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A memorandum of purchase and sale agreement is a legal document that protects a buyer from being outbid after the seller accepts their offer. This agreement is signed by the seller and buyer at the time an offer is accepted, and effectively makes it illegal for a buyer to accept any other offers on the property. This is true even if another offer comes in that exceeds the amount already accepted. In order for a seller to accept other offers, the buyer must rescind their offer and affirm their decision by signing a release of memorandum of contract.
EXHIBIT 10.2
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Alan J. Robin, Esq.
Shartsis Friese LLP
One Maritime Plaza, 18 th Floor
San Francisco, California 94118
MEMORANDUM OF PURCHASE AND SALE AGREEMENT
THIS MEMORANDUM OF PURCHASE AND SALE AGREEMENT is entered into as of the 21 st day of July 2005 (the “Effective Date”), by and between VACAVILLE INVESTORS, a California general partnership (“Seller”), and SIMPSON MANUFACTURING CO., INC., a Delaware corporation (“Purchaser”), with reference to the following facts:
A. Seller owns the land and improvements known as 902 Aldridge Road, Vacaville, California (the “Property”), more particularly described in Exhibit A attached hereto and made a part hereof.
B: Seller has agreed to sell to Purchaser and Purchaser has agreed to buy from Seller the land and property described in this Agreement in accordance with and upon satisfaction of the terms and conditions set forth herein.
NOW, THEREFORE, Seller hereby agrees to sell and Purchaser hereby agrees to purchase the Property for the purchase price and upon all of the terms, conditions and covenants contained in that certain unrecorded Purchase and Sale Agreement (the “Agreement”) dated of even date herewith and executed by Seller and Purchaser, which Agreement is incorporated herein by this reference, including without limitation the following:
1. In the event of any breach or default by Seller in or of the Agreement or any of the warranties, terms or provisions thereof, Purchaser shall have, in addition to a claim for damages for such breach or default, and in addition to and without prejudice to any right or remedy available at law or in equity, the right to demand and have specific performance of the Agreement and this Memorandum.
2. This Memorandum is not intended to change any of the terms of the Agreement and in the event of any inconsistency between the terms of this Memorandum and the terms of the Agreement, the terms of the Agreement shall prevail. The Agreement is available at the offices of Shartsis Friese LLP at the address indicated above.
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Purchase and Sale Agreement dated as of the date first set forth above.
a California general partnership
SIMPSON MANUFACTURING CO., INC.,
a Delaware corporation
/s/MICHAEL J. HERBERT
Michael J. Herbert
Chief Financial Officer
PARCELS “D and E” as shown on that Map entitled, “Parcel Map, Lands of Chevron Land and Development Company, in the City of Vacaville, a Division of Lots 6 and 7 and a Portion of Lot 8 of Vaca Valley Industrial Park per Map Recorded in Book 36 of Maps at Page 79, Records of Solano County, State of California and Portions of Vacated Cotting Lane,” filed for record in the Office of the County Recorder, Solano County, California on November 24, 1981, in Book 22 of Parcel Maps at Page 97.
EXCEPTING AND RESERVING TO GRANTOR, its successors and assigns, all oil, gas and other hydrocarbons, geothermal resources as defined in Section 6903 of the California Public Resources Code and all other minerals, whether similar to those herein specified or not, within or that may be produced from said real property, and further excepting and reserving to Grantor, its successors and assigns, the sole and exclusive right from time to time to drill and maintain wells or other works into or through said real property and the adjoining streets, roads and highways below a depth of five hundred (500) feet and to produce, inject, store and remove from and through such wells or works, oil, gas, water and other substances of whatever nature, including the right to perform below said depth any and all operations deemed by Grantor necessary or convenient for the exercise of such rights. The rights hereinabove excepted and reserved to Grantor do not include and do not except or reserve to grantor any right of Grantor to use the surface of said real property or the first five hundred (500) feet below said surface or to conduct any operations thereon or therein.
State of Montana
On July 20, 2005, before me, Vicki Ann Tofslie, personally appeared Everett Johnston, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
/s/VICKIE ANN TOFSLIE
Vickie Ann Tofslie
State of California
County of Alameda
On July 25, 2005, before me, Kathleen M. Kuwitzky, personally appeared Michael J. Herbert, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
/s/KATHLEEN M. KUWITZKY
Kathleen M. Kuwitzky
Reference:
Security Exchange Commission - Edgar Database, EX-10.2 3 a05-13524_1ex10d2.htm EX-10.2, Viewed August 12, 2022, View Source on SEC.
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Jason has been providing legal insight and business expertise since 2001. He is admitted to both the Virginia Bar and the Texas State Bar, and also proud of his membership to the Fellowship of Ministers and Churches. Having served many people, companies and organizations with legal and business needs, his peers and clients know him to be a high-performing and skilled attorney who genuinely cares about his clients. In addition to being a trusted legal advisor, he is a keen business advisor for executive leadership and senior leadership teams on corporate legal and regulatory matters. His personal mission is to take a genuine interest in his clients, and serve as a primary resource to them.
Hi, I'm Umar from CounselX. I started off doing domestic and international corporate law work at the world's largest law firm Dentons and then moved in-house as Head of Legal of an investment bank before starting my own firm in 2012. We have been a trusted legal resource for founders since our inception. My team has helped over 1,000 startups launch, grow and thrive. When it comes to corporate and commercial law matters, you need an attorney that not only has a deep understanding of the law, but is passionate about your companys continued success. Whether it's helping to get your business off the ground or handling tough negotiations in a pivotal transaction, I'm available to provide insightful legal counsel and trustworthy guidance. To learn if I'm the right fit, schedule a free 15-minute introductory call with me.
I am a licensed and active NY and CT Contracts Attorney, with over 20 years of diverse legal and business experience. I specialize in reviewing, drafting and negotiating commercial agreements. My practice focuses on working with small business clients as well as clients from international brokerage firms on acquisitions, especially in the Ecommerce space; drafting, negotiating, reviewing and advising on business agreements; ; breach of contract issues, contract disputes and arbitration. I am licensed to practice in New York and Connecticut, and am a FINRA and NCDS Arbitrator. My experience includes serving as General Counsel to small businesses. This entails reviewing, updating and drafting contracts such as employments agreements, asset purchase agreements, master services agreements, operating agreements and a variety of business and commercial contracts. Additionally, I assist clients with business strategies, contract disputes and arbitration. My diverse experience allows me to give my clients a well-rounded approach to the issues they face. I have been at top AML law firms; a Vice President at an Investment Bank, a Civil Court Arbitrator presiding over cases in contract law, commercial law, a Hearing Officer, presiding over cases and rendering written decisions, and a Judicial Clerk to a Civil Court Judge. It would be a privilege to assist you and your business with my services.
Josh Bernstein has been serving real estate and corporate transactional clients since 2002. His experience is varied, and he enjoys working on and puzzling out novel and complex corporate and real estate matters. Josh’s experience includes, among other things, the following: representation of public companies in connection with SEC reporting and compliance work (proxies, 10-K’s; 10-Q’s; 8-K’s, etc.); representation of public and private company securities issuances (including private placements, and other similar offerings); assistance in structuring and drafting joint ventures, both for investors and operating partners, and including both real estate and corporate ventures; handling public and private company mergers and acquisitions; and asset sales and dispositions; assisting clients, big and small, with real estate acquisitions, sales and financings; managing large-scale and multi-state real estate portfolio acquisitions, dispositions and financings; complex condominium creation, structuring and governance work, including: commercial condominiums, use of condominiums as a land planning tool, wholesale condominium property acquisitions and dispositions, and rehabilitating failed or faulty condominium legal structures to make ready for sale; development of restrictive covenants and owners’ association documents for master-planned communities; compliance with federal statutes governing real estate sale and development (including, without limitation, the Interstate Land Sales Full Disclosure Act, the Housing for Older Persons Act, and the Americans with Disabilities Act); representation of real estate lenders, for both improved and unimproved property, and including numerous construction financings secured by real estate; assistance with commercial leasing; from both the landlord and tenant side, and including condominium leasing; training residential home and condominium sales staff for compliance with applicable local and federal law; and workouts of all kinds. When he’s not busy lawyering, Josh may be found watching 80’s commercials, flying a single-engine plane, playing poker, or trying to be a good dad.
