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Bogota Financial (BSBK) - 2024 Q4 - Annual Results
BSBKBogota Financial (BSBK)2025-02-18 21:26

Purchase Price and Deposit - The Purchase Price for the Property is set at an amount specified in Section 4.1, with a Deposit of 50,000requiredwithinfiveBusinessDaysaftertheEffectiveDate[35].−TheDepositwillbeallocatedperPropertyasdetailedinExhibitA,andincludesanIndependentConsiderationof50,000 required within five Business Days after the Effective Date[35]. - The Deposit will be allocated per Property as detailed in Exhibit A, and includes an Independent Consideration of 100 that is non-refundable[35]. - The purchase price for the Property is 12,540,000.00,whichwillbeallocatedasspecifiedinEXHIBITA[37].AgreementDatesandConditions−TheEffectiveDateoftheAgreementisNovember15,2024[9].−TheClosingDatewillbedeterminedasprovidedinSection9.1oftheAgreement[8].−Buyerhasa45−dayinspectionperiodtoterminatetheAgreement,withaone−timeextensionoptionofupto30days[44].−BuyermayterminatetheAgreementifanyconditionsprecedentarenotsatisfiedorwaivedinwriting[45].−TheClosingDatewillbeautomaticallyextendedtoallowalltimeperiodsinSection5.2(b)torunfully[40].BuyerandSellerResponsibilities−TheBuyerisrequiredtoexecuteanddelivernecessarynoticesforthedisbursementoftheDepositbytheEscrowAgent[35].−SellerisrequiredtocureallMandatoryCureItemsbeforeClosing[39].−Buyerisresponsibleforallinspectioncostsandmustmaintainliabilityinsuranceofatleast12,540,000.00, which will be allocated as specified in EXHIBIT A[37]. Agreement Dates and Conditions - The Effective Date of the Agreement is November 15, 2024[9]. - The Closing Date will be determined as provided in Section 9.1 of the Agreement[8]. - Buyer has a 45-day inspection period to terminate the Agreement, with a one-time extension option of up to 30 days[44]. - Buyer may terminate the Agreement if any conditions precedent are not satisfied or waived in writing[45]. - The Closing Date will be automatically extended to allow all time periods in Section 5.2(b) to run fully[40]. Buyer and Seller Responsibilities - The Buyer is required to execute and deliver necessary notices for the disbursement of the Deposit by the Escrow Agent[35]. - Seller is required to cure all Mandatory Cure Items before Closing[39]. - Buyer is responsible for all inspection costs and must maintain liability insurance of at least 1,000,000.00 for bodily injury and property damage[41]. - Seller must deliver a completed "know your customer" application at least seven days prior to Closing[45]. - Seller must maintain all improvements and operate the property consistently with prior practices until closing[11][65]. Title and Property Condition - Seller has good, insurable, and marketable fee simple title to the Property, free and clear of all liens and encumbrances[8]. - Buyer acknowledges that the Property is purchased in "as is" condition, including environmental conditions[46]. - All due and payable taxes, assessments, water charges, and sewer charges affecting the Property have been paid[48]. - Seller has received no notice of any contemplated or actual reassessment of the Property for general real estate tax purposes[48]. - No hazardous substances have been used or disposed of in or from the Property by Seller[49]. Legal and Compliance Matters - The Agreement includes provisions for Environmental Matters and Hazardous Substances as defined in Sections 11 and 16[11][16]. - Seller has complied with all applicable laws affecting the Property related to subdivision[49]. - The agreement is governed by the laws of the State of New Jersey, with any legal action to be brought in the Superior Court of New Jersey[17][71]. - The Seller, Bogota Savings Bank, is involved in a sale-leaseback transaction, ensuring compliance with ASC 606-10-25-30 requirements[78]. Indemnification and Liability - Both parties agree to indemnify each other for any losses incurred due to untrue representations regarding the employment of real estate brokers[15][68]. - The aggregate liability of the Seller is limited to $250,000.00, excluding certain obligations under specified sections[77]. Miscellaneous Provisions - The Agreement emphasizes that time is of the essence, indicating strict adherence to timelines[28]. - The Seller is prohibited from soliciting other offers for the Property while the Agreement is in effect[76]. - The Agreement allows for execution in counterparts, with electronic signatures considered valid[26]. - Any amendments to the Agreement must be in writing and executed by the party against whom enforcement is sought[22]. - The Agreement includes a clause for severability, ensuring that if any provision is invalid, the remainder remains effective[27].