EXHIBIT 10.31
PURCHASE AGREEMENT
This Agreement, effective as of the 29th day of February,
1996, is between MICHAEL L. WILCOX ("Seller"), whose address is
P.O. Box 202, La Sal, UT 84530, and SUMMO USA CORPORATION, a
Colorado corporation ("Purchaser"), whose address is 1776 Lincoln
St., Suite 1100, Denver, CO 80203.
Recitals
Seller represents that he is the owner of and is in
possession of certain lands in San Juan County, Utah more particularly
described as follows:
Township 31 South, Range 25 East, SLB&M
San Juan County, Utah
Section 1: Lots 1, 2, 3, and 4 (also Known as N1/2
N1/2)
Township 31 South, Range 26 East, SLB&M
San Juan County, Utah
Section 6: NW1/4NW1/4
said lands together all appurtenances and water rights incident
thereto, and all improvements and personal property thereon,
subject to mineral reservations of record, being herein referred
to as the "Property."
Seller is willing sell and Purchaser desires to purchase
Property.
NOW THEREFORE, in consideration of Ten Dollars ($10.00) in
hand paid to Seller, the receipt and sufficiency of which are
hereby acknowledged, and further in consideration of the mutual
covenants, agreements, and promises herein contained, the parties
hereto agree as follows:
Purchase. Seller agrees to sell to Purchaser, and Purchaser
agrees to purchase, all of Seller's right, title, and interest in
the Property upon the terms and conditions set forth in this
Agreement, for the amount of Fifty Thousand Dollars ($50,000.00)
(the "Purchase Price").
Closing. (a) Unless the parties agree that the closing
shall take place at some other time and place, the closing shall take
place at the office of South Eastern Utah Title Company, whose
address is 117 S. Main, Room 118, Monticello, Utah, at 10:00
o'clock a.m. on the 14th day of March, 1996.
(b) At the closing, Seller shall deliver to Purchaser (i) a
general warranty deed in the form of Exhibit B attached hereto,
and (ii) a 1970 ALTA Form B owner's policy of title insurance showing
title to be marketable and to be vested in Purchaser at the
closing.
(c) At the closing, Purchase shall pay the Purchase Price
to Seller by certified or cashier's check or by wire transfer to
Seller's account.
(d) Purchaser shall pay all recording fees and documentary
transfer taxes. Real property taxes shall be prorated as of the
date of the exercise of the option.
Title. Seller warrants that he is in possession of the
Property, that he has the right to enter into this Agreement,
that he knows of no other person claiming any interest in the
Property, and that the Property is free from all liens and encumbrances,
except liens for property taxes not yet due and payable. Seller
warrants and will defend title to the Property against all
persons whomsoever.
Grazing Rights. Seller agrees that from time to time, upon
Purchaser's request made within two (2) years after the date of
this Purchase Agreement, Seller shall take all steps necessary to
relinquish or cause to be relinquished all grazing rights, Federal,
State, or private, held by Seller or by Wilcox Ranches, a
partnership, on the Property and on the additional lands more
particularly shown on the map set out in Exhibit A attached
hereto and incorporated by reference herein.
Stock Pond. Purchaser acknowledges the existence of a stock
pond constructed by Seller in Section 36, Township 30 South,
Range 25 East, SLB&M. When earth-moving equipment becomes available to
Purchaser (which Purchaser estimates shall occur within ___
months from the date of this Purchase Agreement), Purchaser shall, at no
cost to Seller, assist Seller in the construction of a
replacement stock pond of similar size and character on other land owned or
controlled by Seller.
Inurement. All covenants, conditions, limitations, and
provisions herein contained apply to and are binding upon the
parties hereto, their heirs, representatives, successors, and
assigns.
Modification. No modification, variation, or amendment of
this Agreement shall be effective unless the modification,
variation, or amendment is in writing and is signed by Seller and
Purchaser.
Waiver. No waiver of any breach or default under this
Agreement shall be effective unless the waiver is in writing and
signed by the party against whom the waiver is claimed. No
waiver of any breach or default shall be deemed to be a waiver of any
other or subsequent breach or default.
Entire Agreement. This Agreement sets forth the entire
agreement of the parties and, except as herein expressly
provided, supersedes all previous and contemporaneous agreements,
representations, warranties, or understandings, written or oral.
Construction. The paragraph headings are for convenience
only, and shall not be used in the construction of this
Agreement.
Governing Law. The formation, interpretation, and
performance of this Agreement shall be governed by the law of the state of
Utah.
Additional Documents. Seller will provide Purchaser with
such additional documents as may be necessary to carry out the
purposes of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
SELLER:
/s/ Michael L. Wilcox
PURCHASER:
SUMMO USA CORPORATION
By: /s/ Gregory A. Hahn
President
STATE OF UTAH )
) ss.
COUNTY OF SAN JUAN )
The foregoing instrument was acknowledged before me this
14th day of March, 1996, by Michael L. Wilcox, the person named in and
who executed the foregoing instrument.
/s/ Jean L. Pehrson
Notary Public
Residing at
Monticello, Utah 84535
My Commission Expires: 4/20/97
[SEAL]
STATE OF COLORADO )
) ss.
COUNTY OF JEFFERSON )
The foregoing instrument was acknowledged before me this
20th day of February, 1996, by Gregory A. Hahn as President of Summo
USA Corporation, a Colorado corporation, the corporation named in and
that executed the foregoing instrument, on behalf of the
corporation.
/s/ Michelle Hebert
Notary Public
Residing at
Lakewood, Colorado 80227
My Commission Expires: 3/18/99
[SEAL]
EXHIBIT B
WARRANTY DEED
MICHAEL L. WILCOX and JOAN I. WILCOX ("Grantors"), whose
address is P.O. Box 202, La Sal, UT 84530, for the consideration
of Ten Dollars ($10.00) and other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, convey
and warrants to SUMMO USA CORPORATION, a Colorado corporation
("Grantee"), whose address is 1776 Lincoln St., Suite 1100,
Denver, CO 80203, the real property more particularly described
as follows:
Township 31 South, Range 25 East, SLB&M
San Juan County, Utah
Section 1: Lots 1, 2, 3, and 4 (also known as N1/2 N1/2)
Township 31 South, Range 26 East, SLB&M
San Juan County, Utah
Section 6: NW1/4 NW1/4
together with all appurtenances and water rights incident
thereto, and all improvements and personal property thereon,
subject to mineral reservations of record (the "Property").
TO HAVE AND TO HOLD the Property to Grantee, its successors
and assigns.
IN WITNESS WHEREOF, Grantors have executed this Warranty
Deed this _____ day of February, 1996.
/s/ Michael L. Wilcox
/s/ Joan I. Wilcox