EXHIBIT 10.18
PURCHASE AGREEMENT
The undersigned, GCG ACQUISITIONS, LLP, or its assigns, ("Buyer"),
hereby offers to purchase from HEALTHCARE RECOVERIES, INC. ("Seller"), the
property described in Section 1, subject to the terms and conditions set forth
herein.
1. Property. The total assets to be purchased by Buyer and sold
by Seller hereunder ("Property") shall consist of the following:
1.1 All the land located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, in
the City of New Berlin, County of Waukesha, State of Wisconsin, as
identified or legally described on EXHIBIT A attached hereto, together
with each and every street, alley, access-way, right-of-way, easement
and privilege appurtenant thereto ("Land");
1.2 All improvements, structures and fixtures located
upon, over or beneath the Land ("Improvements"), including without
limitation, an approximately sixty thousand (60,000) square foot office
building;
1.3 All tangible personal property, including
furnishings, located on the Land and used by Seller in the operation or
maintenance of the Land or Improvements as of the date of this Purchase
Agreement ("Purchase Agreement"), including, without limitation, the
items listed on EXHIBIT B attached hereto (but excluding personal
property of any tenants); and
1.4 The interest of Seller or its affiliates, to the
extent assignable, in any intangible personal property which is
necessary or useful in connection with the ownership, maintenance or
operation of the Land and Improvements described above, including,
without limitation, building plans and specifications, operating
contracts, warranties, permits, soil or environmental reports, surveys,
maps, certificates or notices of completion or occupancy, conditional
use or zoning permits, claims and causes of action.
2. Purchase Price. The purchase price ("Purchase Price") for the
Property is Three Million Five Hundred Thousand Dollars ($3,500,000.00), and
shall be payable, subject to prorations, credits and escrows as provided in this
Purchase Agreement, at closing by delivery of a certified or cashier's check
from Buyer or by wire transfer from Buyer.
3. ▇▇▇▇▇▇▇ Money. ▇▇▇▇▇▇▇ money of Twenty-Five Thousand Dollars
($25,000.00) shall be tendered on the date that Seller delivers to Buyer a fully
executed copy of this Purchase Agreement ("Acceptance Date"), by Buyer
depositing such sum with Chicago Title Insurance Company ("Chicago Title"), to
be held in its trust account, pursuant to its standard escrow agreement, which
the parties hereto agree to execute. All ▇▇▇▇▇▇▇ money tendered under this
Purchase Agreement ("▇▇▇▇▇▇▇ Money") shall be held in an interest bearing
account. If this transaction closes, the ▇▇▇▇▇▇▇ Money, together with all
accrued interest thereon, shall be credited against the Purchase Price. If this
transaction does not close due to Buyer's default, the ▇▇▇▇▇▇▇ Money together
with all interest earned thereon shall be disbursed to Seller as liquidated
damages. If this transaction does not close, due either to (i) Buyer's not
delivering to Seller the notice described in Section 4 regarding Seller's
satisfaction of contingencies or (ii) Seller's default, the ▇▇▇▇▇▇▇ Money,
together with all accrued interest thereon, shall be returned to Buyer.
4. Contingencies. Buyer's obligation to close this transaction is
contingent upon the satisfaction or waiver of the contingencies set forth below.
4.1 Survey. Buyer obtaining, at Buyer's sole expense, in
form and substance satisfactory to Buyer and Buyer's lender, a survey
of the Land and Improvements prepared by a registered land surveyor
selected by Buyer and certified to Buyer and such others as Buyer may
reasonably request. The survey shall be sufficient to permit the
removal of survey exceptions relating to questions of survey from the
title insurance policy referred to under Section 5.2 and shall reveal
no easements, encroachments, encumbrances or other matters that would
adversely affect Buyer's intended use and operation of the Land as an
office building ("Buyer's Use"). The survey shall also contain a
certification that the Improvements on the Land do not lie within a
wetland, flood plain or lakeshore erosion hazard area.
4.2 Utilities. Buyer determining, at Buyer's sole
expense, that all necessary public utilities, including without
limitation, sanitary and storm sewer, water, gas, electricity and
telephone, are currently available for use on the Land at suitable
locations and at sufficient capacity for Buyer's Use, or, that the Land
includes on-site sewer and water systems, and that such utilities and
systems are in good condition and repair.
4.3 Environmental. Buyer obtaining, at Buyer's sole
expense, a written report from an environmental consultant of Buyer's
choice confirming that (i) the Land and Improvements and the soils,
groundwater and surface waters on, in or and under the Land do not
contain any pollutants, contaminants or hazardous substances (as such
terms are defined under any applicable federal, state, or local law,
rule, regulation, ordinance or order), or other environment or
health-threatening materials, including, without limitation, petroleum
products, asbestos (whether friable or not), radon, lead and
polychlorinated biphenyls (whether contained or not); and (ii) no
underground storage tanks ("USTs") are present on the Land, and USTs
which were present did not leak and were removed and disposed of in
compliance with all laws, rules and regulations of any governmental
authority then or now in effect.
4.4 Title. Buyer determining, at Buyer's sole expense,
that any easements, restrictive covenants, restrictions, land use
regulations or other encumbrances affecting the Land and Improvements
will not adversely affect or restrict Buyer's Use.
4.5 Physical Inspection. Buyer obtaining, at Buyer's sole
expense, inspection reports and other information deemed appropriate by
Buyer, from inspectors of Buyer's choice, which indicate to the
satisfaction of Buyer that the Improvements are in good condition and
repair, that the square footage of the Improvements is as set forth in
Section 1.2 and that there are no material defects or deficiencies in
any part thereof (including, without limitation, telecommunications
equipment, the plumbing, HVAC, drainage, sanitary sewer, waste
treatment, water, and electrical systems, the foundation,
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exterior walls, roof and other structural components, and the
sidewalks, driveways and parking areas thereof).
4.6 Lease and Escrow Agreement. Buyer and Seller entering
into a lease for the lower level of the building located on the
Property, on the terms attached hereto as EXHIBIT C, and further
agreeing to the form of Escrow Agreement to be entered into by the
parties at closing, pursuant to which an amount necessary to perform
the Tenant Improvements (defined on Exhibit C) will be deducted from
the Purchase Price (the "Holdback") and will be placed in a Chicago
Title escrow account, to be released to Seller upon completion of the
Tenant Improvements, defined on EXHIBIT C. The parties estimate the
Holdback to be between $200,000 and $300,000. If the Holdback is less
than $300,000, then the Purchase Price set forth in Section 2 shall be
decreased by an amount equal to $300,000 minus the Holdback. This
decrease in the Purchase Price, if any, shall be documented in the
Escrow Agreement and the parties agree to sign an amendment to this
Purchase Agreement confirming the new Purchase Price.
4.7 Review of Documents. Buyer reviewing and approving
the items required to be provided by Seller pursuant to Section 5.1
hereof.
4.8 Personal Property. Buyer and Seller determining (i)
the additional items of personal property that will not be sold to
Buyer including, but not limited to, telecommunications equipment which
are located on the Property but not owned by Seller, and any personal
property owned by an employee or individual and (ii) the items of
personal property which are considered part of the Property but will be
used by Seller during the Lease term.
4.9 If Buyer does not notify Seller within thirty (30)
days after the Acceptance Date ("Contingency Period") that the
contingencies set forth above have been satisfied or waived by Buyer,
this Purchase Agreement shall terminate and all ▇▇▇▇▇▇▇ Money, and
interest earned thereon, shall be immediately returned to Buyer. Buyer
shall have the right to extend the Contingency Period for an additional
period of thirty (30) days provided that Buyer provides written notice
of the extension to Seller prior to the expiration of the Contingency
Period, and provided further that Buyer is attempting to satisfy the
contingencies set forth above in good faith. Buyer agrees to use its
good faith efforts to make such inquiries, retain such consultants,
make such applications and perform such acts as may be reasonably
necessary or appropriate to enable Buyer to satisfy the above stated
contingencies, provided that Buyer shall not be required to attempt to
satisfy all contingencies simultaneously, but shall be entitled to
attempt satisfaction of the contingencies in a sequential order
established by Buyer within the time frames set forth herein.
5. Seller's Obligations. Seller, at Seller's sole expense, shall
perform the following obligations:
5.1 Deliveries. Seller shall furnish and deliver to Buyer
for examination, within five (5) days after the Acceptance Date, to the
extent such items are in Seller's possession or under Seller's control,
copies of the following:
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5.1.1.1 All reports, surveys, maps, plans,
specifications, soil tests, financial statements, operating
manuals, warranties, environmental audits, reports, studies
and other similar documentation relating to or affecting the
Property; and
5.1.1.2 All leases, service contracts, management
agreements and other agreements that presently affect the
Property.
5.2 Title Commitment. Seller shall obtain and deliver to
Buyer, at Seller's sole expense, within fifteen (15) days following the
Acceptance Date, a commitment (including copies of all matters listed
as title exceptions thereon) from Chicago Title, to issue an owner's
policy of title insurance in the amount of the Purchase Price, naming
Buyer as the insured, which policy shall be in the form of an ALTA
Owner's Policy Form 1970-B (amended 10/17/79) insuring good and
marketable fee simple record title to the Property except for matters
expressly approved by Buyer. Seller shall use its good faith efforts to
cause the title commitment to obligate Chicago Title to issue a title
policy that will insure Buyer's title to be in the condition required
under Section 9 (without standard exceptions) as of the Closing Date.
5.3 Seller's Cooperation. Seller shall join with Buyer in
executing any and all applications for requests for zoning changes,
permits or approvals or any other permit or license necessary or
desired for Buyer's Use, provided that Buyer shall pay all expenses,
including those reasonably incurred by Seller, if any, associated
therewith.
5.4 Service Contracts. Seller shall at closing, by valid
instrument in form and substance acceptable to Buyer, assign to Buyer
and Buyer shall assume all service or management contracts with third
parties relating to the Property which will be in effect on the Closing
Date and which are acceptable to Buyer, as indicated on a schedule of
such contracts attached thereto which Seller shall warrant as being
true, complete and in full force and effect without any defaults of
Seller thereunder. Provided Buyer has given notice to Seller of any
service or management contracts unacceptable to Buyer on or before the
expiration of the Contingency Period or any extension thereof, Seller
shall terminate all such service or management contracts, effective
prior to the Closing Date.
6. Access and Cooperation. Buyer and its designees, at any time
after the Acceptance Date, shall have the right to enter the Property at all
reasonable times during Seller's business hours to conduct inspections, studies
and investigations of the Property, including the right to take and remove
reasonable test samples; provided, however, that such inspections and other work
shall not unreasonably interfere with Seller's use or occupancy of the Property.
Neither Buyer's right to inspect the Property nor the results thereof shall in
any way limit, diminish or modify Seller's warranties and representations as set
forth herein. Seller shall cooperate with Buyer in Buyer's exercise of its
rights under this Section. Buyer shall, with respect to any such inspections,
studies, and investigations of the Property and any work performed in connection
therewith by or on behalf of Buyer, indemnify Seller against any and all
expense, liability or damage arising out of (i) any mechanics liens filed
against the Property; or (ii) the negligent or malicious acts of Buyer or its
agents.
7. Operation of Property. From the Acceptance Date through the
Closing Date Seller shall:
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7.1 Operate the Property in a commercially prudent manner
and maintain the Property in a good, clean and sanitary condition
without any deferred maintenance and shall pay in a timely fashion all
bills and timely discharge all obligations arising by reason of
Seller's ownership, operation, management and leasing of the Property;
7.2 Keep and preserve the Property in the condition
existing as of the Acceptance Date, normal wear and tear excepted, and
not deposit or permit to be deposited thereon any garbage, fill or
other refuse material without the Buyer's prior written consent;
7.3 Not, without obtaining the prior written consent of
Buyer, enter into, modify or terminate any lease or other agreement
with respect to the Property which will (i) extend in force beyond the
Closing Date and purport to bind Buyer or the Property or (ii) not be
fully performed by Seller prior to the Closing Date;
7.4 Not, without the prior written consent of Buyer,
initiate or consent to the change in any zoning applicable to the
Property or in any other governmental law, permit, license, ordinance
or regulation applicable to the construction, use, occupation or
operation of the Property; and
7.5 Maintain fire and extended coverage insurance on the
Improvements for the full replacement cost thereof.
8. Warranties and Representations.
8.1 Seller warrants and represents to Buyer, which
warranties and representations shall survive closing for a period of
two and one-half (2 1/2) years, that, as of the Acceptance Date:
8.1.1 To Seller's knowledge, no part of the
Improvements are located in a flood plain, wetland or shore
land area.
8.1.2 Seller has received no notice of any pending
or threatened litigation, suit, action or proceeding before
any court or administrative agency affecting the Property.
8.1.3 Seller has received no notice of any pending
or threatened condemnation proceedings affecting the Property.
8.1.4 Seller has received no notice of
contemplated public improvements which may result in special
assessments or otherwise materially affect the Property.
8.1.5 Seller has received no notice of any
existing or any pending or threatened governmental agency or
court orders requiring repair, alteration or correction of any
condition affecting the Property.
8.1.6 Seller has received no notice from any
governmental unit or agency alleging that the Property is in
violation of any building, zoning, subdivision, traffic,
parking, land use, environmental, occupancy, health and other
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applicable laws, ordinances, regulations, decrees, rules or
conditions of any federal, state, county, municipal or other
governmental or quasi-governmental authority or agency
affecting the Property. The Land is zoned under the
classification of M-1 Industrial based solely upon an
examination by Seller of the records in the City of New
Berlin's zoning office.
8.1.7 The Property and its occupancy and operation
by Buyer for Buyer's Use will not be in violation of any
private agreement, covenant, reservation or restriction of
which Seller has knowledge.
8.1.8 All Improvements, including, but not limited
to: the plumbing, mechanical, drainage, sanitary sewer, water,
fire, security and electrical systems; the foundation, roof,
exterior walls and other structural components; and the
sidewalks, docks, driveways and parking areas thereof are in
good working condition and repair and perform the functions
for which intended.
8.1.9 Seller is not a foreign person within the
meaning of Section 1445 of the Internal Revenue Code of 1986,
as amended, and the Seller's correct taxpayer identification
number is set forth next to Seller's signature herein.
8.1.10 Seller has good right, title and authority
to enter into and perform the obligations of Seller hereunder,
and, upon acceptance as set forth below by Seller, this
Purchase Agreement shall become a valid and binding obligation
of Seller, enforceable in accordance with its terms.
8.2 Buyer represents and warrants to Seller, which
warranty and representation shall survive closing, that this Purchase
Agreement will be upon execution a valid and binding obligation of
Buyer, enforceable in accordance with its terms.
8.3 Seller warrants and represents to Buyer, which
warranties and representations shall survive closing for a period equal
to any applicable statute of limitation, that, as of the Acceptance
Date, to Seller's knowledge; (i) the Property is in compliance with all
federal, state and local (including local sewerage district) laws,
rules, regulations, ordinances, codes and orders governing,
establishing, limiting or otherwise affecting the use, discharge,
storage or disposal of air, water or other pollutants, process waste
water or solid, hazardous and/or toxic substances or
environment-threatening materials (hereinafter collectively referred to
as "Waste"); (ii) the Property has never been used as a landfill, dump
or industrial waste disposal area; (iii) Seller has received no notice
of any pending or threatened actions or proceedings by the local
municipality, sewerage districts, the Wisconsin Department of Natural
Resources, the U.S. Environmental Protection Agency or any other
governmental entity with respect to the Property, and there is no basis
for any such action or proceeding; (iv) all Waste ever situated upon
the Property has been removed from the Property in accordance with
applicable laws, rules, regulations, ordinances, codes, orders or other
requirements, and no Waste is used, stored or disposed of on the
Property, except in compliance with all applicable laws governing the
use of such Waste; and (v) there are no underground storage tanks
located on the Property. For purposes of this Section 8.3 only, the
phrase, "to Seller's knowledge", shall mean to the knowledge of any
current employee of Seller at the vice president or higher level,
and/or to the knowledge of ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇.
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9. Condition of Title. Seller shall, at closing, convey fee
simple title in the Land and Improvements to Buyer by good and sufficient
warranty deed, free and clear of all liens and encumbrances except municipal and
zoning ordinances, recorded building and use restrictions and covenants
(provided Buyer's Use is not prevented), recorded easements for public utilities
serving the Land and Improvements and located adjacent to side and rear lot
lines, and general real estate taxes levied in the year of closing. Seller shall
convey to Buyer the Property described under Sections 1.3 and 1.4 by warranty
▇▇▇▇ of sale, free and clear of all liens, claims and encumbrances. Legal
possession of the Property and all other conveyance documents as required herein
shall be delivered to Buyer on the Closing Date.
10. Termination of Agreement.
10.1 This Purchase Agreement and any obligation to
consummate the transactions contemplated hereby may be terminated by
mutual consent of the parties.
10.2 This Purchase Agreement may be terminated by written
notice from Buyer to Seller if there has been a material
misrepresentation or breach by Seller under this Purchase Agreement.
Buyer's failure to terminate shall not constitute a waiver of any such
misrepresentation or breach.
10.3 This Purchase Agreement may be terminated by written
notice from Buyer to Seller if any of the contingencies provided for in
Section 4 have not been satisfied or waived by Buyer in writing within
the time therein provided (it being understood that if Buyer determines
in good faith that it is unlikely that one or more of the contingencies
will be satisfied, Buyer shall have the right to terminate this
Purchase Agreement).
10.4 This Purchase Agreement may be terminated by written
notice from Seller to Buyer if there has been a material
misrepresentation or breach by Buyer in the representations,
warranties, agreements and covenants of Buyer as set forth herein.
Seller's failure to terminate shall not constitute a waiver of any such
misrepresentation or breach.
10.5 If all of the contingencies provided in Section 4 are
satisfied or waived and Buyer thereafter fails to complete the closing
as provided in this Purchase Agreement, Seller, as its sole and
exclusive remedy, shall be entitled to the ▇▇▇▇▇▇▇ Money, and all
accrued interest thereon, as liquidated damages. If Seller commits a
material breach of this Purchase Agreement, Buyer shall be entitled to
the prompt return of the ▇▇▇▇▇▇▇ Money, including interest paid
thereon, and to any other remedies available, at law or in equity,
including specific performance.
11. Binding Contract. Seller and Buyer hereby acknowledge and
agree that they intend this Purchase Agreement to be a binding and enforceable
agreement, subject to the terms and conditions set forth herein, and each party
hereby waives any right to hereafter challenge the enforceability of this
Purchase Agreement on the basis that the contingencies set forth in Section 4
hereof are at the good faith discretion of Buyer. Buyer agrees to use its good
faith efforts to satisfy such contingencies. Seller acknowledges and agrees that
such efforts by Buyer will require Buyer to expend significant time and money
investigating the Property and attempting to satisfy all of the contingencies
precedent to the purchase of the Property and the expenditure of
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such time and money by Buyer constitutes good and sufficient consideration to
Seller for Seller accepting this Purchase Agreement and agreeing to be bound
hereto.
12. Closing. This transaction is to be closed at the offices of
Gutglass, Erickson, Bonville, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, S.C. on the first business day
which is more than sixty (60) days after the Acceptance Date. ("Closing Date").
13. Prorations. The following income and expenses shall be
calculated by Buyer and Seller and prorated as follows:
13.1 Taxes. Net general real estate taxes for the year of
closing shall be prorated as of the Closing Date, inclusive of said
date, on the basis of the net general real estate taxes for the year of
closing, if known, otherwise on one hundred ten percent (110%) of the
net general real estate taxes for the preceding year. Seller shall pay
prior to the Closing Date all general real estate taxes attributable to
any time period prior to the year of closing. Special assessments for
any work on or relating to the Property commenced or levied prior to
the Closing Date shall be paid by Seller at or prior to closing.
13.2 Operating Expenses. All expenses for utilities,
maintenance contracts and other operating items related to the Property
shall be prorated as of the Closing Date, with Seller to pay any such
expenses attributable to periods prior to the Closing Date and Buyer to
pay all such expenses attributable to periods on or after the Closing
Date. Such proration shall be reflected on the closing statement and
shall be made on the basis of statements obtained from utilities,
suppliers or service providers, or if Seller, despite its best efforts,
is unable to obtain any such statements, on the basis of the bills or
invoices attributable to the period immediately prior to the billing
period in which the Closing Date occurs.
13.3 Transfer Fees. Seller shall further be obligated to
pay all escrow and state and local transfer fees in connection with
this transaction.
13.4 Legal and other Fees and Expenses. Each party shall
bear its own legal fees and other expenses associates with transaction.
14. Notices. Any notice or election required or permitted to be
given or served hereunder shall be in writing and be delivered either in person
or sent by (i) United States certified or registered mail, postage prepaid,
return receipt requested; (ii) bonded courier service; or (iii) telecopy
transmission to the address or telecopy number designated below the signature of
the party. Any such notice, if mailed as provided herein, shall be deemed to
have been mailed, rendered, given or served on the date mailed and shall be
deemed to have been received on the expiration of two business days after
mailing. Any notice or communication personally delivered or delivered by
telecopy transmission shall be deemed to have been given or served upon the
party to whom delivered upon delivery thereof in the manner above provided.
15. Brokerage Commissions. Seller and Buyer each represent and
warrant to the other that, except for the brokers identified on the signature
page, which is the agent of and whose commission will be paid by Seller, neither
of them has dealt with any agent, broker, finder or other person in connection
with the transaction contemplated by this Purchase Agreement in
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such a manner as to give rise to any valid claim for a broker's, finder's or
similar fee, and Seller and Buyer each hereby agree to indemnify and hold each
other harmless from and against any and all liability, obligation, loss, cost
and/or expense (including actual attorneys' fees) in connection with the claims
of any such agent, broker, finder or other person which are based on the
conduct, actions or agreements of Seller or Buyer.
16. Risk of Loss; Casualty Damage. The risk of loss or damage to
the Property, as between Buyer and Seller, shall be on Seller at all times until
the closing of this transaction has been completed. If prior to such time any
part of the Property is damaged, Seller shall promptly notify Buyer thereof. If
the cost of repair, as determined in good faith by Seller, is less than five
percent (5%) of the Purchase Price, Buyer shall remain fully obligated
hereunder. If the cost of repair, as determined in good faith by Seller, is five
percent (5%) of the Purchase Price or more, Buyer shall have the right to
terminate this Purchase Agreement by written notice given to Seller within
thirty (30) days following the date of damage, and all ▇▇▇▇▇▇▇ Money and accrued
interest shall be refunded to Buyer. If Buyer does not or is not entitled to
terminate this Purchase Agreement as just provided, then Buyer shall have the
option to proceed to closing as originally scheduled or delay closing until such
time as the repairs are completed. In the event Buyer elects to delay the
closing, Seller shall repair or replace any such damage or destruction at its
sole cost and expense. Said work shall be completed in a good and workmanlike
manner and in compliance with all applicable codes and ordinances and free of
any liens or claims. In the event Buyer elects not to delay the closing and to
proceed to closing without the requirement of repair by Seller, then Seller
shall neither compromise nor settle any insurance or liability relating thereto
without Buyer's written consent, and Buyer shall be entitled to any insurance
proceeds arising from such damage, and the amount of any deductible shall be
credited to Buyer against the Purchase Price.
17. Condemnation. If prior to the closing, any part of the
Property is subject to a bona fide threat of condemnation or the initiation of
any condemnation proceedings by a body having the power of eminent domain, or is
taken by eminent domain or condemnation (or sale in lieu thereof), Seller shall
give written notice thereof to Buyer and Buyer may, by written notice to Seller,
elect to terminate this Purchase Agreement. Upon such termination, the ▇▇▇▇▇▇▇
Money will be returned to Buyer and both parties shall be relieved of and from
any further liability hereunder. If Buyer does not make such election to
terminate this Purchase Agreement, this Purchase Agreement shall remain in full
force and effect, and the full Purchase Price shall be due at closing without
adjustment; provided, however, Buyer shall receive notice of and be entitled to
control over all negotiations or meetings with condemning authorities and Seller
shall, at closing, assign, transfer and set over to Buyer, all of the right,
title and interest of Seller in and to any awards that have been or that may
thereafter be made for such taking.
18. Miscellaneous.
18.1 This Purchase Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs,
personal representatives, successors and assigns.
18.2 The captions and section numbers in this Purchase
Agreement are inserted only as a matter of convenience and do not
define, limit, construe or describe the scope or intent of such
sections.
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18.3 On the Closing Date, or thereafter if necessary, each
party shall, without cost or expense to the other party, use its best
efforts to obtain and deliver to or cause to be executed and delivered
to the other party, such further instruments of transfer and conveyance
as may reasonably be requested, and take such other action as a party
may reasonably require to carry out more effectively the transactions
contemplated herein.
18.4 This Purchase Agreement may be signed in
counterparts, each of which upon execution and delivery as prescribed,
shall be deemed an original for all purposes. In proving this Purchase
Agreement, the party seeking performance need only produce an original
copy of the document executed by the party against whom enforcement is
sought.
18.5 No delay or omission by any of the parties obligated
hereunder to exercise any right or power accruing upon any
noncompliance or failure of performance by another party under the
provisions of this Purchase Agreement shall impair any such right or
power or be construed to be a waiver thereof. A waiver by any such
party hereunder of any default or of any covenants, conditions or
agreements hereof to be performed by another shall not be construed to
be a waiver of any succeeding default hereunder of any other covenant,
condition or agreement herein contained.
18.6 This Purchase Agreement shall be governed and
construed in accordance with the laws of the State of Wisconsin and
enforced in courts having venue within the State of Wisconsin.
18.7 After the Acceptance Date, and as long as this
Purchase Agreement is in effect, Buyer shall have the right to place
"For Lease" signs on the Property.
18.8 If any provision, or any portion thereof, of this
Purchase Agreement, or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the
remainder of this Purchase Agreement, or the application of such
provision or portion thereof, to any other persons or circumstances
shall not be affected thereby and each provision of this Purchase
Agreement shall be valid and enforceable to the fullest extent
permitted by law.
18.9 No agreement shall be effective to add to, change,
modify, waive or discharge this Purchase Agreement in whole or in part,
unless such agreement is in writing and signed by the parties to be
bound.
18.10 Time shall be of the essence in the performance by
Buyer and Seller of their respective obligations hereunder.
IN WITNESS WHEREOF, the Buyer has caused this Purchase Agreement to
be executed this 29th day of June, 2001.
BUYER:
GCG ACQUISITIONS, LLP and/or its assigns
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By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Acceptance
Accepted this 29th day of June, 2001
SELLER:
HEALTHCARE RECOVERIES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Buyer's address for notice purposes:
c/o General Capital Group
10532 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
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With a copy to:
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Gutglass, Erickson, Bonville, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, S.C.
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Seller's address for notice purposes:
Healthcare Recoveries, Inc.
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
Vice President - Finance Administration
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With a copy to:
▇▇▇▇▇, Tarrant & ▇▇▇▇▇, LLP
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Attn: ▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
Seller's real estate brokers: The ▇▇▇▇▇▇▇▇▇ Company
▇▇▇▇▇ ▇. ▇▇▇▇▇ Company
Buyer's real estate broker: Standard Real Estate, LLC
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EXHIBIT A
LEGAL DESCRIPTION
[Text Omitted]
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EXHIBIT B
PERSONAL PROPERTY
The following items located on the Property as of the Acceptance Date:
- All furniture, including, but not limited to, desks, chairs,
tables, lighting, cabinets and bookshelves.
- All exercise equipment.
- All art not owned by employees personally.
- All telecommunications equipment currently owned by Seller,
including but not limited to, telephones, cables and
supporting equipment, together with all instruction manuals
and other support services.
The following items are specifically excluded from the Property:
- Computer hardware and software
- Any employee's personal property, including, but not limited
to employees' art and/or furniture
- All telecommunications equipment not owned by Seller,
including but not limited to, telephones, cables and
supporting equipment, together with all instruction manuals
and other support services.
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EXHIBIT C
LEASE TERMS
TENANT: Healthcare Recoveries, Inc.
LANDLORD: GCG Acquisitions, LLP, or its assigns
PREMISES: Approximately 19,000 square feet (plus an approximate
11% add-on factor for the common areas of the
building) in the lower level, more particularly
described on the attached SPACE PLAN. The Lease shall
provide the tenant with the right to use the personal
property to be conveyed to Buyer at closing, which
personal property is currently used by the Seller at
the Property and is necessary to operate the tenant's
business.
TERM: Approximately five (5) years to commence on the
closing date.
BASE RENT:
Year 1 $10.00 per square foot
Year 2 $10.30 per square foot
Year 3 $10.61 per square foot
Year 4 $10.93 per square foot
Year 5 $11.26 per square foot
RENT COMMENCEMENT
DATE: Tenant will commence payment of Base Rent, CAM,
taxes and insurance on the closing date.
COMMON AREA MAIN-
TENANCE, TAXES AND
INSURANCE: Tenant shall be responsible for its proportionate
share of such costs.
TENANT'S WORK
AND POSSESSION: Tenant shall spend an amount necessary to perform the
tenant improvements to be described in the Lease
converting and building out the lower level of the
Building ("Tenant Improvements"). Upon completion of
Tenant Improvements in accordance with laws and free
of all liens, the Holdback shall be released to
Seller pursuant to the escrow agreement described in
Section 4.6 above.
INTENDED USE: Office
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SUBLEASE &
ASSIGNMENT: Tenant shall not have the right to assign or
sublease all or any portion of the Premises without
obtaining the Landlord's consent, which consent may
be withheld in its sole discretion.
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