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EXHIBIT 10.4
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("AGREEMENT") is entered into as of
the Effective Date (as hereinafter defined) between BABEL, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
PARTNERSHIP, a Texas general partnership ("SELLER") and ITEQ, INC., a Delaware
corporation ("PURCHASER").
W I T N E S S E T H:
In consideration of the mutual covenants set forth herein and in
consideration of the ▇▇▇▇▇▇▇ money deposit herein called for, the receipt and
sufficiency of which are hereby acknowledged by Seller, the parties hereto
hereby agree as follows:
Section 1. Sale and Purchase. Seller shall sell, convey, and
assign to Purchaser, and Purchaser shall purchase and accept from Seller, for
the Purchase Price (hereinafter defined) and on and subject to the terms and
conditions herein set forth, the following:
a. the tracts or parcels of land situated in Jefferson
County, Texas described in EXHIBIT A hereto together with all rights
and interests appurtenant thereto, including all of Seller's right,
title, and interest in and to adjacent streets, alleys, rights-of-way,
and any adjacent strips or gores of real estate (the "LAND"); all
fixtures and improvements located on the Land (the "IMPROVEMENTS");
and all rights, titles, and interests appurtenant to the Land and
Improvements;
b. all (i) contracts or agreements, such as maintenance,
service, or utility contracts (the, "PROPERTY AGREEMENTS"), to the
extent Purchaser elects to take assignment thereof, (ii) warranties,
guaranties, indemnities and claims, (iii) licenses, permits or similar
documents, (iv) telephone exchanges, trade names, marks and other
identifying material, (v) plans, drawings, specifications, surveys,
engineering reports and other technical information, (vi) insurance
contracts or policies, to the extent Purchaser elects to take
assignment thereof, and (vii) other property (real, personal, or
mixed), owned or held by Seller that relates, in any way, to the
design, construction, ownership, use, leasing, maintenance, service or
operation of the Land or Improvements.
The above listed items are herein collectively called the "PROPERTY". All of
the Property shall be conveyed, assigned, and transferred to Purchaser at
Closing (hereinafter defined) free and clear of all liens, claims, easements,
and encumbrances whatsoever except for the Permitted Encumbrances (hereinafter
defined).
Section 2. Purchase Price. The price for which Seller shall
sell and convey the Property to Purchaser, and which Purchaser shall pay to
Seller, is [$10,364,958, less amount allocated to purchase price under stock
purchase agreement] Dollars ($1,500,000) ("PURCHASE PRICE"). The Purchase
Price shall be payable in cash or cash equivalent at the Closing (hereinafter
defined).
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Section 3. ▇▇▇▇▇▇▇ Money. Within five (5) business days after
the execution hereof, Purchaser shall deliver to ▇▇▇▇▇▇▇ Title Company, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attn: ____________________ ("TITLE
COMPANY") a check in the amount of $100.00 which the Title Company shall
immediately deposit for collection. As used in this Agreement, the term
"▇▇▇▇▇▇▇ MONEY" shall mean the amount so deposited by Purchaser, together with
all interest earned thereon while in the custody of Title Company. The
"EFFECTIVE DATE" of this Agreement shall be the date the ▇▇▇▇▇▇▇ Money and a
fully executed copy of this Agreement is delivered to the Title Company and
such delivery is acknowledged by the Title Company.
Section 4. Independent Consideration. Contemporaneously with
the delivery of the ▇▇▇▇▇▇▇ Money, Purchaser shall deliver to Seller and Seller
hereby acknowledges the receipt of, a check in the amount of FIFTY AND NO/100
DOLLARS ($50.00) ("INDEPENDENT CONSIDERATION"), which amount the parties
bargained for and agreed to as consideration for the Seller's grant to
Purchaser of Purchaser's exclusive right to purchase the Property pursuant to
the terms hereof and for Seller's execution, delivery and performance of this
Agreement. This Independent Consideration is in addition to and independent of
any other consideration or payment provided in this Agreement, is nonrefundable
under any circumstances, and shall be retained by Seller notwithstanding any
other provisions of this Agreement.
Section 5. Delivery of Information by Seller.
a. Within THIRTY (30) DAYS after the Effective Date,
Seller, at its sole cost and expense, shall deliver or cause to be
delivered to Purchaser the following:
i. commitment for Title Insurance ("TITLE
COMMITMENT") from the Title Company setting forth the status
of the title of the Land and Improvements and showing all
liens, claims, encumbrances, easements, rights-of-way,
encroachments, reservations, restrictions, and all other
matters of record affecting the Land or Improvements; and
ii. a true, complete, and legible copy of all
documents referred to in the Title Commitment ("TITLE
COMMITMENT DOCUMENTS").
b. Within thirty (30) days after the Effective Date of
this Agreement, Seller, at the equally shared cost and expense of
Seller and Purchaser, shall deliver to Purchaser a survey ("SURVEY")
consisting of a plat and field notes prepared by a licensed surveyor
acceptable to Purchaser and Title Company, which Survey shall (i)
reflect the actual dimensions of, and area within, the Land, the
location of any easements, setback lines, encroachments, or overlaps
thereon or thereover, and the outside boundary lines of all
Improvements, (ii) identify by recording reference all easements, set
back lines, and other matters referred to in the Title Commitment,
(iii) include the surveyor's registered number and seal, the date of
the Survey, and a certificate satisfactory to Purchaser, (iv) reflect
that there is access to and from the Land from a publicly dedicated
street or road, (v) be sufficient to cause the Title Company to delete
(except for "shortages in area") the printed exception
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for "discrepancies, conflicts or shortages in area or boundary lines,
or encroachments, or any overlapping of improvements" in the Owner's
Title Policy to be delivered pursuant to Section 9 hereof, (vi)
reflect any area within the Land that has been designated by the
Federal Insurance Administration, the Army Corps of Engineers, or
any other governmental agency or body as being subject to special or
increased flooding hazards, and (vii) in general, comply with the
requirements of the Texas Surveyor's Association for a Category 1A
Condition II. For purposes of the property description to be included
in the general warranty deed to be delivered pursuant to Section 9
hereof, the field notes prepared by the surveyor shall control any
conflicts or inconsistencies with EXHIBIT A hereto, and such field
notes shall be incorporated herein by this reference upon their
completion and approval by Purchaser.
c. Within thirty (30) days after the Effective Date of
this Agreement, Seller, at its sole cost and expense, shall deliver to
Purchaser current searches of all Uniform Commercial Code financing
statements filed with the Office of the Secretary of State of Texas
and the County Clerk of Jefferson County, Texas against Seller and
Seller's predecessors in title reflecting all effective financing
statements then of record relating to the Property or any part
thereof.
d. Within thirty (30) days after the Effective Date of
this Agreement, Seller, at its sole cost and expense, shall deliver to
Purchaser (i) legible copies of all Property Agreements; (ii) copies
of all engineering and technical reports in the possession of Seller
or its representatives that concern the Land or Improvements,
including oils testing reports and reports of environmental or
hazardous waste inspections or surveys; (iii) copies of all plans and
specifications that describe or relate to the Improvements; and (iv)
profit and loss statements reflecting the results of operation of the
Property for the preceding year. The documents described in this
Section 5(d) are herein collectively called the "DOCUMENTS", and the
information contained in the Documents is herein collectively called
the "INFORMATION".
Section 6. Right of Inspection; Contingency Period.
a. From the Effective Date to the Closing Date, Seller
shall afford Purchaser and its representatives a continuing right to
inspect, at reasonable hours, the Property, and all books, records,
contracts, and other documents or data pertaining to the ownership,
operation, or maintenance of the Property; provided, however, that in
conducting its inspection Purchaser shall not unreasonably interfere
with the business and operations of the Seller.
b. If for any reason Purchaser, in its sole and absolute
discretion, is not satisfied with the physical condition of the
Improvements, or any matter in the Documents, or any part of the
Information, or is otherwise not satisfied with the Property, then
Purchaser shall have the right to terminate this Agreement in
accordance with Section 12(b) hereof by delivering to Seller a notice
of termination at any time within 30 days after receipt by Purchaser
of the Title Commitment, Title Commitment Documents and Survey. If
Purchaser does not so
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terminate this Agreement prior to the expiration of the Contingency
Period, Purchaser shall have waived its right to terminate this
Agreement under this Section 6.
Section 7. Title. Purchaser shall have the right, at any time
during the Contingency Period, to object in writing to any liens and
encumbrances reflected by the Title Commitment or Survey. All liens and
encumbrances to which Purchaser so objects are hereinafter referred to as the
"NON-PERMITTED ENCUMBRANCES"; if no such notice of objection is given during
the Contingency Period, then it shall be deemed that all matters reflected by
the Survey and Title Commitment are "PERMITTED ENCUMBRANCES". Seller shall use
reasonable efforts, at its sole cost, to cure or remove all Non-Permitted
Encumbrances and give Purchaser written notice thereof before the end of the
Contingency Period; provided, however, that Seller, at its sole cost, shall be
obligated to cure or remove at or before Closing all mortgages, deeds of trust,
judgment liens, mechanics and materialmen's liens, and other liens against the
Property, whether or not Purchaser objects thereto during the Contingency
Period. Further, Seller shall cause any leases relating to the Land and
Improvements to be terminated on or before Closing. If Seller does not timely
cause all of the Non-Permitted Encumbrances to be removed or cured, and timely
written notice thereof to be given to Purchaser, then Purchaser shall have the
right to either (i) terminate this Agreement in accordance with Section 12(b)
hereof by delivering notice to Seller, or (ii) attempt to remove or cure the
Non-Permitted Encumbrances and deduct the cost of such removal or cure from the
Purchase Price, or (iii) elect to purchase the Property subject to the
Non-Permitted Encumbrances, other than liens that Seller is obligated to cure
or remove, and the Non-Permitted Encumbrances (other than liens that Seller is
obligated to cure or remove) subject to which Purchaser elects to purchase the
Property shall thereafter be Permitted Encumbrances.
Section 8. Seller's Representations, Warranties, and Covenants.
Seller hereby represents and warrants to, and covenants with, Purchaser that:
a. Seller has full right, power, and authority to
execute and deliver this Agreement and to consummate the purchase and
sale transactions provided for herein without obtaining any further
consents or approvals from, or the taking of any other actions with
respect to, any third parties. This Agreement, when executed and
delivered by Seller and Purchaser, will constitute the valid and
binding agreement of Seller, enforceable against Seller in accordance
with its terms.
b. Seller has good, marketable and indefeasible title in
fee simple to the Land and Improvements, free and clear of all liens
(except those liens that will be released at or before Closing), and
no party, except as herein set forth, has or shall have on the Closing
Date any rights in, or to acquire, the Property.
c. The Land is not located within an area that has been
designated by the Federal Insurance Administration, the Army Corps of
Engineers, or any other governmental agency or body as being subject
to special flooding hazards.
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d. The Improvements (i) have been constructed in a good
and workmanlike manner, free from defects in workmanship and material
and, to the best of Seller's knowledge, do not require any repair or
replacement other than minor, routine maintenance not aggregating in
excess of $100,000; and (ii) have been constructed and are being
occupied, maintained, and operated in compliance with all applicable
laws, regulations, insurance requirements, contracts, leases, permits,
licenses, ordinances, restrictions, building setback lines, covenants,
reservations, and easements, and Seller has received no notice,
written or oral, claiming any violation of any of the same or
requesting or requiring the performance of any repairs, alterations,
or other work in order to so comply.
e. The copies of all Documents, Title Commitment
Documents, and other documents delivered by or on behalf of Seller to
Purchaser pursuant to this Agreement shall be true and complete in all
material respects and, to the best of Seller's knowledge and belief,
the information shall be true and complete in all material respects.
f. There are no actions, suits, claims, assessments, or
proceedings pending or, to the knowledge of Seller, threatened that
could materially adversely affect the ownership, operation, or
maintenance of the Property or Seller's ability to perform hereunder.
g. All bills and other payments due with respect to the
ownership, operation, and maintenance of the Property have been paid
or to be paid prior to Closing in the ordinary course of business.
h. From the Effective Date until the Closing Date,
Seller shall: (i) maintain and operate the Property in a good and
businesslike manner in accordance with good and prudent business
practices; (ii) continue all Property Agreements, and insurance
policies or contracts relative to the Property in full force and
effect and neither cancel, amend, nor renew any of the same without
Purchaser's prior written consent; (iii) not commit or permit to be
committed any waste to the Property; and (iv) not, without the prior
written consent of Purchaser, enter into any agreement or instrument
or take any action that would encumber the Property after Closing,
that would bind Purchaser or the Property after Closing, or that would
be outside the normal scope of maintaining and operating the Property.
i. There are no labor disputes, organizational
campaigns, or union contracts existing or under negotiation with
respect to the Property or the operation thereof. There are no
employees engaged in the operation or maintenance of the Property for
whom Purchaser will be responsible after Closing.
j. Attached hereto as EXHIBIT B is a complete and
correct list of all Property Agreements setting forth the identity of
the parties thereto, the date of such agreement, the consideration
payable thereunder, the services to be rendered thereunder, and the
expiration date thereof. Except as otherwise expressly indicated on
EXHIBIT B, all of the Property Agreements are cancelable on thirty
(30) or fewer days notice, without payment of any cancellation
consideration.
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k. All financial statements, reports and other data,
including but not limited to information concerning gross rental
income, operating expenses, debt service, and cash flow statements
heretofore furnished by Seller to Purchaser relative to the Property
are true and correct in all material respects and fully and
accurately present the financial condition, the financial results, or
other subject matter thereof as of the dates thereof. All such
statements, reports, information, and other data hereafter furnished
by Seller to Purchaser shall be true and correct in all material
respects and shall fully and accurately present the financial
condition, the financial results, or other subject matter thereof as
of the dates thereof.
l. During the period that Seller has owned the Property,
the Property has not been the site of any activity that would violate
any past or present environmental law or regulation of any
governmental body or agency having jurisdiction over the Property.
Specifically, but without limitation, (i) solid waste, petroleum, or
petroleum products have not been handled on the Property such that
they may have leaked or spilled onto the Property or contaminated the
Property, (ii) there is no on-site contamination resulting from
activities on the Property or adjacent tracts, and (iii) the Property
contains no "hazardous materials" which shall mean any flammables,
explosives, radioactive materials, asbestos, or other hazardous waste
including without limitation substances defined as "hazardous
substances", "hazardous materials", or "toxic substances" in the
Comprehensive Environmental Response, Compensation and Liability Act
of 1980; the Hazardous Materials Transportation Act; and the Resources
Conversation and Recovery Act, all as amended.
m. The current zoning classification of the Property is
LI (Light Industrial); the Improvements have been constructed and are
being occupied and maintained in compliance therewith; and there are
no proceedings pending or contemplated to alter such zoning
classification.
If (i) any of Seller's representations and warranties set forth in this Section
8 are untrue in any material respect, or (ii) at any time at or before Closing
there is any material change with respect to the matters represented and
warranted by Seller pursuant to this Section 8, then Seller shall give
Purchaser prompt written notice thereof, and Purchaser shall have the right to
terminate this Agreement in accordance with Section 12(b) hereof by delivering
notice to Seller at any time at or before the Closing. All of Seller's
representations and warranties shall survive the Closing.
Section 9. Closing. The closing ("CLOSING") of the sale of the
Property by Seller to Purchaser shall occur on or before June 30, 1997
("CLOSING DATE"). Time is of the essence with regard to the Closing Date. The
Closing shall occur in the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., ▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ commencing at 10:00 AM on the Closing Date.
At the Closing the following, which are mutually concurrent conditions, shall
occur:
a. Purchaser, at its sole cost and expense, shall
deliver or cause to be delivered to Seller the following:
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i. Cashier's check, or the check of the Title
Company, made payable to the order of Seller, or immediately
available cash funds, in the amount of the Purchase Price as
specified in Section 2 hereof, adjusted in accordance with
Section 9(c) hereof; and
ii. Evidence satisfactory to Seller and Title
Company that the person executing the Closing documents on
behalf of Purchaser has full right, power, and authority to do
so.
b. Seller, at its sole cost and expense, shall deliver
or cause to be delivered to Purchaser the following:
i. Special Warranty Deed in the form of EXHIBIT
C hereto, fully executed and acknowledged by Seller, conveying
to Purchaser the Land and Improvements, subject only to the
Permitted Encumbrances;
ii. Owner's Policy of Title Insurance in the
amount of the Purchase Price issued by Title Company (with
such reinsurance as Purchaser may require), insuring that
Purchaser is the owner of the Land and Improvements subject
only to the Permitted Encumbrances and the standard printed
exceptions included in a Texas standard form owner's policy of
title insurance; provided, however, that (A) the standard
exception for discrepancies, conflicts, or shortages in area
shall be deleted except for "shortages in area"; (B) such
policy shall have "None of Record" endorsed regarding
restrictions except for restrictions that are Permitted
Encumbrances; (C) the rights of parties in possession shall be
limited only to those holding under written leases; and (D)
the standard exception for taxes shall be limited to the year
in which the Closing occurs, marked "not yet due and payable",
and subsequent years and subsequent assessments for prior
years due to change in land usage or ownership;
iii. Current certificate issued by company
acceptable to Purchaser reflecting that since the date of the
searches furnished pursuant to Section 5(c) hereof no Uniform
Commercial Code filings, chattel mortgages, assignments,
pledges, or other encumbrances have been filed in the offices
of the Secretary of State of the State of Texas or the County
Clerk of Jefferson County with reference to the Property;
iv. Certificates issued by the applicable taxing
authorities, pursuant to Section 31.08 of the Texas Tax Code,
stating that no delinquent taxes, penalties and interest are
due and payable on the Property;
v. Evidence satisfactory to Purchaser and the
Title Company that the persons executing and delivering the
Closing documents on behalf of Seller have full right, power
and authority to do so;
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vi. Certificate executed by Seller stating that,
as of the Closing Date, each of Seller's representations and
warranties set forth in Section 8 hereof is true and correct;
vii. Certificate meeting the requirements of
Section 1445 of the Internal Revenue Code of 1986, as amended,
executed and sworn to by Seller; and
viii. Such other instruments as are customarily
executed in Texas to effectuate the conveyance of property
similar to the Property, with the effect that, after the
Closing, Purchaser will have succeeded to all of the rights,
titles, and interests of Seller related to the Property and
Seller will no longer have any rights, titles, or interests in
and to the Property.
c. All normal and customarily proratable items,
including without limitation real estate and personal property taxes,
utility bills, rents, interest, and Property Agreement payments shall
be prorated as of the Closing Date, Seller being charged and credited
for all of same up to such date and Purchaser being charged and
credited for all of same on and after such date. If the actual amounts
to be prorated are not known as of the Closing Date, the prorations
shall be made on the basis of the best evidence then available, and
thereafter, when actual figures are received, a cash settlement will
be made between Seller and Purchaser. The provisions of this Section
9(c) shall survive the Closing.
d. Seller shall pay all costs and liabilities relating
to the Property that arise out of or are attributable to the period
prior to the Closing Date, and shall indemnify and hold harmless
Purchaser from such costs and liabilities and from all reasonable
attorneys' fees expended by Purchaser in connection therewith. Seller
shall have the right to receive all proceeds relating to the Property
that are properly allocable to the period before the Closing Date, and
Purchaser shall have the right to receive all proceeds relating to the
Property that are properly allocable to the period from and after the
Closing Date. Purchaser shall pay all costs and liabilities relating
to the Property that arise out of or are attributable to the period
from and after the Closing Date, except such costs and liabilities
that arise out of or result from a breach by Seller of its
representations and warranties set forth in Section 8 hereof, and
Purchaser shall indemnify and hold harmless Seller from such costs and
liabilities and from all reasonable attorneys' fees expended by Seller
in connection therewith. This Section 9(d) shall survive the Closing.
e. Upon completion of the Closing, Seller shall deliver
to Purchaser possession of the Property free and clear of all
tenancies of every kind and parties in possession, with all parts of
the Property (including without limitation the Improvements) in the
same condition as on the date hereof, normal wear only excepted.
Section 10. Commissions. Seller shall defend, indemnify, and
hold harmless Purchaser, and Purchaser shall defend, indemnify, and hold
harmless Seller, from and against all claims by third parties for brokerage,
commission, finders, or other fees relative to this Agreement or the sale of
the
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Property, and all court costs, attorneys' fees, and other costs or expenses
arising therefrom, and alleged to be due by authorization of the indemnifying
party.
Section 11. Destruction, Damage or Taking Before Closing. If,
before Closing, all or any part of the Land or Improvements are destroyed or
damaged, or become subject to condemnation or eminent domain proceedings, then
Seller shall promptly notify Purchaser thereof. Purchaser shall have the right
to elect to proceed with the Closing (subject to the other provisions of this
Agreement) by delivering notice thereof to Seller within five (5) business days
of receipt of Seller's notice respecting the damage, destruction, or taking,
but Purchaser shall be entitled to all insurance proceeds or condemnation
awards payable as a result of such damage or taking and, to the extent the same
may be necessary or appropriate, Seller shall assign to Purchaser at Closing
Seller's rights to such proceeds or awards. If, within five (5) business days
of receipt of Seller's notice respecting the damage, destruction, or taking,
Purchaser notifies Seller of its intent to terminate this Agreement, or if
Purchaser gives no notice within such period, then Purchaser shall be deemed to
have terminated this Agreement pursuant to Section 12(b) hereof.
Section 12. Termination and Remedies.
a. If Purchaser fails to consummate the purchase of the
Property pursuant to this Agreement for any reason other than
termination hereof pursuant to a right granted to Purchaser in
Sections 6, 7, 8, 11 and 13 hereof, then Seller, shall have the right
to terminate this Agreement by notifying Purchaser thereof, in which
event Title Company shall deliver the ▇▇▇▇▇▇▇ Money to Seller, and
Seller shall have all rights and remedies available under applicable
law.
b. If Purchaser terminates this Agreement pursuant to
Section 6, 7, 8, 11 or 13 hereof, then Title Company shall return the
▇▇▇▇▇▇▇ Money to Purchaser, whereupon neither party hereto shall have
any further rights or obligations hereunder.
c. If Seller fails to consummate the sale of the
Property pursuant to this Agreement for any reason other than
termination hereof pursuant to Section 13, Purchaser's failure to
perform its obligations hereunder or termination hereof by Purchaser
in accordance with Section 12(b), then Purchaser shall have all rights
and remedies available under applicable law, and Title Company shall
return the ▇▇▇▇▇▇▇ Money to Purchaser.
Section 13. Conditions to Closing. This Agreement is expressly
conditioned upon the consummation of a Stock Purchase Agreement dated April 24,
1997 between the stockholders of Exell, Inc., a Texas corporation and Purchaser
(the "EXELL AGREEMENT"). In the event the Exell Agreement is not consummated
for any reason, Seller shall have no further obligation to sell and Purchaser
shall have no further obligation to purchase the Property and this Agreement
shall be automatically terminated and of no further force and effect.
Section 14. Notices. All notices provided or permitted to be
given under this Agreement must be in writing and may be served by depositing
same in the United States mail, addressed to the
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party to be notified, postage prepaid and registered or certified with return
receipt requested; by delivering the same in person to such party; transmitted
by Federal Express or a similar generally recognized overnight carrier
generally providing proof of delivery; by prepaid telegram or telex; or by
facsimile copy transmission. Notice given in accordance herewith shall be
effective upon receipt at the address of the addressee. For purposes of notice,
the addresses of the parties shall be as follows:
If to Seller, to: Babel, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
If to Purchaser, to: ITEQ, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
Either party hereto may change its address for notice by giving three (3) days
prior written notice thereof to the other party.
Section 15. Assigns; Beneficiaries. This Agreement shall inure
to the benefit of and be binding on the parties hereto and their respective
heirs, legal representatives and successors; provided, this Agreement is not
assignable by either party, except Purchaser may assign this Agreement to any
of its subsidiaries or affiliates. This Agreement is for the sole benefit of
Seller and Purchaser, and no third party is intended to be a beneficiary of
this Agreement.
Section 16. Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Texas.
Section 17. Entire Agreement. This Agreement is the entire
agreement between Seller and Purchaser concerning the sale of the Property, and
no modification hereof or subsequent agreement relative to the subject matter
hereof shall be binding on either party unless reduced to writing and signed by
the party to be bound. Exhibits A through C, inclusive, attached hereto, are
incorporated herein by this reference for all purposes.
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IN WITNESS WHEREOF, Purchaser and Seller have executed this Agreement
as of the date first set forth above.
SELLER:
BABEL, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ PARTNERSHIP
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇
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Title: General Partner
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PURCHASER:
ITEQ, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Title: EVP & CFO
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Schedule of Exhibits
A - Description of Land
B - List of Property Agreements
C - Form of Special Warranty Deed
JOINDER BY TITLE COMPANY
The undersigned, ▇▇▇▇▇▇▇ TITLE COMPANY, referred to in this Agreement
as the "TITLE COMPANY," hereby acknowledges that it received this Agreement
executed by Seller and Purchaser on the 13th day of May, 1997, and accepts the
obligations of the Title Company as set forth herein. The undersigned further
acknowledges that it received the ▇▇▇▇▇▇▇ Money on the 14th day of May, 1997.
The Title Company hereby agrees to hold the ▇▇▇▇▇▇▇ Money as directed in this
Agreement, and to distribute the ▇▇▇▇▇▇▇ Money in accordance with the terms and
provisions of this Agreement.
▇▇▇▇▇▇▇ TITLE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Escrow Officer
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Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Fax (▇▇▇) ▇▇▇-▇▇▇▇