Tsx Asset Purchase Agreement 4-12-12

8/2/2019 Tsx Asset Purchase Agreement 4-12-12

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT ("Agreement"), is made and entered into as ofthis day of April, 2012, by and between JRV Consulting, Inc., on behalf of an entity to be formed("Buyer"), the City of Taylor ("Seller"), the Tax Increment Finance Authority of the City of

Taylor, and the City of Taylor Building Authority, (collectively where appropriate the Sellers)

WITNESSETH:

WHEREAS, Sellers either own or have an interest in or financed the construction ofcertain assets as hereinafter defined (collectively Assets), including both developed andundeveloped real estate (collectively Real Estate), related to the business operation commonlyknown as the Taylor Sportsplex (Business).

WHEREAS, Buyer is currently managing/leasing the Business and is desirous of acquiringthe Business and the Real Estate with the intent, under its development plan (Development

Plan), of enhancing its operations and profitability for the benefit of itself and the Seller;

WHEREAS, Buyer, pursuant to the Development Plan, intends on purchasing certainparcels of the Real Estate from Seller with the intent of building a hotel, with one or more otherparties as joint venturers, with the intent of enhancing Business to users outside of theMetropolitan Detroit Area.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants andagreements contained herein and other valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, Seller and Buyer do hereby represent, warrant, covenant and agree asfollows:

ARTICLE I

TERMS OF THE TRANSACTION

1.1 Sale and Purchase of the Assets. Upon the terms and subject to the conditions of thisAgreement, at the Closing Seller shall sell, assign, transfer and deliver to Buyer, and Buyer shallpurchase and acquire from Seller, all of Seller's title and interest in and to the following assets andproperties:

(a) The buildings, structures, facilities, fixtures and improvements on the Real estate;

(b) All inventory and supplies located at the Business (Inventory);

(c) All fixed assets, machinery, equipment, furniture, office equipment, telephone systems,computer systems, used or held for use by Seller at the Business, including all tools,supplies and spare parts;

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(d) The intellectual property presently used or that has been used with respect to theBusiness (including without limitation, business names, business telephones, businesstelephone and fax number, facsimile, and email addresses of the Seller, software used oruseful to the Seller, websites and all technology used or useful to the Seller, includingpatents know-how and trade secrets;

(e) The leasehold interests of Seller as lessee of personal property used in or useful to theBusiness;

(f) Rights under contracts relating to the Business;

(g) Customer lists, files and other business records of the Business;

(h) All insurance policies and performance bonds covering the Assets and any rights andclaims arising from such bonds or policies;

(i) Accounts receivable; and;

(j) Seller's Business as a going concern, including the name Taylor Sportsplex and anyderivations thereof, and any logos.

All of the assets, properties, rights and interests being transferred by Seller to Buyer pursuant tothis Agreement are collectively called the "Assets".

1.2 Sale and Purchase of the Real Estate. Upon the terms and subject to the conditionsof this Agreement, at the Closing Seller shall sell, assign, transfer and deliver to Buyer, or Buyersassignee, and Buyer, or its assignee, shall purchase and acquire from Seller all of Sellers title andinterest in and to the Real Estate as more fully described in Schedule 1.2, together with all of thebuildings, structures, improvements and fixtures erected or located on or attached to the RealEstate.

1.3 Excluded Assets. Seller and Buyer expressly understand and agree that there shallbe excluded from the Assets to be transferred to Buyer all the assets listed on Schedule 1.3. WhileSellers personnel records, operating records, payroll records, correspondence, books, financialrecords, files, minute books and stock records are listed on Schedule 1.3 as excluded assets, Selleragrees to grant Buyer, or its representatives, access to such records upon request for a period of 6years from the Closing Date. Buyer agrees that title to the assets which constitute the current Hallof Fame exhibit (Exhibit) at the Business location shall not transfer to Buyer. Buyer agrees tomaintain the Exhibit in its current form and location and permit Sellers access upon reasonablenotice to hold (Induction Ceremonies) for additional members to the Exhibit at no cost and theplacement of additional plaques. Buyer may charge for any related food services provided toattendees. In the event Buyers use of the Assets and the Real Estate change such that maintainingthe Exhibit is inconsistent with that use, Buyer shall give Seller ninety (90) days written notice toremove the Exhibit. Seller shall maintain appropriate insurance on the assets of the Exhibitcovering all risks of loss.

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1.4 Closing and Closing Date. The sale and purchase of the Assets and Real Estateprovided for in Section 1.1 and 1.2, respectively, (the "Closing") shall be consummated on orbefore August 30, 2012, after the conditions set forth in Articles VI and VII have been satisfied orwaived, at the management offices of the Business, or at such other date and time or such other

place as may be agreed upon by Seller and Buyer (such date and time being herein called the"Closing Date").

1.5 Purchase Price of Assets. In consideration for the purchase of the Assets, Buyershall pay to Seller an aggregate purchase price (the "Purchase Price of Assets") of Six Million and001/00 ($6,000,000.00) Dollars.

1.6 Purchase Price of Real Estate. In consideration for the purchase of the Real Estate,Buyer shall pay to Seller an aggregate purchase price (Purchase Price of Real Estate) of One and00/100 ($1.00) Dollar. Title to the specific parcel of land being purchased hereunder exclusivelyfor the purposes of building a hotel under Buyers Development Plan as specified in Schedule 1.2,

shall revert back to the Seller if the proposed hotel construction is not In Progress within TwentyFour (24) months after the Effective Date (Right of Reversion). For purposes of the foregoing,In Progress shall include pending application for building and development permits for a Ninety(90) or more room hotel, evidence of available financing and approvals from a flag. In addition,if construction is not commenced within Thirty (30) months of the date of Closing, the Seller mayalso exercise its Right of Reversion.

1.7 Payment of Purchase Price of Real Estate. The Purchase Price of Real Estate shallbe paid by the Buyer to Seller at the Closing.

1.8 Payment of Purchase Price of Assets. The Purchase Price of Assets shall be paid byBuyer to Seller at the Closing.

1.9 Liabilities Assumed by Buyer. Buyer shall, upon the terms and subject to theconditions set forth herein, assume at the Closing the following liabilities and obligations of Seller,to the extent the same shall exist on or arise subsequent to the Closing Date:

(a) The obligations of Seller arising after the Closing Date under the contracts andother agreements of Seller listed on Schedule 1.9 hereto; and,

(b) The accounts payable of Seller arising in the ordinary course of business which arelisted and described on Schedule 1.9.

(c) Seller acknowledges that it has certain agreements with various governmentalagencies regarding emergency use of the Real Estate (Government Agreements). Within Ten(10) days of execution of this Agreement, Seller shall provide Buyer with copies of all suchGovernmental Agreements currently in effect, if any. Seller represents and warrants to Buyer that,except with respect to the terms of any Government Agreements provided by Seller to Buyerhereunder, Buyer is not assuming any obligations under any Government Agreements and there are

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no obligations of Seller under any Government Agreements that prevent or preclude the sale of theAssets or the Real Estate. In the event any Government Agreements require Buyer to execute anassignment or continuation agreement with respect thereto, Seller shall arrange for delivery of anysuch agreement to the Buyer, and Buyer agrees that it will continue to allow the Sportsplexbuilding to be used for such purposes, so long as it is still used as an Ice Arena. This obligation

shall survive closing and until termination of any agreements with Wayne County are terminated,run with the Land.

1.10 All of the liabilities and obligations of Seller being assumed by Buyer under thisSection are hereinafter collectively referred to as the "Assumed Liabilities".

1.11 Liabilities Not Assumed by Buyer. Except as otherwise provided in Section 1.9 ,Buyer shall not assume or otherwise be liable for or obligated to pay, perform, discharge orguarantee any liabilities or obligations of Seller, whether accrued, absolute, contingent, known,unknown or otherwise.

1.12 Taxes on Assets. All taxes and assessments which have become a lien upon any ofthe Assets and which are then due as of the Closing Date shall be removed as of the Closing Date;and any and all current taxes, including but not limited to sales and use taxes, income taxes, payrolltaxes and personal property taxes assessed against the Assets shall not be prorated, and Seller shallnot be reimbursed for any of these taxes whether or not deemed prepaid.

1.13 Taxes on Real Estate. All taxes and assessments which have become a lien on theReal Estate and which are then due as of the Closing Date shall be paid and removed as of theClosing Date. All real estate transfer taxes will be paid by the Seller, and recording fees shall bepaid by the Buyer.

1.14 Real Estate. As evidence of marketable title, Seller agrees to provide Buyer withthe following:

(a) At least ten (10) days prior to the Closing Date to furnish Buyer with a commitmentfor title insurance (Commitment) from a title insurance company satisfactory to Buyer, wherebythe title insurance company agrees to issue the title policy which is described in this section;

(b) On the Closing Date cause to be delivered to the Buyer an owners policy of titleinsurance issued by the title insurance company which issued the Commitment in the amount of$6,000,000.00, which shall insure title to the Real Estate (Title Policy); Buyer agrees to pay theadditional title charges related to any necessary or required title endorsements.

(c) At least ten (10) days after execution of this Agreement, deliver to Buyer copies of anyexisting survey of the Real Estate, depicting the Real Estate to be free of encroachments and showthat the improvements located on the Real Estate do not encroach on the property interests ofothers (Survey); and

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(d) At least ten (10) days after execution of this Agreement, deliver to Buyer copies of anyexisting phase one environmental audits of the Real Estate (Environmental Report).

Seller makes no representations or warranties regarding the accuracy of the Survey orEnvironmental Reports. Buyer shall have its own opportunity to order its own Survey and

Environmental Reports and if Buyer has any objections to any of the information contained in theEnvironmental Report, Survey or Commitment, Buyer shall provide to Seller a description of itsobjections, in writing. If the Buyer delivers its written objections to the Seller, Seller shall haveten (10) days in which to cure any such objections. In the event that the Seller shall be unable orunwilling to cure any objections of the Buyer prior to the Closing Date, then the Buyer, may, at theBuyers option, either: (i) terminate this Agreement, or (ii) waive the Sellers failure to cure or thewritten objection of the Buyer and proceed to consummate the transaction contemplated by thisAgreement.

1.15 Deliveries by Seller. In order to effectuate the sale, assignment, transfer andconveyance of the Assets and Real Estate contemplated by this Agreement, at the Closing Seller

shall execute and deliver, or cause to be executed and delivered, to Buyer, all such special warrantydeeds, bills of sale and other instruments and documents of assignment, transfer and conveyance asBuyer shall reasonably deem necessary or appropriate to vest in and confirm to Buyer good andmarketable title to the Assets and Real Estate, including, without limitation, all right, title andinterest therein of Seller, free and clear of any lien or encumbrance, other than the Right ofReversion or the obligations contained in Paragraph 1.9(c). From time to time and at Buyer'srequest, whether at or after the Closing Date, Seller shall execute and deliver such furtherinstruments of conveyance and transfer as may be necessary to convey and transfer title to theAssets and Real Estate to Buyer as contemplated by the terms of this Agreement.

1.16 Deliveries by Buyer. At the Closing, Buyer shall deliver or cause to be delivered toSeller (unless previously delivered) all instruments, documents, agreements, certificates andopinions required to be delivered by Buyer at or prior to the Closing pursuant to this Agreement orotherwise required in connection herewith or reasonably requested by Seller to be delivered byBuyer at or prior to the Closing; including, but not limited to, all payments and documentsevidencing Buyer's assumption of the Assumed Liabilities.

ARTICLE IIREPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

2.1 Organization and Authority; Valid and Binding Agreement. (a) Seller is amunicipality duly organized, validly existing and in good standing under the laws of the State ofMichigan, with full power and authority to conduct its business as presently conducted, to own,lease and operate its assets now owned, leased or used by it, to execute and deliver this Agreementand all of the other agreements and instruments contemplated hereby, to consummate the

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transactions contemplated by this Agreement and to comply with the terms, conditions andprovisions of this Agreement and any ancillary documents.

(b) The execution, delivery and performance of this Agreement and all of the otheragreements and instruments contemplated hereby and the consummation of the transactions

contemplated by this Agreement have been duly authorized by Seller and do not require anyfurther corporate action on the part of Seller.

(c) This Agreement is, and each agreement or instrument of Seller contemplated bythis Agreement, when executed and delivered by Seller in accordance with its terms, will be thelegal, valid and binding agreement of Seller, enforceable against Seller in accordance with itsterms subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar lawsaffecting creditors' rights generally from time to time in effect and to general principles of equity.

2.2 Non-Contravention. The execution and delivery of this Agreement and theconsummation of the transactions contemplated hereby will not result in a breach of any of the

terms and provisions of, or will constitute a default under, or conflict with, (i) Seller's charter,bylaws or other operational documents , (ii) any judgment, decree, order or award of any court ortribunal in any jurisdiction or any federal, state, domestic, foreign or bureau or other governmentalauthority or instrumentality ("Governmental Authority") or arbitrator against Seller, (iii) anystatute or law or any judgment, order, decree, rule or regulation of any court or GovernmentalAuthority or arbitrator ("Applicable Law") to which Seller is subject or by which any of the Assetsor Real Estate may be bound or affected. In addition, neither the execution and delivery of thisAgreement, nor the consummation of the transactions contemplated hereby will conflict with,result in a breach of, constitute a default under, result in the acceleration of, create in any party theright to accelerate, terminate, modify, or cancel, or require any notice under any agreement,contract, lease, license, instrument, or other arrangement to which the Seller is a party or by whichthey are bound or to which any of the Assets or Real Estate are subject (or will result in theimposition of any Security Interest upon any of the Assets or Real Estate). As used in thisAgreement the term "Security Interest" means any mortgage, pledge, lien, encumbrance, charge orother interest securing an obligation of any party.

2.3 Consents and Approvals. No filing with, notification to, no material permit,consent, approval, authorization or action by any Governmental Authority or third party is requiredin connection with the execution, delivery and performance by Seller of this Agreement or any ofthe other agreements or instruments contemplated hereby, or the consummation by Seller of thetransactions contemplated hereby or thereby.

2.4 Ownership of Assets. Seller is the owner of, and has good and marketable title tothe Assets, free and clear of any lien or encumbrance.

2.5 Litigation. There are no actions, suits, proceedings or governmental investigationspending or threatened against Seller, and no outstanding judgment, or order, writ, injunction,decree or award affecting Seller or the Assets or the Real Estate. Seller is not subject to anyoutstanding order of any federal, state, provincial, municipal or other governmental entity, or any

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arbitrator. Seller has not engaged in any practices or course of conduct, or committed any actswhich constitute an unlawful trade practice or which would constitute a violation of federal or stateanti-trust laws and related regulations. The details of all actions or proceedings which arethreatened or pending against the Seller at any time during the term of this Agreement shall bedisclosed to Buyer in writing as soon as possible.

2.6 No Breach. Seller has delivered to Buyer a correct and complete copy of eachwritten agreement listed in Schedule 1.9 and a written summary setting forth the terms andconditions of each oral agreement referred to in such schedule. With respect to each suchagreement the obligations of which Buyer is assuming pursuant to the terms of Section 1.9:

(a) The agreement is legal, valid, binding, enforceable and in full force and effect andwill remain in effect after the closing and transfer of the Assets;

(b) No party has breached or is in default, and no event has occurred which with noticeor lapse of time would constitute a breach or default, or permit termination, modification, or

acceleration under the agreement; and

(c) No party has repudiated any provision of the agreement.

2.7 Disclosure. No representation or warranty contained in this Agreement or in anyagreement or instrument contemplated hereby, and no statement contained in the Exhibits orSchedules hereto or any certificate, document or instruments delivered by Seller pursuant hereto orthereto contains any untrue statement of a material fact or omits to state a material fact necessary inorder to make the statements contained herein or therein, in light of the circumstances under whichthey were made, not misleading.

2.8 Right to Name. To the extent, if any, Seller has rights to the name TaylorSportsplex, Seller assigns all such rights to Buyer hereunder. Notwithstanding the foregoing,Seller makes no representations that it has any rights, of any type or nature, to the name TaylorSportsplex.

ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

3.1 Organization and Authority; Valid and Binding Agreement. (a) Buyer is acorporation duly organized, validly existing and in good standing under the laws of the State of____________, with full corporate power and authority to conduct its business as presentlyconducted, to own, lease or operate its assets and properties now owned, leased or used by it, toexecute and deliver this Agreement and all of the other agreements and instruments contemplatedhereby, to consummate the transactions contemplated hereby and thereby and to comply with theterms, conditions and provisions hereof and thereof.

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(b) The execution, delivery and performance of this Agreement and all of the otheragreements and instruments contemplated hereby and the consummation of the transactionscontemplated hereby and thereby have been duly authorized by Buyer and do not require anyfurther corporate action on the part of Buyer.

(c) This Agreement is, and each other agreement or instrument of Buyer contemplatedhereby, when executed and delivered by Buyer in accordance with the terms thereof, will be, thelegal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with itsterms subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar lawsaffecting creditors' rights generally from time to time in effect and to general principles of equity.

3.2 Non-Contravention. The execution and delivery of this Agreement and theconsummation of the transactions contemplated hereby will not result in a breach of any of theterms and provisions of, or will constitute a default under, or conflict with: (i) Buyer's articles ofincorporation or bylaws, (ii) any judgment, decree, order or award of any GovernmentalAuthority or arbitrator against Buyer, (iii) any Applicable Law to which Buyer is subject, or (iv)

any material agreement binding on Buyer.

3.3 Consents and Approvals. No filing with, notification to, permit, consent, approval,authorization or action by any Governmental Authority or third party is required in connectionwith the execution, delivery and performance by Buyer of this Agreement or any of the otheragreements contemplated hereby, or the consummation by Buyer of the transactions contemplatedhereby or thereby, except where the failure to make such filing, give notice to, or obtain suchpermit, consent, approval, authorization or action would not have a material adverse effect onBuyer, taken as a whole, or prevent or delay the consummation of the transactions contemplatedhereby.

3.4 Disclosure. No representation or warranty contained in this Agreement or in anyagreement or instrument contemplated hereby and no statement contained in the Schedules heretoor any certificate, document or instrument delivered by Buyer pursuant hereto or thereto containsany untrue statement of a material fact or omits to state a material fact necessary in order to makethe statements contained herein or therein, in light of the circumstances under which they weremade, not misleading.

3.5 Litigation. There are no actions, suits, proceedings or governmental investigationspending or threatened against Buyer, and no outstanding judgment, or order, writ, injunction,decree or award affecting Buyer. Buyer is not subject to any outstanding order of any federal,state, provincial, municipal or other governmental entity, or any arbitrator. Buyer has not engagedin any practices or course of conduct, or committed any acts which constitute an unlawful tradepractice or which would constitute a violation of federal or state anti-trust laws and relatedregulations. The details of all actions or proceedings which are threatened or pending against theeither Buyer at any time during the term of this Agreement shall be disclosed to Seller in writing assoon as possible.

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3.6 Condition of Assets and Real Estate. Buyer acknowledges that it is purchasing theReal Estate and Assets in an as is condition and with all faults, including its environmentalcondition and represents and warrants that it is acquiring the Real Estate and the Assets afterundertaking its own independent due diligence and has not relied on any representations orstatements of Seller. Further, Buyer acknowledges that Seller makes no representations regarding

the condition of the Assets or the Real Estate, nor the suitability for its intended use.

ARTICLE IVACTION PRIOR TO THE CLOSING DATE

Buyer and Seller covenant and agree to take the following actions between the date hereofand the Closing Date:

4.1 Preserve Accuracy of Representations and Warranties. Buyer and Seller shall eachrefrain from taking any action which would render any representation or warranty contained inArticle II or III or elsewhere in this Agreement inaccurate as of the Closing Date.

4.2 Risk of Loss. Seller agree that the risk of loss in connection with the Assets and theReal Estate for the period from the date of this Agreement through and including the Closing Dateshall be borne by Seller, and Seller further agree that Buyer shall have the right, at Buyer's solediscretion, to declare this Agreement null and void in the event all or any material portion of theAssets or Real Estate are lost or destroyed for whatever reason.

ARTICLE VADDITIONAL AGREEMENTS

5.1 Expenses of Sale. Except as otherwise provided in this Agreement, Seller andBuyer shall each bear its own direct and indirect expenses incurred in connection with thenegotiation and preparation of this Agreement and the consummation and performance of thetransactions contemplated hereby.

5.2 Broker. Buyer and Seller represent and warrant to each other that no broker, finder,agent or similar intermediary has acted on their behalf in connection with this Agreement or thetransactions contemplated hereby, and that there are no brokerage commissions, finders' fees orsimilar fees or commissions payable in connection therewith based on any agreement, arrangementor understanding or any action taken. Buyer and Seller each agree to indemnify and save the otherharmless from any claim or demand for commissions or other compensation by any broker, finder,agent or similar intermediary claiming to have been employed by or on behalf of Buyer and Seller,and to bear the cost of legal fees and expenses incurred in defending against any such claim.

5.3 Message Board. Buyer shall allow Seller continued reasonable shared access to theelectronic message board currently located on the Real Estate for general municipalannouncements and emergency notifications to the public.

5.4 Lease Payments. Buyer is currently leasing the Business from Seller pursuant to awritten Lease Agreement (Lease). Seller agrees to escrow all monthly rental payments under the

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Lease for the period of May 1, 2012 through August 31, 2012 (Escrowed Payments). In theevent this transaction closes on or before August 31, 2012, the Escrowed Payments shall bedelivered to Buyer at the Closing. In the event this transaction fails to close by August 31, 2012,other than due to a default by Seller, the Escrowed Payments shall be retained by Seller. Uponclosing of this transaction, the Lease shall automatically terminate and Buyer shall have no further

obligations to Seller thereunder.

ARTICLE VICONDITIONS TO OBLIGATIONS OF BUYER

The obligations of Buyer hereunder are subject to the fulfillment prior to or at the Closingof each of the following conditions, any one or more of which may be waived in whole or in partin writing by Buyer:

6.1 Representations and Warranties. The representations and warranties made by

Seller in this Agreement, and the statements of Seller contained in the Schedules hereto or in anyother agreement, instrument or certificate delivered by Seller pursuant to this Agreement shall betrue and correct in all material respects when made and at and as of the Closing Date.

6.2 Performance of Covenants; Due Diligence Investigation. Seller shall haveperformed and complied, in all material respects, with all agreements, covenants, obligations andconditions required by this Agreement to be so performed or complied with by Seller prior to or atthe Closing. Seller acknowledge that Buyer will be conducting its due diligence investigation fromthe date of this Agreement up until ten (10) days of the Closing Date. Thus, Buyers obligation toproceed with the Closing is contingent upon Buyers satisfaction, in its sole and absolutediscretion, with the results of its due diligence investigation of Seller, the Assets and the RealEstate. Seller acknowledges that Buyers failure to obtain any governmental approval, orreasonable assurances that such approval shall be forthcoming, for any portion of BuyersDevelopment Plan, shall be absolute grounds for Buyers election to terminate this Agreement.

6.3 Financing. Seller acknowledges that Buyer is obtaining the Purchase Price for theAssets and the Real Estate through third party financing. Accordingly, Seller acknowledges andagrees that this Agreement, and Buyers obligations to close the transactions contemplated hereby,is strictly contingent on Buyers obtaining financing in the full amount of the Purchase Price ofAssets. This contingency shall terminate not later than August 31, 2012 unless Buyer notifiesSeller of its inability to obtain financing satisfactory to it within its sole discretion within thisperiod.

6.4 Covenant To Cooperate and Not To Compete. Seller understands, acknowledgesand agrees that Buyer is entering into this transaction with the understanding and agreement thatSeller shall reasonably cooperate with Buyers Development Plan, including, without limitation,the construction of a field house and the development of one or more parcels of the Real Estate forthe construction and operation of a hotel (Hotel) in order to service current and future customersof the Business and their guests, and to not compete in any way with the Buyer or the Business so

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long as Buyer is the owner of the Business and the Real Estate. Accordingly, Seller agrees to fullycooperate, within the confines of its municipal authority, and which are in compliance andconsistent with local ordinances, with any and all zoning and rezoning approval requests, set backand other construction code variance approvals requested, and approval of land use requests withrespect to the Real Estate, and to not engage, directly or indirectly, in any competitive business

with the Business or the Hotel. Nothing contained herein shall be deemed to prohibit Seller fromapproving any other development plans in the City in which Seller is not a beneficial ownerthereof, nor from denying any rezoning or variances which do not meet the requirements of theordinances relating to such requests.

ARTICLE VIICONDITIONS TO OBLIGATIONS OF SELLER

The obligations of Seller hereunder are subject to the fulfillment, prior to or at the Closing,of each of the following conditions, all or any of which may be waived in whole or in part in

writing by Seller:

7.1 Representations and Warranties. The representations and warranties made byBuyer in this Agreement, and the statements of Buyer contained in the Exhibits and Scheduleshereto or in any other agreement, instrument or certificate delivered by Buyer pursuant to thisAgreement shall be true and correct in all material respects when made and at and as of the ClosingDate as though made at and as of the Closing Date and except for representations and warrantiesrelating to a time other than the Closing Date which will be true in all material respects as of suchtime.

7.2 Performance of Covenants; Due Diligence Investigation. Buyer shall haveperformed and complied, in all materials respects, with all agreements, covenants, obligations andconditions required by this Agreement to so be performed or complied with by Buyer prior to or atthe Closing.

7.3 Tax-Exempt Status of Outstanding Bonds. Seller shall have received, prior to theclosing date, an opinion of nationally-recognized bond counsel or a letter from the InternalRevenue Service that the sale of the Assets and Real Estate as set forth in this Agreement shall notadversely affect the tax-exempt status of the outstanding bonds issued by the Tax IncrementFinance Authority of the City of Taylor and City of Taylor Building Authority to finance theacquisition and construction of the assets.

7.4 Governmental Resolutions. This Agreement is further subject to the receipt of aresolution approving this Purchase Agreement and the Sale of the Real Estate and Assets of theSeller hereto prior to May 15, 2012.

ARTICLE VIIIINDEMNIFICATION

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8.1 Indemnification by Seller. Seller agrees to indemnify and hold harmless Buyer andits subsidiaries, affiliates, successors and assigns from and against any and all (i) liabilities, losses,costs or damages ("Loss") and (ii) actual attorneys' fees and expenses, court costs and all otherreasonable out-of-pocket expenses ("Expense") incurred in connection with or arising from: (a)any material inaccuracy in or breach or nonperformance of any representation, warranty, covenant

or agreement contained in this Agreement or in any certificate, document or instrument deliveredpursuant to this Agreement or in any certificate, document, or instrument delivered pursuant to thisAgreement; or (b) any liability or obligation of Seller other than the Assumed Liabilities; or (c) anyaction, suit, proceeding, demand or judgment arising out of or attributable to any of the foregoing.

8.2 Indemnification by Buyer. Buyer agrees to indemnify and hold harmless Seller andits affiliates, successors and assigns from and against any and all Loss and Expense incurred bySeller and its affiliates, successors and assigns in connection with or arising from: (a) any materialbreach of or inaccuracy in any representation, warranty, covenant or agreement of Buyer containedin this Agreement or in any certificate, document or instrument delivered pursuant to thisAgreement; (b) any Assumed Liability; or (c) any action, suit, proceeding, demand or judgment

arising out of or attributable to any of the foregoing.

ARTICLE IXTERMINATION AND DEFAULT

9.1 Termination of Agreement. This Agreement may be terminated at any time prior tothe Closing:

(a) By mutual written agreement of Buyer and Seller;

(b) By Buyer, if any of the conditions set forth in Article VI shall have becomeincapable of fulfillment and shall not have been waived by Buyer;

(c) By Seller, if any of the conditions set forth in Article VII shall have becomeincapable of fulfillment and shall not have been waived by Seller;

(d) By either Buyer or Seller if the Closing shall not have occurred on or beforeAugust 30, 2012, unless such failure to close shall be due to a breach of this Agreement by theparty seeking to terminate the Agreement pursuant to this section; or

(e) If a federal or state court of competent jurisdiction shall permanently enjoin theconsummation of the transactions contemplated hereby and such injunction shall be final andnonappealable.

9.2 Effect of Termination. In the event of termination of this Agreement as providedabove, which event is not a result of a breach of this Agreement by a party, there shall be noliability on the part of any party hereto (or any of their respective officers, directors or affiliates).In the event of termination of this Agreement as provided above, which event is a result of a breach

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of this Agreement by a party, the non-breaching party may elect to pursue any remedy, at law or inequity, including but not limited to a suit for specific performance.

9.3 Default. If any party to this Agreement defaults in its obligations under thisAgreement, and the default cannot be cured within the period provided in this Agreement or within

a reasonable period of time, then the non-defaulting party may elect to pursue any remedy, at lawor in equity, including but not limited to a suit for specific performance.

ARTICLE XMISCELLANEOUS

10.1 Survival of Representations, Warranties, and Post Closing Obligations. Allrepresentations, warranties, and post closing obligations of Seller and Buyer contained in thisAgreement or in any agreement or instrument contemplated hereby or in any certificate delivered

pursuant hereto or thereto shall survive the execution and delivery hereof and the Closing.

10.2 Further Assurances. From time to time, at the request of any party hereto andwithout further consideration, the other party will execute and deliver to such requesting party suchdocuments and take such other action (but without incurring any material financial obligation) assuch requesting party may reasonably request in order to consummate more effectively thetransactions contemplated hereby.

10.3 Binding Effect; Assignment. This Agreement and all the provisions hereof shall bebinding upon and inure to the benefit of the parties hereto and their respective successors andpermitted assigns. Nothing in this Agreement, expressed or implied, is intended or shall beconstrued to confer upon any person other than the parties and their respective successors andpermitted assigns any right, remedy or claim under or by reason of this Agreement. Neither thisAgreement nor any right or obligation hereunder shall be assigned by any party hereto without theprior written consent of the other parties, provided, that Buyer shall have the right at any time toassign its rights, duties and obligations under the terms of this Agreement to an affiliate entitycontrolled by Buyer or one or more of the shareholders of Buyer.

10.4 Entire Agreement. This Agreement and the Schedules and Exhibits and the otheragreements, instruments and writings referred to herein or delivered pursuant hereto contain theentire understanding of the parties with respect to its subject matter. This Agreement supersedesall prior agreements and understandings between the parties with respect to its subject matter.

10.5 Amendment, Extension and Waiver. The parties may amend this Agreement at anytime by an instrument in writing signed on behalf of such parties. Any agreement on the part of aparty hereto to any waiver of compliance with any of the agreements or conditions containedherein shall be valid only if set forth in an instrument in writing signed on behalf of such party. Nodelay on the part of either party in exercising any right, power or privilege hereunder shall operateas a waiver thereof, nor shall any waiver on the part of either party of any such right, power or

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privilege, or any single or partial exercise of any such right, power or privilege, preclude anyfurther exercise thereof or the exercise of any other such right, power or privilege.

10.6 Headings. The Article and Section headings contained in this Agreement are forreference purposes only and will not affect in any way the meaning or interpretation of this

Agreement.

10.7 Notices. All notices, claims, certificates, requests, demands and othercommunications hereunder shall be in writing (whether by letter, telecopy, telex or othercommercially reasonable means of written communication) and will be deemed to have been dulygiven upon receipt as follows:

(a) If to Seller:City of Taylor23555 Goddard RoadTaylor, MI 48180

with a copy to:

Neil S. Silver, EsquirePorritt, Kecskes, Silver & Gadd, P.C.621 South Main StreetPlymouth, MI 48170

(b) If to Buyer:

___________________________________________________________________________

with a copy to:

Ronald S. ThompsonMorello Law Group, P.C.41000 West Seven Mile, Ste. 200Northville, MI 48167

or to such other address as the person to whom notice is to be given may have previouslyfurnished to the other in writing in the manner set forth above.

10.8 Governing Law. This Agreement will be governed by, and construed andenforced in accordance with, the laws of the State of Michigan.

10.9 Severability. If any term, provision, covenant or restriction of thisAgreement is held by a court of competent jurisdiction to be invalid, void or unenforceable,

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the remainder of the terms, provisions, covenants and restrictions of this Agreement shallremain in full force and effect and shall in no way be affected, impaired or invalidated.

10.10 Exhibits and Schedules. All Schedules and Exhibits are incorporated in andmade a part of this Agreement.

IN WITNESS WHEREOF, this Agreement has been duly executed and deliveredby the parties who are individuals and by the duly authorized officers of the corporateparties as of the date first above written.

JRV CONSULTING, INC., CITY OF TAYLOR On behalf of an entity to be formed

By: By:

Title: Title:

Date: Date:

TAX INCREMENTFINANCING AUTHORITY OF THE CITY OF TAYLOR

By:

Title:

Date:

CITY OF TAYLOR BUILDING AUTHORITY

By:

Title:

Date:

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Documents

Tsx Asset Purchase Agreement 4-12-12