PURCHASE AGREEMENT
This PURCHASE AGREEMENT (the "Agreement") is made and
entered into as of the 25th day of September, 2000 between Retired
Persons Pharmacy of Texas, Inc. ("Seller") and 21 st Century
Technologies, Inc. ("Purchaser').
In consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:
I . Purchase and Sale of Property.
A. Subject to the provisions and conditions contained
herein, Seller agrees to sell and Purchaser agrees to purchase a
parcel of land and building, which land and building is known as ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ 761175050 and a parcel of
land, which land is known as ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇ both as more particularly described on Exhibit A attached
hereto and made a part hereof (collectively the "Property").
B. As used herein, the Property shall also include all
appurtenances, easements, licenses, rights-of-way, and privileges
belonging or appurtenant to the Property.
2. Deposits.
Purchaser shall deposit, in cash, with Rattikin Title
Company (the "Escrow Agent") the sum of twenty five thousand dollars
($25,000.00) upon Purchaser's execution of this Agreement (the
"Deposit").
3.
Intentionally Deleted.
4. Purchase Price.
The purchase price for the Property (the "Purchase Price")
shall be eight hundred and fifty thousand one hundred and fifty two
dollars and twenty cents ($850,152.20), which shall be paid by
Purchaser to Seller at the Closing in immediately available funds, by
certified or cashier's check, or by bank wire transfer of funds, at
Seller's option.
5. Title.
A. At the Closing, Seller shall convey title to the
Property to Purchaser in fee simple, free and clear of all mortgages,
deeds of trust, leases, security interests, or judgments, except for
(i) the lien of real estate taxes not yet due and payable, (ii) and
such other matters affecting title to the Property as shown on a
current title commitment or survey or which do not adversely affect
the marketability of title, (iii) building and zoning rules,
regulations, laws and ordinances; and to easements, covenants,
restrictions, reservations, consents and agreements of record not
violated by the existing structure or present use therein, (iv) to
any statement of facts that an accurate survey would show so long as
it does not render title unmarketable and (v) such other items as set
forth on Schedule 1 attached hereto ((i), (ii). (iii), (iv) and (v)
collectively "Permitted Exceptions.")
B. The existence of any other liens or encumbrances which
may be discharged by the payment of money, or satisfaction of which
shall be available at the time of Closing, shall not constitute an
objection of title, provided the Seller, at the time of Closing,
deposits with the Escrow Agent, a sum reasonably sufficient to
satisfy said lien or encumbrance of record.
C. Purchaser shall immediately upon the execution of this
Agreement order from the Escrow Agent a title commitment on the
Property together with legible copies of all documents described
therein. Purchaser shall have a period of fifteen (15) calendar days
after receipt of such title commitment to determine whether any of
the matters described in such report are not Permitted Exceptions. If
Purchaser determines that any matters described in such title
commitment are not Permitted Exceptions, Purchaser shall so
immediately notify Seller in writing of such matters and the reasons
why they are not Permitted Exceptions. Notwithstanding the foregoing,
any title matters to which Purchaser does not object by the
conclusion of the Study Period (as hereinafter defined) whether
Permitted Exceptions or otherwise, shall conclusively be deemed to
have been waived by Purchaser. Seller agrees not to permit any new
title matter to be recorded against the Property which can not be
satisfied or removed prior to the Closing. Seller shall thereafter
eliminate or cure such disapproved matters (other than the Permitted
Exceptions) or make satisfactory arrangements to have such
disapproved matters (other than the Permitted Exceptions) eliminated
or cured prior to or at the Closing, provided, that in no event shall
Seller be obligated to institute litigation or spend more than
$1,000.00 in curing any particular title defect. If Seller is
unsuccessful in eliminating or curing any title matters which have
been disapproved by Purchaser (other than the Permitted Exceptions),
then the Purchaser shall have the right to either waive such matters
and proceed to Closing hereunder without reduction or adjustment in
the Purchase Price, or terminate this Agreement by giving written
notice of termination to Seller ("Notice of Termination"). If such
Notice of Termination is given, this Agreement shall terminate, and
the Deposit, along with any interest earned thereon, shall be
returned to Purchaser by the Escrow Agent, and all rights,
obligations, and liabilities of the parties hereunder shall be
released and discharged.
6. Condition of Premises and Inspection.
Other than for the Study Period, it is agreed that this
Agreement is not subject to a physical, structural or other
inspection of the Property by the Purchaser or its representatives.
The Purchaser represents and acknowledges that Purchaser was given
ample opportunity to have such inspections of the Property made prior
to Purchaser's execution of this Agreement. Purchaser further
acknowledges that Purchaser has either had an inspection of the
Property, and is satisfied with the results of such inspection; or
that Purchaser has decided not to do so. If Purchaser has not made
such inspection, Purchaser acknowledges that Purchaser assumes all
risks with regard thereto, and Purchaser shall hold the Seller
harmless as a result. Purchaser does further acknowledge and
represent that Purchaser has not relied on any representation or
representations with regard to the condition of the Property,
regardless of whether such representation be written or oral, whether
same be made in this Agreement or separately, and regardless of
whether it was made by the Seller, a real estate broker, the Seller's
attorneys or anyone representing, or acting on behalf of any such
parties. Purchaser agrees to take the Property and each and every
part thereof 11as is." All of the provisions set forth in this
Section 6 shall survive the Closing.
SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER WHETHER
EXPRESSED, IMPLIED OR STATUTORY WITH RESPECT TO THE KIND, SIZE,
QUALITY, DESCRIPTION, OR MERCHANTABILITY OF THE PROPERTY OR OTHERWISE
WITH RESPECT TO THE PROPERTY, THE AVAILABILITY OF UTILITIES, ACCESS
OF THE PROPERTY TO PUBLIC ROADS, OR THE CONDITION, ADEQUACY OR
SUITABILITY OF THE PROPERTY FOR ANY PURPOSE. PURCHASER ACKNOWLEDGES
THAT IT IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF SELLER
AS PART OF THE AGREEMENT, BUT INSTEAD WILL RELY SOLELY ON ITS
INSPECTIONS AND REPORTS OF ITS THIRD PARTY CONTRACTORS. This
paragraph will survive closing or termination of this Agreement and
the language will be included in the deed delivered at Closing.
7. The Closing.
A. The Closing shall be held thirty (30) calendar days
following the conclusion or waiver of the Study Period at the offices
of Rattikin Title Company, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Att: ▇▇▇▇▇ ▇▇▇▇▇ or at such other location as may be acceptable to
Seller and Purchaser. Purchaser may extend the date of the Closing by
an additional thirty (30) calendar days by depositing an additional
$15,000.00 of non-refundable ▇▇▇▇▇▇▇ money with Rattikin Title
Company so that the Deposit (exclusive of any interest earned
thereon) is $40,000.00, provided that Purchaser gives Seller advance
written notice of its election to so extend the Closing. Such written
notice must be received by Seller no later than the date which is
fifteen (15) calendar days after the conclusion or waiver of the
Study Period. The date upon which the Closing is scheduled to occur
is referred to herein as the "Closing."
B. At the Closing, Seller shall execute, acknowledge, and
deliver to Purchaser a special warranty deed conveying the Property
to Purchaser ("Deed of Conveyance"). At the Closing, Purchaser shall
deliver to Seller the Purchase Price and other appropriate
consideration as set forth herein. Seller shall deliver, if
applicable, a standard title closers affidavit. Purchaser shall have
the obligation to pay any sales tax applicable to such transfer of
personal property, and shall indemnify and hold Seller harmless with
respect thereto. This provision shall survive the Closing.
C. Seller shall pay the costs relating to the releasing
of any existing loans or mortgages on the Property and Purchaser
shall pay any and all other Closing costs and expenses including, but
not limited to transfer taxes and charges, recordation and similar
taxes and charges imposed upon or in connection with the transfer of
the Property and the cost of recording the Deed of Conveyance. Seller
shall pay for the reasonable cost of TILTA survey of the Property
provided such cost is agreed to by Seller in writing in advance.
Seller shall pay for the cost of title insurance and all other
associated title insurance charges except for the 15% additional
title premium required to delete the survey exception from the title
commitment. Purchaser agrees to pay all expenses related to any loan
or mortgage in connection with the purchase of the Property.
Purchaser and Seller will each pay their own counsel fees in
connection with this matter and each shall bear equally any escrow
fees imposed by the Escrow Agent. In the event Purchaser does not
close the transaction contemplated by this Agreement, except for
Seller's breach, Purchaser shall pay Seller for the cost of the
survey and any title charges, which will be withheld from the
Deposit. Purchaser agrees to pay for any additional survey costs for
work required by Purchaser or by any potential lender.
D. Real estate taxes, rents, utilities and charges in
connection with maintenance agreement and similar charges shall be
prorated between Purchaser and Seller as of the Closing.
E. Possession of the Property shall be delivered to Purchaser
immediately upon consummation of the Closing.
B. Condemnation.
In the event of any condemnation or eminent domain
proceedings for public or quasi-public purposes at any time prior to
Closing hereunder, resulting in the taking of all or any substantial
part of the Property, Purchaser or Seller shall have the option to
terminate this Agreement, in which event the Deposit and any interest
earned thereon shall be promptly returned to Purchaser, and all
rights, obligations, and liabilities of the parties hereunder shall
be released and discharged. In the event of an insubstantial taking,
this Agreement shall remain in full force and effect and the
transaction contemplated by this Agreement shall be effected by the
parties hereto, without adjustment or reduction in the Purchase
Price, and Purchaser shall receive and be entitled to the
condemnation award.
9. Remedies.
A. In the event Seller breaches this Agreement or
otherwise fails to perform or observe any of the covenants or
obligations to be performed or observed by Seller under this
Agreement ("Event of Default"), Purchaser shall give Seller written
notice of such default. If any such Event of Default shall continue
beyond a reasonable cure period not to exceed thirty (30) calendar
days unless circumstances so require and Seller is diligently
pursuing a cure, then Purchaser shall be entitled, at its option as
Purchasers sole and exclusive remedy hereunder, either to (i) pursue
specific performance or (ii) obtain the return of the Deposit and any
interest earned thereon from the Escrow Agent; provided, however,
that the election by Purchaser shall constitute the sole and
exclusive remedy of Purchaser for any breach by Seller hereunder. The
return of the Deposit to Purchaser shall fully release Seller from
liability in respect of the breach of any of Seller's covenants or
obligations hereunder. In the event a court of competent jurisdiction
enters a decree or specific performance ordering Seller to comply
with the terms of this Agreement, then Seller agrees it shall convey
the Property to Purchaser according to the tenor of such decree, and
Purchaser shall fully release Seller from liability in respect of the
breach of any of Seller's covenants or obligations hereunder.
B. The parties agree that if Purchaser defaults in its
obligations hereunder, it would be extremely difficult to ascertain
the extent of the actual damage to Seller resulting from such
default. Thus, Purchaser and Seller agree that if Purchaser defaults
hereunder and Purchasers default shall continue beyond a reasonable
time period not to exceed ten (10) calendar days unless circumstances
so require and Purchaser is diligently pursuing a cure, Seller shall
be entitled to retain the Deposit and all interest earned thereon as
fixed, agreed, and liquidated damages as the sole and exclusive
remedy of Seller hereunder. Except as set forth in this Agreement,
Seller shall not be entitled to any other damages, rights, or
remedies against Purchaser as a result of Purchaser's default
hereunder.
10. Brokerage Commission.
Seller and Purchaser each represent and warrant to the
other that other than ▇▇▇▇▇▇▇▇ ▇▇▇▇ Dallas/Fort Worth, Ltd. and ▇▇▇▇▇
▇. ▇▇▇▇▇▇ Commercial that they have not dealt with or engaged any
broker, finder, or other person in connection with the transactions
contemplated herein, and each party agrees to indemnify and hold the
other harmless on account of any loss, damage, liability, or expense,
including reasonable attorney's fees, incurred by reason of a breach
of such representation and warranty. Seller will pay only the fee of
▇▇▇▇▇▇▇▇ ▇▇▇▇ Dallas/Fort Worth, Ltd. by separate agreement. This
provision shall survive the Closing.
11. General Provisions.
A. Purchaser shall not have the right to assign or
delegate any of its rights or obligations under this Agreement
without the consent of the Seller, which consent Seller may withhold
or grant in Seller's sole discretion. Seller may freely assign and
transfer this Agreement. Purchaser acknowledges and agrees that
Seller may be merging with another entity prior to Closing so that
such entity may become the Seller hereunder. Notwithstanding the
foregoing, Purchaser may assign this Agreement to a party that
controls Purchaser or which is controlled by Purchaser. Purchaser
shall however not be released of any liability hereunder in the event
of such assignment.
B. The terms and conditions of this Agreement shall be
binding upon, and inure to the benefit of, the parties hereto and
their respective heirs, successors, assigns and legal
representatives.
C. All notices required or permitted by this Agreement
shall be given in writing and delivered personally or sent by mail,
registered or certified, postage prepaid, or by Federal Express, UPS,
or similar overnight delivery service to the following addresses:
As to Seller:
Retired Persons Pharmacy of Texas, Inc. c/o Retired Persons Services,
Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Att: President
Att: General Counsel
with a copy to:
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ P.C. ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ 10 165 Aft: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
As to Purchaser:
21st Century Technologies, Inc. ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Aft: ▇▇▇▇▇▇ ▇▇▇▇▇
with a copy to:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Commercial 1100 Providence Towers West ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Aft: ▇▇▇▇ ▇▇▇▇▇▇
As to Escrow Agent:
Rattikin Title Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Aft: ▇▇▇▇▇ ▇▇▇▇▇
Any notice served upon any party as provided above shall be deemed to have
been given upon receipt. Any party to this Agreement may change the
address for notice by providing notice to the other parties to this
Agreement as provided for above.
D. This Agreement constitutes the entire agreement between the
parties concerning the subject matter hereof and supersedes all prior
negotiations, agreements, and undertakings.
E. This Agreement may not be modified except by the written
agreement of the parties hereto.
F. In the event any one or more of the provisions contained in
this Agreement are held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect
any other provisions hereof, and this Agreement shall be construed as if
such invalid, illegal, or unenforceable provision had not been contained
herein.
G. The date on which the Seller accepts this Agreement shall
be inserted as the date of this Agreement in the first paragraph hereof.
H. This Agreement and all transactions hereunder shall be
governed by the laws of the State of Texas.
1. No failure of any party hereto to exercise any right or
power given to such party hereunder or to insist upon strict compliance by
the other party with its obligations hereunder shall constitute a waiver
of any party's right to demand strict compliance with the terms hereof.
J. Each of the parties hereto, by the execution and delivery
of this Agreement represents and warrants to the other party that such
party is authorized to execute and deliver this Agreement and that this
Agreement is fully binding on such party.
K. At Closing, the parties shall provide the information
necessary for Internal Revenue Service Form 1099-S or other similar form
as required.
L. This Agreement is not contingent upon any other matter of
condition except as may be expressly stated to the contrary herein.
M. Neither this Agreement nor a memorandum thereof shall be
recorded or filed in any office of public record.
N. Seller makes no representation or warranty whether the
Property complies with the Americans with Disabilities act.
Agreement.
O. Time is of the essence for Purchaser's obligations under this
P. If either party shall be required to engage an attorney to enforce or
defend the rights of such party hereunder, the prevailing party shall be
entitled to recover reasonable attorneys fees and cost costs from the
non-prevailing party.
Q. This Agreement is intended to benefit the parties hereto
and there shall be no third party beneficiaries of this Agreement
including, but not limited to, employees, creditors, customers, brokers,
consultants and suppliers of Seller or Purchaser or any other person
Purchaser or Seller may have dealt with in connection with this
transaction. In particular, but not in limitation of the foregoing, no
creditor of Seller and no person seeking to enforce any agreement between
such creditor and Seller shall have any rights by virtue of this
Agreement.
R. Captions and section headings used herein are for
convenience only, and are not a part of this Agreement, and shall not be
used in construing it.
S. Purchaser agrees to make payment of the Purchase Price in
such denominations and to such payees as may be requested by Seller to
satisfy any mortgages, liens or encumbrances.
T. The Property shall remain on the market and Seller shall
have the right to negotiate and accept any other offer, subject to the
terms of this Agreement.
U. In the event that Purchaser terminates this Agreement for any
reason permitted hereunder, the Escrow Agent shall pay $100.00 of the
Deposit to Seller as a contract fee and the balance to Purchaser.
Seller's Covenants.
Representations and Warranties.
A. As a material inducement for Purchaser to enter into this
Agreement and to proceed to Closing, Seller hereby covenants and agrees
with Purchaser as follows:
Without the prior written approval of Purchaser, which
approval shall not be unreasonably withheld, delayed or conditioned,
Seller shall not: (i) construct or install on the Property any
improvements or allow any existing improvements, natural deposits,
resources, or vegetation on the Property to be wasted, removed, sold, or
in any way encumbered or otherwise alter the physical condition of the
Property; (ii) enter into, amend, cancel or modify any leases, agreements
or other undertakings affecting all or any part of the Property; (iii)
grant any easements or rights of way over or through the Property or
permit any liens, mortgages, deeds of trust, or other encumbrances to be
placed against the Property, except such liens that can be paid and
released from the cash consideration payable by Purchaser at Closing; or
(iv) permit any lien or other encumbrance affecting the Property as
of the date of this Agreement to be in default and/or foreclosed.
2. Seller shall furnish Purchaser within fifteen
(15) business days from the date of this Agreement with any
information in Seller's reasonable possession or reasonable control
from time to time pertaining to the Property including any warranties
relating to the Property, certificates of occupancy, leases, service
agreements, etc. Reasonable possession or reasonable control means in
the reasonable possession or reasonable control of the Treasurer of
Seller.
3. Seller shall cancel any contract, agreement or
other obligation of Seller pertaining to the Property which Purchaser
does not agree in writing to assume after Closing assuming that the
terms of such contract, agreement or other obligation permit
cancellation and such cancellation may be made without cost to
Seller.
4. Seller shall, during the term of this Agreement,
maintain in full force and effect insurance against property damage
and liability for personal injury.
B. As a material inducement for Purchaser to enter into
this Agreement and to proceed to Closing, Seller hereby makes the
following representations to Purchaser:
1 . Subject to Paragraph 11 (A), Seller is duly
organized and formed and is in good standing under the laws of the
State of Texas.
2. This Agreement and all of the documents executed
by Seller which are to be delivered at Closing are, and at the
Closing will be (i) duly authorized, executed and delivered by
Seller; (ii) the legal, valid and binding obligations of Seller; and
(iii) sufficient to convey title (if they purport to do so);
3. Seller is not a "foreign person" as that term is
used in Section 1445(b)(2) of the Internal Revenue Code of 1986, as
amended, and the related regulations. Seller agrees to execute and
deliver to Purchaser at Closing a valid certification of non-foreign
person status in the form of Exhibit B attached hereto and made a
part hereof, duly executed under penalty of perjury and in form and
substance which complies with the requirements of said regulations.
13. Risk of Loss.
Risk of Loss shall not pass to the Purchaser until such
time that the Deed of Conveyance is delivered unless the Property is
delivered to Purchaser prior to the Closing.
14. Study Period.
For the period commencing on the date of full execution
hereof and ending forty-five (45) calendar days thereafter at 5:OOPM
east coast time (the "Study Period"), Purchaser, at its sole cost and
expense, shall have reasonable access to the Property for the sole
purpose of determining whether the Property is suitable for
Purchaser's intended use, provided that (i) Purchaser repairs any
damage or loss to the Property caused in connection with any
inspections, tests, studies and analyses conducted by Purchaser or
its agents and (ii) Purchaser indemnifies and holds Seller harmless
for any loss or injury to persons in connection with such
inspections, tests, studies and analyses conducted by Purchaser or
its agents. Notwithstanding the foregoing, Purchaser shall advise
Seller in writing at least three (3) business days prior to
conducting any inspection, test, study or analysis of the Property
(or the contents thereof) in order to obtain Seller's written
consent, which shall not be unreasonably withheld. A representative
of Seller shall always be present at such time that Purchaser or its
agents are conducting any inspections, tests, studies or analyses
unless otherwise agreed to by Seller or Seller's agent (in writing.)
In the event that Purchaser determines that the Property is not
suitable for Purchaser's intended use, Purchaser may terminate this
Agreement by delivery of written notice thereof to Seller prior to
the expiration of the Study Period and thereupon the entire Deposit,
and any interest earned thereon, shall be returned to Purchaser and
the parties hereto shall have no further rights or obligations one to
the other. If such notice is not timely given, the Study Period shall
expire as though it never existed. This provision shall survive the
termination of this Agreement.
15. Acceptance of Agreement.
In the event this Agreement is not accepted by Purchaser on
or before the September 26, 2000, this Agreement shall be null, void
and without further effect and the parties hereto shall have no
further obligation to each other.
16. Purchaser's Representations.
Purchaser is duly organized and formed, and is validly
existing and registered and in good standing under the laws of the
State of Nevada and duly qualified to do business in the State of
Texas, and has all requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby.
Purchaser shall deliver a resolution of its board of directors at the
Closing authorizing the transactions set forth in this Agreement.
Purchaser hereby represents and warrants, with the understanding that
Seller is relying on such representations and warranties, that the
individuals executing this Agreement and the documents contemplated
hereby on behalf of Purchaser are authorized to do so on behalf of
Purchaser and upon such execution and execution by Seller, this
Agreement and such documents shall be binding and enforceable against
Purchaser in accordance with their terms.
17. Escrow Agent.
The Deposit and any interest earned thereon, shall be held
by the Escrow Agent, in escrow on the terms hereinafter set forth:
A. The Escrow Agent shall deposit the Deposit in an interest bearing
commercial bank account in the State of Texas.
B. The Escrow Agent shall not commingle the Deposit or any interest
earned thereon with any funds of the Agent.
C. If the Closing takes place as scheduled under this Agreement, the
Escrow Agent shall deliver the Deposit and any interest earned thereon
to, or upon the instruction of, Seller at the Closing.
D. If the Agreement is terminated in accordance with the terms
hereof, the Escrow Agent shall pay the Deposit and any interest earned
thereon to, or upon the instructions of, the party entitled thereto in
accordance with the provisions hereof.
E. if the Closing does not take place under this Agreement by reason
of the failure of either party to comply with its obligations
hereunder, the Escrow Agent shall pay the Deposit and any interest
thereon to the party entitled thereto in accordance with the
provisions of this Agreement, provided that the Escrow Agent shall not
pay the Deposit and interest earned thereon unless and until (a) it
sends notice by certified mail, return receipt requested or
overnight delivery, to the other party notifying them of their
intention to deliver the Deposit and any interest earned thereon and
(b) Escrow Agent does not receive notice from such other party or its
attorney, within five (5) calendar days after receipt of Escrow
Agent's notice, objecting to such delivery.
F. The Escrow Agent is acting as a stakeholder only with respect to
the Deposit and any interest earned thereon. If there is any dispute
as to whether the Escrow Agent is obligated to deliver the Deposit and
any interest earned thereon or as to whom said Deposit and any
interest earned thereon is to be delivered, the Escrow Agent shall not
make any delivery, but in such event the Escrow Agent shall hold the
same until receipt by the Escrow Agent of an authorization in
writing, signed by all the parties having interest in such dispute,
directing the disposition of same,or in the absence of such
authorization the Escrow Agent shall hold the Deposit and any interest
earned thereon until the final determination of the rights of the
parties in an appropriate proceeding. If such written authorization is
not given or proceedings for such determination are not begun
within thirty (30) calendar days of the Closing date and diligently
continued, the Escrow Agent may, but is not required to, bring an
appropriate action or proceeding for leave to deposit the Deposit and
any interest earned thereon in court pending such determination. The
Escrow Agent shall be reimbursed for all costs and reasonable
attorneys' fees and disbursements by the party determined not to be
entitled to the Deposit and any interest earned thereon. Upon making
the delivery of the Deposit and any interest earned thereon in the
manner herein provided, the Escrow Agent shall have no further
liability hereunder.
G. It is agreed that the duties of the Escrow Agent are only as
herein specifically provided, and are purely ministerial in nature,
and that the Escrow Agent shall incur no liability whatever except for
willful misconduct or gross negligence. Seller and Purchaser each
release the Escrow Agent from any act done or omitted to be done by
the Escrow Agent in good faith in the performance of its duties
hereunder.
H. Seller and Purchaser shall jointly and severally indemnify and
hold the Escrow Agent harmless from and against all costs, claims and
expenses, including reasonable attorneys' fee incurred in connection
with the performance of the Escrow Agent's duties hereunder, except
with respect to actions or omissions taken or suffered by the Escrow
Agent in bad faith, in willful disregard of this Agreement or
involving gross negligence on the part of the Escrow Agent. This
provision shall survive the termination of this Agreement and Closing.
I. The Escrow Agent has executed this Agreement solely to confirm
that the Escrow Agent is holding and will hold the Deposit and any
interest earned thereon in escrow, pursuant to the provisions hereof.
18. Merger.
The Closing of title and delivery of the Deed of Conveyance
shall constitute a waiver by the Purchaser of any and all covenants,
representations or warranties made by the Seller in this Agreement
unless such covenant in this Agreement shall specifically provide
that it survives Closing.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed on the dates set forth beneath their
respective signatures below.
Seller: Retired Persons Pharmacy of Texas, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
Purchaser:
21 st Century Technologies, Inc..
T
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: CEO
Escrow Agent:
Rattikin Title Co
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Senior VP
Exhibit A
THE PROPERTY
With Respect to ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Lot 27, Block 3, Oakridge, an Addition to the City of Fort Worth, now
in ▇▇▇▇▇▇ City, ▇▇▇▇▇▇▇ County, Texas, according to plat recorded in
the volume 1348, Page 30, Deeds Records of Tarrant County, Texas.
With Respect to ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
See property description attached.
All of ▇▇▇▇ ▇, ▇, ▇, ▇, ▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇ 3, OAKRIDGE, an
Addition to the City of Fort Worth, now in the City of
▇▇▇▇▇▇ City, Tarrant County, Texas, according to plat
recorded in Vol. 1348, Page 31, Deed Records,
Tarrant County, Texas; AND a tract out of the ▇▇▇▇▇▇ ▇▇▇▇▇
SURVEY, in Tarrant County, Texas, and being more
particularly described as follows: BEGINNING at an iron pin
set for corner at the intersection of the West
Line of Eden Ave. (a 50-foot ROW) with the Southwest line
of ▇▇▇▇▇'▇ ▇▇▇▇ (a 50-foot ROW) , being the Northeast
corner of ▇▇▇ ▇▇, ▇▇▇▇▇ ▇ of said Oakridge Addition;
THENCE S. 0 del. 12 min. E., 115.42 feet along the West
line of Eden Ave. and the East line Of said ▇▇▇▇ ▇▇ ▇▇▇ ▇▇
▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Addition, to an iron pin set for
corner, the Southeast corner of said Lot 28;
THENCE S. 89 deg. 51 min. W., 197.94 feet along the South
line of said Lot 28 and the North line of Lot 27, to an
iron pin found for corner, the Northeast corner of said Lot
4;
THENCE S. 80 feet along the East line of Lot 4 and the West
line of Lot 27, to an iron pin set for corner,. the
Southeast corner of Lot 4; THENCE S. 89,deg. 40 min. W. ,
205.0 feet along the South line of Lot 4 to a pipe set
in concrete f or corner in the East line of ▇▇▇▇▇▇ Road (a
55 foot ROW), the Southwest corner of Lot 4;
THENCE North 393.60 feet along the East line of ▇▇▇▇▇▇ Road
to an "X" cut in concrete for corner At the point of
intersection of the East line of ▇▇▇▇▇▇ Road with the
Southeast ROW line of East ▇▇▇▇▇▇▇ Street (a varying ROW);
THENCE N. 60. deg. 00 min E., 17.80 feet along said
Southeast line of East ▇▇▇▇▇▇▇ Street to an "X" cut in
concrete for corner at the point of intersection of said
Southeast line of East ▇▇▇▇▇▇▇ St. with the Southwest line
of ▇▇▇▇▇'▇ ▇▇▇▇;
THENCE S. 62 deg. 0 3 min. E. . 438.17 feet along the
Southwest line of ▇▇▇▇▇'▇ ▇▇▇▇ to the place of beginning;
and containing approximately 106,000.90 sq. ft., or
approximately 2.433 acres of land.