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EXHIBIT 10.20
PURCHASE AGREEMENT
COMMERCIAL-INDUSTRIAL REAL ESTATE
1. PARTIES: Great Lakes Chemical Corporation, a Delaware corporation
("Seller") agrees to sell and convey to Bioanalytical Systems, Inc.,
an Indiana corporation ("Buyer") and Buyer agrees to buy from Seller
the following property for the consideration and upon and subject to
the terms, provisions, and conditions hereinafter set forth.
2. PROPERTY: The property commonly known as The Great Lakes Annex
Building, 2801 Kent Avenue, is a tract of land situated in the City of
West Lafayette, Tippecanoe County, Indiana, together with all the
buildings and permanent improvements and fixtures attached thereto
(see Exhibit A); and all privileges, and appurtenances pertaining
thereto including any right, title and interest of Seller in and to
adjacent streets, alleys, or rights-of-way, Seller's interest in and
to all leases or rents, and security deposits, Seller's interest in
and to all licenses and permits with respect to the Property, Seller's
interest in all service, maintenance, management or other contracts
relating to the ownership or operation of the Property, and Seller's
interest in all warranties or guaranties relating to the Property
being sold; all of the above hereinafter collectively called
"Property", and whose legal description will be provided upon
completion of the Survey.
3. PRICE: The total purchase price shall be One Million Nine Hundred
Thousand and 00/100 Dollars ($1,900,000.00) payable in accordance with
the terms and conditions stated in this Agreement.
4. EARNEST MONEY: Twenty Thousand and 00/100 Dollars ($20,000.00) is
herewith tendered and is to be deposited as Earnest Money with The
Shook Agency, Inc. as Escrow Agent, upon execution of the Agreement by
both parties. The Escrow Agent shall hold the Earnest Money in an
interest-bearing account with interest to be disbursed with the
Earnest Money in accordance with this Agreement. If this Agreement is
terminated by the Buyer, as provided herein and within the applicable
time period, the Earnest Money shall be returned to the Buyer.
5. CONTINGENCIES: In addition to those other conditions addressed herein,
closing of this transaction shall be specifically contingent upon
satisfaction of the following items:
A. Buyer's receipt of Preliminary Plat Approval from the
Tippecanoe County Area Plan Commission for the purpose of joining
Buyer's property with the Seller's property to form one lot. Buyer
shall bear all costs and expenses relating to and arising from the
process of obtaining Preliminary Plat Approval.
B. Buyer's obtaining a Phase I environmental report, at Buyer's
expense, satisfactory to Buyer at Buyer's sole discretion.
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C. Buyer shall have satisfied itself, in Buyer's sole discretion
and without warranty or representation by Seller, with the nature and
condition of the Property such that Buyer shall take the Property on
the terms specified in Paragraph 8, below.
D. Buyer's receipt of a commitment for suitable financing for the
acquisition of the Property and modification of the improvements.
E. Execution of a lease between Buyer and Seller, on mutually
acceptable terms and conditions, for the lease of office space at the
Property by Seller.
F. Buyer obtaining written approval and authorization of this
transaction from its Board of Directors, Bank One, Primus Ventures and
Middlewest Ventures, Inc.
G. Seller shall make available for one (1) year after the closing
of this transaction, on an "as needed" basis, and at Buyer's expense,
Seller's maintenance personnel for the purpose of consulting with
Buyer on the management and maintenance of the Property's operating
systems.
H. The Purdue Research Park restrictive covenants grant a right
of first refusal to Purdue Research Foundation for all property sold
or resold in Phase I of the Park. Accordingly, Seller must obtain
from the Purdue Research Foundation in advance of closing a waiver of
any and all of their rights under the Park's restrictive covenants.
6. CLOSING. The closing of the sale (the "Closing Date") shall take
place at the Title Company who insures this transaction or at the
institution providing financing within thirty (30) days after all
contingencies and conditions addressed herein are satisfied to the
mutual satisfaction of the parties. If the contingencies set forth in
this Agreement have not been satisfied within one hundred eight (180)
days of execution of this Agreement by both parties, either party may,
by written notice to the other, terminate this Agreement in which
event the Escrow Agent shall disburse the Earnest Money to the Buyer
and the parties shall thereafter have no further obligations
hereunder.
7. POSSESSION: Possession of the Property shall be delivered to Buyer at
closing subject to tenant's rights, if applicable, in its present
condition, ordinary wear and tear expected. Seller agrees to maintain
the property and related equipment in good condition until possession
is delivered to Buyer.
8. Seller has provided Buyer access to the Property and Buyer
acknowledges having had opportunity to make such independent factual,
physical and legal examinations and inquiries as Buyer deems necessary
or desirable. As a result, Buyer has had adequate opportunity to
become fully acquainted with the nature and condition of the Property
in all respects and, except as provided in Section 21 below, shall
acquire the Property, if at all, AS IS, WHERE IS AND WITH ALL FAULTS.
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9. TAXES: All taxes assessed for any prior calendar year and remaining
unpaid, shall be paid by the Seller, and all taxes assessed for the
current calendar year shall be prorated between Seller and Buyer on a
calendar-year basis as of the day immediately prior to the Closing
Date. If the tax rate for taxes assessed in the current year has not
been determined at the closing of the transaction, said rate shall be
assumed to be the same as the prior year for the purpose of such
proration and credit for due but unpaid taxes.
10. INSURANCE: Insurance shall be canceled as of the date of closing and
the Buyer shall provide its own insurance.
11. SURVEY: A staked survey that complies with Minimum Standard Detail
Requirements for Indiana Land Title Surveys, and which shall reflect
whether the property is located in a designated flood zone area, shall
be furnished at Seller's expense.
12. TITLE AND SURVEY APPROVAL: Seller shall deliver to Buyer within
fifteen (15) days after completion of the survey a Commitment for
Title Insurance (the "Commitment") and, at Buyer's request, legible
copies of all recorded instruments affecting the Property and recited
as exceptions in the Commitment. If Buyer has an objection to items
disclosed in such Commitment or the survey provided for herein, Buyer
shall promptly make written objections to Seller after receipt of each
such instrument. If Buyer or third party lender makes such objections
or if the objections are disclosed in the Commitment, the survey or by
the issuer of the Title Policy, Seller shall have thirty (30) days
from the date such objections are disclosed to cure the same, and the
Closing Date shall be extended, if necessary. Seller agrees to
utilize its best efforts and reasonable diligence to cure such
objection, if any. If the objections are not satisfied within such
time period, Buyer may either terminate this Agreement or waive the
unsatisfied objections and close the transaction.
13. SALES EXPENSES: Seller and Buyer agree that all sales expenses are to
be paid in cash prior to or at the closing.
A. Seller's Expenses: Seller agrees to pay all costs of releasing
existing loans and recording the releases; Owner's Title Policy;
survey; 1/2 of any closing fee, preparation of Deed and Vendor's
Affidavit; and other expenses stipulated to be paid by Seller under
other provisions of this Agreement.
B. Buyer's Expenses: Buyer agrees to pay all expenses incident to
any loan (e.g., loan commitment fees, preparation of note, mortgage,
and other loan documents, recording fees, Mortgagee's Title Policy,
prepayable interest, credit reports); 1/2 of any closing fee; and
expenses stipulated to be paid by Buyer under other provisions of this
Agreement.
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14. DEFAULT: If Buyer breaches this Agreement and is in default,
Seller may seek specific performance or any other remedy
provided by law or equity; or Seller may treat this Agreement
as being terminated and receive the Earnest Money as
liquidated damages.
If Seller breaches this Agreement and is in default, then the Earnest
Money shall be returned to Buyer. In addition, if Seller is in
default, the Buyer may seek specific performance or any other remedy
provided by law or equity against the Seller.
15. ESCROW: The Earnest Money is deposited with Escrow Agent with the
understanding that Escrow Agent is not a party to this Agreement and
does not assume or have any liability for performance or
non-performance of any party. Before the Escrow Agent has any
obligation to disburse the Earnest Money in the event of dispute, he
has the right to require from all signatories a written release of
liability of the Escrow Agent, written notification of Agreement
termination and written authorization to disburse the Earnest Money.
At closing, Earnest Money shall be applied to the Purchase Price.
16. DUTIES OF BUYER AND SELLER AT CLOSING:
A. At the closing, Seller shall deliver to Buyer, at Seller's
sole cost and expense, the following:
(1) duly executed and acknowledged Corporate Deed
conveying good and indefeasible title in fee simple to all of
the property, free and clear of any and all liens,
encumbrances, conditions, easements, assessments, reservations
and restrictions, except as permitted herein, and/or approved
by Buyer in writing and execute a Vendor's Affidavit;
(2) A binder for an Owner's Policy of Title Insurance
issued by a reputable insurance company chosen by the Seller
in the full amount of the Sales Price dated as of closing,
insuring Buyer's fee simple title to the property to be good
and indefeasible subject only to those title exceptions
permitted herein, or as may be approved by Buyer in writing,
and the standard printed exceptions contained in the usual
form of the Title Policy.
(3) Furnish evidence of its capacity and authority for
the closing of this transaction.
(4) Execute all other necessary documents to close this
transaction.
B. At the closing, Buyer shall perform the following:
(1) Pay the cash portion of the Sales Price in the form
of a certified or cashier's check;
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(2) Execute the note(s) and mortgage(s) provided for
herein and cause the funds to be made available to the closing
officer for disbursement;
(3) Furnish evidence of its capacity and authority for
the closing of this transaction;
(4) Furnish to Seller and/or Third Party Lender, at
Buyer's expense, a mortgagee's policy issued by Title Company
for the benefit of the holder(s) of the mortgage(s) provided
for herein;
(5) Execute all other necessary documents to close this
transaction.
17. CONDEMNATION: If prior to Closing Date condemnation proceedings are
commenced against any portion of the property, Buyer may, at its
option, terminate this Agreement by written notice to Seller within
thirty (30) days after Buyer is advised of the commencement of
condemnation proceedings, or Buyer shall have the right to appear and
defend in such condemnation proceedings, and any award in condemnation
shall, at the Buyer's election, become the property of Seller and
reduce the purchase price by the same amount or shall become the
property of Buyer and the purchase price not be reduced.
18. CASUALTY LOSS: Risk of loss by damage or destruction to the Property
prior to the closing shall be borne by Seller. In the event any such
damage or destruction is not fully repaired prior to closing, Buyer,
at its option, may either terminate this Agreement or elect to close
the transaction, in which event Seller's right to all insurance
proceeds resulting from such damage or destruction shall be assigned
in writing by Seller to Buyer.
19. RESPONSIBLE PROPERTY TRANSFER LAW: The Seller believes it is not
required to provide Purchaser with a Disclosure Statement pursuant to
Indiana's Responsible Party Transfer Law (I.C. Section 13-7-22.5-1 et
seq.) because (1) the Property does not contain any hazardous chemical
or material; (2) the Property does not contain any underground storage
tanks which are or have been utilized to hold petroleum or other
regulated substances; (3) the Property is not listed on the
Comprehensive Environmental Response, Compensation and Liability
Information System; (4) and/or Property is exempt from the provisions
of said law. However, if after execution of this Agreement, Seller
learns that the Property comes within the terms of the Responsible
Property Transfer Law, then Seller agrees to provide Buyer with the
required Disclosure Document and comply with all other parts of this
Law.
20. ENVIRONMENTAL ASSESSMENT:
A. Buyer, or its representative, may, at Buyer's sole cost and
expense, conduct environmental assessments of the Property as the
Buyer in its sole discretion may deem appropriate. In the event such
assessments are conducts, Buyer agrees to notify Seller
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immediately of any findings of suspected environmental problems.
Buyer shall provide Seller with duplicate originals of any reports
date summaries or test results generated as a result of Buyer's
investigations, but in no event shall Buyer, or its representatives,
agents or contractors, provide any such materials to any governmental
authority or other party or entity prior to closing, unless disclosure
of such materials is required under Section 20 hereof or any other
applicable State and/or Federal environmental law.
B. Seller shall cooperate fully with Buyer or its representatives
during any investigation or other activities conducted pursuant to
this Section 21.
C. Seller, at its cost, may correct any and all such deficiencies
disclosed by said assessment.
D. If Seller fails or refuses to correct such deficiencies on or
before the Closing Date, Buyer may, at its sole option, terminate this
Agreement.
21. MISCELLANEOUS
A. Any notice required or permitted to be delivered hereunder,
shall be deemed received when personally delivered or sent by United
States mail, postage prepaid, certified and return receipt requested,
addressed to Seller or Buyer, as the case may be, at the address set
forth below the signature of such party hereto.
B. This Agreement shall be construed under and in accordance with
the laws of the State of Indiana.
C. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors, and permitted
assigns. This Agreement may not be assigned by Buyer without written
consent of the Seller.
D. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof, and this
Agreement shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained herein.
E. This Agreement constitutes the sole and only agreement of the
Parties hereto and supersedes any prior understandings or written or
oral agreements between the parties respecting the transaction and
cannot be changed except by their written consent.
F. Time is of the essence of this Agreement.
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G. Words of any gender used in this Agreement shall be
held and construed to include any other gender, and words in
the singular number shall be held to include the plural, and
vice versa, unless the context requires otherwise.
H. All rights, duties and obligations of the signatories hereto
shall survive the passing of title to, or an interest in, the
property.
I. Buyer shall not record or attempt to record this Agreement.
J. Wavier. Each party hereto may waive any breach by the other
party of any of the provisions contained in this Agreement or any
default by such other party in the observance or performance of any
covenant or condition required to be observed or performed by it
contained herein; provided, however, that such waiver or waivers shall
be in writing, shall not be construed as a continuing waiver, and
shall not extend to or be taken in any manner whatsoever to affect any
subsequent breach, act or omission or default or affect each party's
rights resulting therefrom. No waiver will be implied from any delay
or failure by either party to take action on account of any default by
the other party. No extension of time for performance of any
obligations or acts shall be deemed an extension of the time for
performance of any other obligations or acts.
K. Further Assurances. Each party hereto shall do such further
acts and execute and deliver such further agreements and assurances as
the other party may reasonably require to give full effect and meaning
to this Agreement.
L. Brokerage Commissions. Buyer hereby represents and warrants
to Seller that Buyer has not incurred, and shall not have incurred as
of the Closing Date, any liability for the payment of any brokerage
fee or commission in connection with the transaction contemplated in
this Agreement. Seller hereby represents and warrants to Buyer that
Seller has not incurred, and shall not have incurred as of the Closing
Date, any liability for the payment of any brokerage fee or commission
in connection with the transaction contemplated in this Agreement,
except for the commission due to the Shook Agency (for which Seller
shall be solely responsible). Seller and Buyer hereby agree to
defend, indemnify and hold harmless the other from and against any and
all claims of any other person claiming a brokerage fee or commission
through such party.
22. Expiration of Agreement. This Agreement shall expire unless accepted
and executed by Buyer and delivered to Seller by 5:00 PM, EST, January
12, 1996. If this Agreement is not timely accepted by Seller, it
shall be null and void and all parties hereto shall stand relieved and
released of any and all liability or obligations hereunder.
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EXECUTED by Seller this _______ day of ___________________, 1997.
By:__________________________________ By:_______________________________________
__________________________________ _______________________________________
(Printed) (Printed)
Seller's Address for Notice Purposes:
ACCEPTANCE OF PURCHASE AGREEMENT
EXECUTED by Buyer this _______ day of ___________________, 1997.
By:__________________________________ By:_______________________________________
__________________________________ _______________________________________
(Printed) (Printed)
Buyer's Address for Notice Purposes:_______________________________________________
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