Purchase and Sale Agreement Template - Foley & Lardner Llp

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ACQUISITION FORM: VERSION 1.0
PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
_______________________________________,
A ______________________________
“SELLER”
________________________________________,
A _______________________________
“BUYER”
________________ GOLF CLUB
SDCA_1384546.1
Foley & Lardner LLP
ACQUISITION FORM: VERSION 1.0
PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
_______________________________________,
A ______________________________
“SELLER”
________________________________________,
A _______________________________
“BUYER”
________________ GOLF CLUB
SDCA_1384546.1
Foley & Lardner LLP
ACQUISITION FORM: VERSION 1.0
TABLE OF CONTENTS
Article
Page
1 CERTAIN DEFINITIONS ............................................................................................. 1
2 PURCHASE, PURCHASE PRICE AND PAYMENT .................................................. 5
3 ESCROW ........................................................................................................................ 7
4 INVESTIGATION PERIOD; VOLUNTARY TERMINATION; TITLE ..................... 8
5 SELLER’S COVENANTS ............................................................................................. 11
6 SELLER’S DELIVERIES .............................................................................................. 13
7 BUYER’S DELIVERIES ............................................................................................... 14
8 CONDITIONS TO CLOSING, CLOSING; AND TERMINATION UPON DEFAULT
................................................................................................................................................15
9 REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER ...............19
10 REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER ............... 27
11 COSTS, EXPENSES AND PRORATIONS ................................................................. 27
12 ACTIONS TO BE TAKEN AT THE CLOSING .......................................................... 29
13 ADDITIONAL OBLIGATIONS OF SELLER ............................................................. 30
14 INDEMNIFICATION .................................................................................................... 31
15 RESERVED ................................................................................................................... 32
16 BROKERS ..................................................................................................................... 32
17 MISCELLANEOUS ...................................................................................................... 32
EXHIBITS
A
Legal Description of the Land
B
Seller’s Deed
C
Bill of Sale
D
Escrow Agent’s General Provisions
E
Assignment of Trade Names and Trademarks
F
Assignment and Assumption of Contracts
G
Assignment of Permits, Intangibles and Entitlements
H
Certificate of Non-Foreign Status
I
List of Due Diligence Materials
J
Assignment and Assumption of Membership Program, Memberships and Membership
Agreements
K
Assignment of Water Rights [and Water Contracts]
L
[Alternative: Interim Food & Beverage Management Agreement]
SCHEDULES
2.1.2 Personal Property
2.1.4 Permits
2.1.5 Intangibles
2.1.6 Entitlements
2.1.7 Trade Names and Trademarks
SDCA_1384546.1
Foley & Lardner LLP
i
ACQUISITION FORM: VERSION 1.0
9.9
Insurance
9.10
Memberships
9.11
Gratuities
9.17
Employee List
9.17.3 Employee Benefit Plans
9.19
TBSE
11.2
Prorations
SDCA_1384546.1
Foley & Lardner LLP
ii
FINAL
PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
TO:
_______________________ (“Escrow Agent”)
_______________________
_______________________
Escrow No. _____________ (“Escrow”)
Escrow/Title Officer: _________
Tel: (___) _______________
Fax: (___) _______________
THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
(“Agreement”) is made and dated for reference purposes as of the ___ day of __________ 20___
(the “Effective Date”), by and between _________________, a _____________ (“Seller”), and
_________________, a ____________, or its assignee (“Buyer”), each of whom shall sometimes
separately be referred to herein as a “Party” and both of whom shall sometimes collectively be
referred to herein as the “Parties,” and constitutes: (a) a binding purchase and sale agreement
between Seller and Buyer; and (b) escrow instructions to Escrow Agent whose consent appears
at the end of this Agreement.
FOR VALUABLE CONSIDERATION RECEIVED, the Parties mutually agree as
follows:
ARTICLE 1
CERTAIN DEFINITIONS
In addition to those terms defined elsewhere in this Agreement, the following terms have
the meanings set forth below:
“ALTA Survey” shall have the meaning given such term in Section 4.1.2 hereof.
“Agreement” shall mean this Purchase and Sale Agreement and Escrow Instructions
dated as of the ___ day of __________, 20__, by and between Seller and Buyer, together with all
Exhibits and Schedules attached hereto.
“Asserted Liability” shall have the meaning given to such term in Section 13.2.1 hereof.
“Assignment and Assumption of Contracts” means the Assignment of Contracts, in the
form of Exhibit ”F” attached hereto and incorporated herein by reference.
“Assignment and Assumption of Membership Program, Memberships and Membership
Agreements” means the Assignment and Assumption of Membership Program, Memberships
and Memberships Agreements, in the form of Exhibit ”J” attached hereto and incorporated
herein by reference.
SDCA_1384546.1
“Assignment of Trade Names and Trademarks” means the Assignment and License of
Trade Names and Trademarks, in the form of Exhibit “E” attached hereto and incorporated
herein by reference.
“Assignment of Permits, Intangibles and Entitlements” means the Assignment of Permits,
Intangibles and Entitlements, in the form of Exhibit “G” attached hereto and incorporated herein
by reference.
“Assignment of Water Rights [and Water Contracts]” means the Assignment of Water
Rights [and Water Contracts], in the form of Exhibit “K” attached hereto and incorporated herein
by reference.
“Assumed Contracts” shall have the meaning given to such term in Section 2.1.3 hereof.
“Bill of Sale” means the Bill of Sale, in the form of Exhibit “C” attached hereto and
incorporated herein by reference.
“Books and Records” shall have the meaning given to such term in Section 2.1.8 hereof.
“Buildings” means the Clubhouse, the Cart Barn and the Maintenance Facility.
“Business Day” means any day other than a Saturday, Sunday or any United States
federal legal holiday.
“Buyer” means _________________, a ______________, or its permitted assignee.
“Buyer’s Affiliate” shall have the meaning given to such term in Section 15.1 hereof.
“Buyer’s Broker” means __________________________.
“Buyer’s Broker’s Commission” shall have the meaning given to such term in Section
14.1 hereof.
“Buyer’s Election Not to Terminate” shall have the meaning given to such term in
Section 4.3 hereof.
“Buyer’s Election to Terminate” shall have the meaning given to such term in Section 4.2
hereof.
“Buyer’s Exchange” shall have the meaning given to such term in Section 15.13 hereof.
“Buyer Indemnified Parties” shall have the meaning given to such term in Section 9.17.1
hereof.
“Calendar Day” means any day of the week including a Business Day.
“Cart Barn” means the cart barn and related improvements located on the Land.
2
SDCA_1384546.1

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