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HomeMy WebLinkAboutSW6240706_Pending Sales Agreement_20240801 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT(this"Agreement") is made as of the 25th day of October , 2022 ("Effective Date") by and between FOUR. W's, INC, a North Carolina corporation ("Seller"), and VERUDC/DUNN, LLC, a Delaware limited liability company or its assigns ("Purchaser"). In consideration of the mutual covenants and representations herein contained, Seller and Purchaser agree as follows: 1. Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller,as the fee simple owner of the property, as defined below, hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller a parcel of land containing 1.14±acres being Parcel ID No. 021507015109 located at 2050 W. Cumberland Street, Dunn, North Carolina, 28334, as more particularly shown on the attached Exhibit "A" which is incorporated into this Agreement for all purposes, (i) any land lying in or under any body of water or the bed of any street or road, open or proposed, adjacent to such tract, (ii) all easements appurtenant to the foregoing tract, (iii) all oil, gas, sulfur and other minerals (whether similar or dissimilar) in, on, under and that may be produced from such tract, (iv) all strips or gores, if any, between such tract and adjoining properties, and (v) all other rights, privileges and appurtenances in any way related to or for the benefit of the foregoing tract (collectively,the"Property"). 2. Purchase Price. The purchase price for the Property shall be One Million and No/100 Dollars ($1,000,000.00)(the"Purchase Price")and paid by Purchaser at Closing defined below)in cash, by certified, cashier's or bank check or by wired funds, subject to the adjustments and prorations as provided for herein. 3. Earnest Money. Within five (5) business days after the Effective Date, Purchaser shall deliver to Kensington Vanguard National Title, 5005 LBJ Freeway, Suite 200, Dallas, Texas, Attention: Jennifer Maxwell (the "Title Company"), along with a fully executed counterpart of this Agreement, the sum of Ten Thousand and No/100 Dollars ($10,000.00) (the "Earnest Money") to be invested by the Title Company in an interest bearing account as Purchaser shall direct, so long as it is deposited in an account of a federally insured bank or savings and loan association. All interest accruing on the Earnest Money shall be paid to Purchaser. If during the Feasibility Period or as otherwise provided herein, Purchaser terminates this Agreement, the Earnest Money and all interest earned thereon (less the sum of $100.00 payable to Seller) shall be immediately returned to Purchaser, and no party hereto shall have any further obligations under this Agreement. If the sale of the Property is consummated pursuant to the terms of this Agreement,at the option of Purchaser,the Earnest Money shall be paid to Seller and applied to the payment of the Purchase Price or returned to Purchaser. 4. Title Commitment. Purchaser shall order, within twenty (20) days after the Effective Date, a Commitment for Title Insurance for an ALTA Owner's Policy of Title Insurance issued by the Title Company and legible copies of all restrictive covenants, easements, and other items listed therein (collectively,the"Title Commitment"). 5. Due Diligence Items. Seller shall deliver to Purchaser, if in Seller's possession or control (collectively,the"Due Diligence Items")within five(5)days after the Effective Date of this Agreement: (a) any existing environmental site assessments,including,but not limited to,Phase I Environmental Report on the Property; Purchase and Sale Agreement Page 1 Version 3 10/18/2022 10:09 AM IN WITNESS WHEREOF,The Seller and Purchaser have fully executed and delivered this Agreement as of the date set forth above: SELLER: FOUR W's,INC,a corporation By: c. Name: 0,;1 t it :3 >...., Title: �t�' � �At" I PURCHASER: VERUDC/DUNN, LLC, a Delaware Iimited liability company y. z y W. Mhzuw Name: Zachary W.Moans Title: Vice President Signature Page for Purchase and Sale Agreement