|
|
|
|
Document Preview Purchase and Sale Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Purchase and Sale Agreement |
|||
|
Entities: |
General Electric Co.; Northwest Pipe Co.; Schnitzer Steel Industries Inc. |
|||
|
Date: |
2005 |
|||
|
Size: |
Preview shows 15KB of 364KB total |
|||
|
Price: |
$77 |
|||
|
ID: |
#1056950 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
PURCHASE AND SALE AGREEMENT
|
EFFECTIVE DATE: |
May 4, 2005 |
|
|
BETWEEN: |
Schnitzer Investment Corp., an Oregon corporation |
( Seller ) |
|
AND: |
Schnitzer Steel Industries, Inc., an Oregon corporation |
( Buyer ) |
Recitals:
A. Seller owns (i) the real property located in the City of Portland, Multnomah County, Oregon legally described on the attached Exhibit A, (ii) all appurtenances related thereto (including easements described on the attached Exhibit A), (iii) the buildings located thereon, (iv) all personal property, if any, of Seller used in the management and operation of the real property, and (v) any transferable government licenses and permits of Seller to the extent pertaining to the real property (the Property ).
B. Buyer leases substantially all of the Property pursuant to that certain SSI International Terminals Lease Agreement dated September 1, 1988, as amended by an Amendment to Lease dated July 2, 1990, a Second Amendment to Lease dated October 28, 1994, a Third Amendment to Lease dated February, 1998, a Fourth Amendment to Lease dated July 1, 1998, a Fifth Amendment to Lease dated July 9, 2001, and a Sixth Amendment to SSI International Terminals Lease Agreement dated August 7, 2003 (collectively, the SSI Lease ).
C. Seller desires to sell the Property to Buyer and Buyer desires to acquire the Property on the terms and conditions contained herein.
Agreements:
NOW, THEREFORE, in consideration of the mutual promises of the parties set forth below, Seller and Buyer agree as follows:
|
SECTION 1 |
PURCHASE AND SALE |
Seller agrees to sell the Property to Buyer and Buyer agrees to purchase the Property from Seller, all on the terms and conditions set forth in this Purchase and Sale Agreement (the Agreement ). This Agreement shall be effective (the Effective Date ) as of the date first written above.
|
SECTION 2 |
PURCHASE PRICE, PAYMENT | ||
|
|
2.1 |
Purchase Price |
|
Buyer agrees to pay as the purchase price for the Property the sum of Twenty Million Dollars ($20,000,000.00) (the Purchase Price ), subject to any adjustments and credits set forth in this Agreement.
|
2.2 |
Payment of Purchase Price |
The Purchase Price shall be paid as follows:
2.2.1Three (3) business days after mutual execution of this Agreement, Buyer shall deliver to Chicago Title Insurance Company, 888 SW Fifth Avenue, Suite 930, Portland, OR 97204, Attention Malcom Newkirk (the Title Company ) an earnest money deposit (the Deposit ) of Two Hundred Fifty Thousand Dollars ($250,000.00) in the form of cash to be held in escrow by the Title Company.
|
1 |
2.2.2On the Closing Date, Buyer shall pay Seller cash in the amount of the Purchase Price (and Buyer shall receive a credit in the amount of the Deposit and all interest earned thereon).
|
SECTION 3 |
CONDITIONS |
| |
|
|
3.1 |
Buyer Accepts the Condition of the Property | |
3.1.1Buyer acknowledges that Buyer has been in possession of substantially all of the Property for many years and is familiar with the condition of the Property, including, without limitation, matters related to zoning, soils, wetlands, engineering, and environmental issues and the physical condition of all improvements on the Property. Therefore, Buyer is buying the Property without any contingency related to the condition of the Property.
3.1.2Notwithstanding Buyer s acquisition of the Property without any contingency related to the condition of the Property, Seller shall make available to Buyer at the offices of Seller all information regarding the Property that, to Seller s knowledge (as defined below), is in Seller s possession or control; provided, however, except as otherwise expressly stated in this Agreement, Seller is making no representation with respect to such documents and information and Buyer assumes and accepts the entire responsibility for interpreting and assessing the information provided.
|
3.2 |
Title Report |
Seller has provided to Buyer a preliminary title report for the Property (the Title Report ) from the Title Company. Attached as Exhibit C are the permitted title exceptions (the Permitted Exceptions ) that are to be attached to the Deed (as defined below). The Tract A Declaration included as part of the Permitted Exceptions shall be in the form attached as Exhibit D, the Southern Roadways Declaration included as part of the Permitted Exceptions shall be in the form attached as Exhibit E, the Railroad Declaration included as part of the Permitted Exceptions shall be in the form attached as Exhibit F, and the Storm Drain Easement Declaration shall be in the form attached as Exhibit J.
|
End of Preview |
Home Intelligence Services Subscriptions News About Us