Purchase and sale agreement



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PURCHASE AND SALE AGREEMENT

BLOCKS 14 AND 15,

POPE'S ADDITION TO THE CITY OF LITTLE ROCK

This Purchase and Sale Agreement ("Agreement") is executed as of April 13,

1999, by and between Stephens Group, Inc., an Arkansas corporation ("Seller"),

and Acxiom Corporation, a Delaware corporation ("Purchaser").


1. Purchase and Sale. Subject to and on the terms and conditions set

forth below, Seller hereby agrees to sell and convey to Purchaser and Purchaser

hereby agrees to buy that certain real estate described as Lots 1, 2, 3, 4, 5,

6, 7, 8, 9, 10, 11, and 12, Block 14, Pope's Addition to the City of Little

Rock, Pulaski County, Arkansas, as shown on Plat recorded in Plat Book H, Page

30, records of Pulaski County, Arkansas and all of Sherman Oaks Horizontal

Property Regime in the City of Little Rock, Pulaski County, Arkansas, together

with all rights, appurtenances, structures, easements, alleys, rights-of-ways,

improvements, fixtures or privileges located thereon or pertaining thereto

(collectively, the "Property").

2. Purchase Price. The consideration ("Purchase Price") for the Property

is the conveyance of 54,450 shares of the common stock of the Purchaser (the

"Shares") to the Seller on Closing Date (as defined below). The Shares, when a

certificate is delivered to Seller on the Closing Date, shall be validly issued,

fully paid and non-assessable. Purchaser shall register the issuance of the

shares to Seller under the Securities Act of 1933, as amended, so that they

shall be freely tradable and not subject to any instructions on transfer. All

expenses incurred in connection with such registration shall be borne by

Purchaser.

3. Closing.
3.1 Date and Place. The closing ("Closing") of the transactions

contemplated by this Agreement shall take place in Little Rock, Arkansas at the

office of Rose Law Firm, a Professional Association, 120 East Fourth Street,

Little Rock, Arkansas, (or such other place as may be mutually acceptable to

Seller and Purchaser), on or before July 15, 1999 (on such date as may be

mutually agreeable to Seller and Purchaser, and as may be extended as provided

herein or by mutual consent, the "Closing Date"). Purchaser shall have the

option to extend the Closing Date for up to an additional forty-five (45) days

by notifying Seller in writing five (5) days prior to the Closing Date. In

addition, if there are title, inspection, or environmental objections which have

not yet been cured on or before the Closing Date, then Purchaser or Seller may

extend the Closing Date until on or before ten (10) days after such objections

have been resolved; provided, however, if the closing has not occurred on or

before October 1, 1999, this Agreement shall be terminated. Should the matters

provided in Sections 5 or 6 not be completed on or before the Closing Date, then

the Closing shall be rescheduled for the next business day after completion of

such matters.
3.2 Payment of Purchase Price. At the Closing, Purchaser shall pay to the

Seller the Purchase Price as provided in Section 2.


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3.3 Deliveries at Closing. On or before the Closing Date, Seller shall

deliver to Purchaser the following documents:

3.3.1. A General Warranty Deed (the "Deed"), dated the date of

Closing, conveying good and marketable fee simple title to the Property to

Purchaser.
3.3.2. The originals if available, of all site plans, surveys, soil

and substrata studies, utility schemes, tax bills and receipts for current

real estate taxes, and any other documents, files or records covering,

affecting or relating to any portion of the Property in Seller's

possession, and all keys used in connection therewith.
3.4. Possession. Possession of the Property shall be delivered by Seller to

Purchaser on the Closing Date.


4. Prorations. Ad valorem taxes of the then current year shall be pro

rated as of the Closing Date. If the Closing shall occur before the tax rate is

fixed for the then current year, the apportionment of taxes shall be upon the

basis of the tax rate for the preceding year applied to the latest assessed

valuation with the proration to be adjusted between the parties based on actual

taxes for 1999 at the time such actual taxes are determined. Any such taxes due

from and payable by Seller shall be paid by seller in cash at Closing.
5. Title

5.1 Title Insurance Commitment. Seller has furnished to Purchaser, at

Seller's sole cost and expense, ALTA owner's title insurance commitment number

99-4367A (the "Commitment"), covering the Property and issued by Beach Abstract

& Guaranty Company (the "Title Company"). The title matters identified at

Schedule B Section I, items 1 through 7 must be satisfied by Seller on or before

the Closing Date (subject, however, to Section 6.3 below with respect to the

termination of the lease referenced at item 6). Schedule B, Section II, Special

Exception numbers 3 and 6 affect the marketability of the title to the Property

and must be corrected by the Seller in a manner which permits the deletion of

these exceptions from the final title insurance policy to be issued pursuant to

Section 5.2, on or before the Closing Date. In the event Seller is unable to

satisfy or correct any such matters or exceptions on or before the Closing Date,

Purchaser may, at this option, terminate this Agreement by written notice to

Seller on the Closing Date, and the parties hereto shall have no further

obligations hereunder, or give Seller additional time to satisfy or correct such

matters or exceptions. Schedule B, Section II, Special Exception numbers 1

(subject to the proration set forth in Section 4 above), 2, 4 and 5 are deemed

acceptable (the "Permitted Exceptions").

5.2. Title Insurance Policy. Following Closing, Seller agrees to finish to

Purchaser at Seller's expense an ALTA owner's title policy, issued by the Title

Company covering the Property insuring good and indefeasible fee simple title in

Purchaser in the amount of $1,300,000 and containing no exceptions or conditions

other than the Permitted Exceptions and any other exceptions waived by the

Purchaser pursuant to Section 9.

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6. Special conditions.


6.1. Items for Review. As soon as possible after the execution of this

Agreement, but in any event within five (5) days after the execution of this

Agreement, Seller shall deliver to Purchaser at Seller's sole expense a list of

all agreements affecting the ownership, management, or operation of the

Property, if any, together with true, correct and complete copies of same to the

extent available.

6.2. Inspection Period. Purchaser shall have until July 15, 1999 to review

the documents furnished under Section 6.1 and to conduct engineering,

environmental and feasibility studies on the Property. This Agreement is subject

to Purchaser finding from such studies that the Property and documents are

reasonably satisfactory for Purchaser's intended use, and should the Property or

any documents not prove reasonably satisfactory for Purchaser's intended use,

this Agreement can be canceled at Purchaser's option in which case it shall

become null and void, and all parties shall have no further liability one to the

other. In connection therewith, Purchaser or its agents or employees shall have

the right and privilege during the term of this Agreement of going upon the

Property as needed to inspect, test, examine, survey or make test borings, soil

bearing tests, environmental audits or other engineering or landscaping tests or

surveys or observations or studies which Purchaser deems necessary, the cost of

which shall be borne by the Purchaser.

6.3. Lease Termination. Seller shall terminate all leases affecting the

Property on or before the Closing Date or the earliest date permitted by the

lease agreements in accordance with notices of termination delivered on or

before the Closing Date.


6.4. Rezoning. Seller understands that Purchaser intends to develop the

Property as a twelve (12) story office building with a multi-story parking

garage. Seller and Purchaser shall use their best efforts to obtain rezoning of

the Property to the zoning classification of "general business" with a variance

to increase the height and/or the permitted floor area ratio from that

authorized under Article VI, Zoning Plan for Central Little Rock Urban Renewal

Project, of The Zoning Ordinance of the City of Little Rock, Arkansas ("City")

to permit such development. Purchaser shall, as soon as possible after the date

hereof, execute and file at Purchaser's expense applications for the rezoning

of, and a request for a variance for, the Property with the City. Seller agrees

to sign all documents necessary for Purchaser to complete and file said

applications. Purchaser, with the assistance of Seller, shall diligently and

vigorously pursue said applications until final decisions have been made thereon

and thereafter until any and all appeals and suits filed in connection with said

rezoning and variance have been finally determined, all related costs of which

shall be borne by Purchaser.

6.5. Street and Alley Closings. Seller also understands that the

Purchaser's development of the Property as an office building will require the

closing of Sherman Street between blocks 14 and 15 and the alley located in

Block 14. Seller and Purchaser shall use their best efforts to close such street

and alleys by filing any necessary applications with the City. Seller agrees to

sign all documents necessary for Purchaser to complete and file said

applications. Purchaser, with the assistance of Seller, shall diligently and

vigorously pursue said applications until final decisions

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have been made thereon and thereafter until all appeals and suits filed in

connection with said street and alley closings have been finally determined, all

related costs of which shall be borne by Purchaser.


7. Broker Commissions. In the event any claims arise for real estate

commissions, fees or other compensation in connection with this transaction, the

party so incurring such claims shall indemnify and hold harmless the other party

from any loss or damage which the other party suffers as a result of such claim.


8. Representations and Warranties. Seller hereby warrants and represents

to Purchaser and agrees with Purchaser as follows:


8.1. Seller has, or a wholly owned subsidiary or affiliate of Seller has,

and will convey to Purchaser good and marketable fee simple title to the

Property.
8.2. No person, firm or corporation or other entity (i) has any right or

option to acquire all or any part of the Property, or (ii) is now or hereafter

will be entitled to possession of any part of the Property, or (iii) has any

other right, title or interest in the Property, except pursuant to the leases or

occupancy agreements to be terminated by Seller hereunder.
8.3. The Property is not subject to any citations or violations issued or

threatened by the State of Arkansas, Department of Pollution Control and Ecology

or of any other city, county, state or federal agency having jurisdiction over

the Property and the development thereof.

8.4. Seller, as of the date of this Agreement, has no liabilities or

obligations of any kind (except for the leases or occupancy agreements to be

terminated by Seller hereunder and the other items reflected on Schedule B of

the Commitment), including but not limited to tax claims or liens and mechanics'

or materialmen's liens, whether accrued, absolute, contingent or otherwise

outstanding against, relating to, or affecting the Property or the operation

thereof which will not be paid by Seller at closing. Seller agrees that all

obligations incurred in the ownership, operation and maintenance of the Property

prior to the Closing Date shall be the sole obligation and responsibility of the

Seller.

8.5. There is no existing or pending litigation, claim, or condemnation or

sale in lieu thereof, with respect to any part of the Property, nor has any such

action, suit, proceeding or claim been threatened or asserted. Seller has no

knowledge of any pending improvements, liens, or special assessments to be made

against the Property, except as reflected on Schedule B of the Commitment.


8.6. To the best of Seller's knowledge and belief, all water, sewer, gas,

electricity, steam, telephone, sanitary and storm drainage facilities and other

utilities required by law and the normal operation of the Property are installed

across public property or valid easements to the Property line of the Property

and are connected pursuant to valid permits.

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8.7. Neither the execution nor the delivery of this Agreement by Seller

nor Seller's performance of his obligations hereunder will result in a violation

or breach of any term or provision or constitute a default or accelerate the

performance required under any other agreement or document to which Seller is a

party or is otherwise bound or to which the Property or any part thereof is

subject.
8.8. All of the representations and warranties of Seller herein are true

and correct as of the date hereof and shall be true and correct as of the

Closing Date.

9. Termination. In the event the Seller is unable to convey title to the

Property in accordance with this Agreement, Purchaser may at its option

terminate this Agreement by written notice delivered to Seller on or prior to

the scheduled Closing Date (as may be deferred by any postponement in accordance

with the terms of this Agreement) or Purchaser may waive such defects. If this

Agreement is terminated by Purchaser the parties shall have no further

obligation or liabilities one to the other.

10. Default. In the event that Seller should fail to consummate this

Agreement for any reason, except Purchaser's default, Purchaser may enforce

specific performance of this Agreement.
11. Risk of Loss. Prior to the Closing Date, risk of loss to the Property

shall remain with Seller until the Closing has been completed. Thereafter, risk

of loss shall be with the Purchaser.
12. Condemnation. If all or any material portion of Property shall be

condemned prior to the closing, Purchaser may elect to (i) reduce the purchase

price in the amount of the condemnation award, or (ii) receive such condemnation

award as may be paid or payable with respect to such condemnation, Purchaser's

election under this Section shall be exercised by written notice to Seller

within ten (10) days after receipt of written notice from Seller of such taking

or of written notice of the amount of the condemnation award payable with

respect to such taking, whichever is later.


13. Miscellaneous.
13.1. Assignment Prior to Closing. Purchaser may assign its rights or

delegate its duties under this agreement at any time on or before Closing, and,

upon execution by the assignee of an assignment agreement pursuant to which said

assignee agrees to assume all obligations of Purchaser hereunder, Purchaser

shall be released from its obligations hereunder.
13.2. Notices.
13.2.1. All notices, demands, requests or other communications

required or permitted under this Agreement shall be in writing and, unless

and until otherwise specified in a written notice by any party, shall be

sent to the parties at the following respective addresses:


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If for Seller: Mr. Dale Aclin

Stephens Inc.

111 Center Street

Little Rock, AR 72201

with a copy to: Mr. David A. Knight

Stephens Inc.

111 Center Street

Little Rock, AR 72201


If for Purchaser: Mr. Jerry C. Jones

Legal Leader

Acxiom Corporation

301 Industrial Blvd.

Conway, AR 72033
with a copy to: Mr. Kevin R. Burns

Rose Law Firm

120 East Fourth Street

Little Rock, AR 72201


13.2.2. Each such notice, demand, request or other communication

shall be deemed to have been properly given for all purposes if (i)

delivered in person, (ii) mailed by registered or certified mail of the

United States Postal Service, return receipt requested, postage prepaid, or

(iii) delivered to a nationally recognized overnight courier service for

next business day delivery, to its addressee at such party's address as set

forth above.
13.2.3. Each such notice, demand or request shall be deemed to have

been received by its addressee upon the earlier of (i) actual receipt or

refusal by the addressee or (ii) deposit thereof at any main or branch

United States post office if sent in accordance with clause (ii) in Section

13.2.2 above, and deposit thereof with the courier if sent pursuant to

clause (iii) in Section 13.2.2 above.

13.3. Entire Agreement; Modification. This Agreement contains the entire

understanding between Seller and Purchaser with respect to the subject matter

hereof. All prior or contemporaneous agreements, understandings,

representations, and statements, oral or written, are merged into this

Agreement. Neither this Agreement nor any of its provisions may be waived,

modified, amended, discharged, or terminated except by an instrument in writing

signed by the party against which the enforcement of such waiver, modification,

amendment, discharge or termination is sought, and then only to the extent set

forth in such instrument.

13.4. Applicable Law. This Agreement shall be governed by and construed in

accordance with the laws of the State of Arkansas.


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13.5. Headings. Descriptive headings are for convenience only and shall

not control or affect the meaning or construction of any provisions of this

Agreement.


13.6. Binding Effect. This Agreement shall be binding upon and shall inure

to the benefit of the signatories and their successors and permitted assigns.


13.7. Counterparts; Facsimile Signatures. This Agreement may be executed

in several counterparts, each constituting a duplicate original, but all such

counterparts shall constitute one and the same instrument. This Agreement may be

executed by facsimile signature by the parties hereto, and such facsimile

signatures shall have the same force and effect as if manually signed.
13.8. Severability. If any provision contained in this Agreement shall be

held invalid, illegal or unenforceable in any respect, such invalidity,

illegality or unenforceability shall not affect any other provision of this

Agreement, and this Agreement shall be construed as if such invalid, illegal or

unenforceable provision had never been contained in this Agreement.

13.9. Further Assurances. Each party agrees to perform such other acts and

to execute, acknowledge and/or deliver after the date hereof such other

instruments (including without limitation correctional deeds), documents and

other materials as the other party may reasonably request in order to consummate

the transactions contemplated in this Agreement and to vest title to the

Property in Purchaser.

13.10. Survival. All provisions of this Agreement shall survive the

Closing.
13.11. Time. Time is, and shall be, of the essence with respect to this

Agreement.
The date of this Agreement shall be deemed to be the later of the date this

Agreement is executed by Seller or Purchaser.


SELLER:
Stephens Group, Inc. an Arkansas corporation
By: /s/ David A. Knight

----------------------

Title: Vice President

Dated: June 16, 1999


PURCHASER:
Acxiom Corporation, a Delaware corporation

By: /s/ Jerry C. Jones

----------------------

Title: Business Development & Legal Leader

Dated: June 13, 1999

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FIRST AMENDMENT TO

PURCHASE AND SALE AGREEMENT

BLOCKS 14 AND 15,

POPE'S ADDITION TO THE CITY OF LITTLE ROCK
This First Amendment to Purchase and Sale Agreement ("Amendment") is

executed as of July 9, 1999, by and between Stephens Group, Inc., an Arkansas

corporation ("Seller"), and Acxiom Corporation, a Delaware corporation

("Purchaser").

A. The Purchase and Sale Agreement dated as of April 13, 1999 (the

"Purchase Agreement") between Seller and Purchaser for the purchase and sale of

certain real property located in the City of Little Rock, Pulaski County,

Arkansas, as more particularly described therein, is hereby amended by

substituting August 15, 1999 for July 15, 1999 in the first sentence of Section

3.1 as the Closing Date. Unless specifically addressed and amended by this

Amendment, all terms and provisions of the Purchase Agreement shall remain in

full force and effect.

B. Terms not otherwise defined herein shall have the meanings set forth

in the Purchase Agreement.


IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the

date first written above.


STEPHENS GROUP, INC.,

an Arkansas corporation

By: /s/ David A. Knight

-------------------------------

David A. Knight, Vice President

ACXIOM CORPORATION,

a Delaware corporation

By: /s/ Jerry C. Jones

--------------------------------

Jerry C. Jones, Legal Leader


8

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SECOND AMENDMENT TO

PURCHASE AND SALE AGREEMENT

BLOCKS 14 AND 15,

POPE'S ADDITION TO THE CITY OF LITTLE ROCK

This Second Amendment to Purchase and Sale Agreement ("Amendment") is

executed as of August 11, 1999, by and between Stephens Group, Inc., an Arkansas

corporation ("Seller"), and Acxiom Corporation, a Delaware corporation

("Purchaser").
A. The Purchase and Sale Agreement dated as of April 13, 1999, as amended

by the First Amendment to Purchase and Sale Agreement dated as of July 9, 1999

(collectively, the "Purchase Agreement") between Seller and Purchaser for the

purchase and sale of certain real property located in the City of Little Rock,

Pulaski County, Arkansas, as more particularly described therein, is hereby

amended by deleting Section 3.1 in its entirety and replacing it with the

following:

3.1 Date and Place. The closing ("Closing") of the transactions

contemplated by this Agreement shall take place in Little Rock, Arkansas at

the office of Rose Law Firm, a Professional Association, 120 East Fourth

Street, Little Rock, Arkansas, (or such other place as may be mutually

acceptable to Seller and Purchaser), on or before October 15, 1999 (on such

date as may be mutually agreeable to Seller and Purchaser, and as may be

extended as provided herein or by mutual consent, the "Closing Date").

Purchaser shall have the option to extend the Closing Date for up to an

additional forty-five (45) days by notifying Seller in writing five (5)

days prior to the Closing Date. In addition, if there are title,

inspection, or environmental objections which have not yet been cured on or

before the Closing Date, then Purchaser or Seller may extend the Closing

Date until on or before ten (10) days after such objections have been

resolved; provided, however, if the closing has not occurred on or before

December 15, 1999, this Agreement shall be terminated. Should the matters

provided in Sections 5 or 6 not be completed on or before the Closing Date,

then the Closing shall be rescheduled for the next business day after

completion of such matters.

B. Unless specifically addressed and amended by this Amendment, all terms

and provisions of the Purchase Agreement shall remain in full force and effect.


C. Terms not otherwise defined herein shall have the meanings set forth

in the Purchase Agreement.


In Witness Whereof, the undersigned have executed this Amendment as of the

date first written above.


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Stephens Group, Inc.,

an Arkansas corporation

By: /s/ David A. Knight

---------------------------------

David A. Knight, Vice President


Acxiom Corporation,

a Delaware corporation

By: /s/ Jerry C. Jones

----------------------------------

Jerry C. Jones, Legal Leader
10

.
FIRST AMENDMENT TO

PURCHASE AND SALE AGREEMENT

BLOCKS 14 AND 15,

POPE'S ADDITION TO THE CITY OF LITTLE ROCK
This First Amendment to Purchase and Sale Agreement ("Amendment") is

executed as of November 15, 1999, by and between Stephens Group, Inc., an

Arkansas corporation ("Seller"), and Acxiom Corporation, a Delaware corporation

("Purchaser").


A. The Purchase and Sale Agreement dated as of October 15, 1999 (the

"Purchase Agreement") between Seller and Purchaser for the purchase and sale of

certain real property located in the City of Little Rock, Pulaski County,

Arkansas, as more particularly described therein, is hereby amended by

substituting January 14, 2000 for November 15, 1999 in the first sentence of

Section 3.1 as the Closing Date. Unless specifically addressed and amended by

this Amendment, all terms and provisions of the Purchase Agreement shall remain

in full force and effect.

B. Terms not otherwise defined herein shall have the meanings set forth

in the Purchase Agreement.

In Witness Whereof, the undersigned have executed this Amendment as of the

date first written above.


Stephens Group, Inc.,

an Arkansas corporation

By: /s/ David A. Knight

--------------------------------

David A. Knight, Vice President

Acxiom Corporation,

a Delaware corporation

By: /s/ Jerry C. Jones

--------------------------------

Jerry C. Jones, Legal Leader






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