of the Premises.
Title Insurance Commitment and Policy.
Promptly after the execution hereof,
Seller shall order and procure the Title
Commitment, at the expense and for the
account of Seller. At the Closing, a Policy
of Title Insurance or an endorsement
to the Title Commitment shall be issued to
Buyer insuring Buyer's fee simple
interest in the Premises in the state
required by Section 5(a) above, and
subject only to the printed exceptions
therein contained and the "permitted
exceptions." Seller shall pay for all
charges and costs of such Title Insurance
Policy.
Objections to State of Title. If title to
the Premises is not in the state
required by Subsection 5(a) above, Buyer
shall give written notice to Seller
within ten (10) business days after the
date it receives the Title Commitment
and survey, specifying its objection(s) to
the state of title to the Premises.
Seller shall thereupon have a period of ten
(10) days in which it shall use its
best efforts to remedy the objection(s) or
to induce the Title Company to issue
an endorsement to the Title Commitment
insuring over or removing such
objection(s). If Buyer's objection(s) to
the state of title to the Premises are
not remedied by Seller within such ten (10)
day period, then Buyer shall have
the right, wi
