Dril-Quip(DRQ)2025-05-06 20:31Agreement Details - The agreement is made between INNOVEX INTERNATIONAL, INC. and BIG ACQUISITIONS LLC as of April 21, 2025[2]. - Purchaser agrees to purchase the Property from Seller for a specified Price, subject to adjustments[7]. - Purchaser must deposit Earnest Money within three business days after the Effective Date, along with a nonrefundable amount of $100[8]. - The closing date is defined as fifteen (15) days after the diligence date, which is eighty-five (85) days after the effective date[106]. - The purchase price for the property is set at $95 million[116]. - The earnest money for the transaction is set at $1,000,000.00[107]. Seller Obligations - Seller shall convey fee simple title to the Real Property to Purchaser, subject only to Permitted Title Exceptions[15]. - Seller must discharge any consensual mortgages or liens prior to the Closing Date[19]. - Seller is duly organized and authorized to transact business in the state where the Real Property is located[21]. - Seller's execution of the Agreement does not breach any other agreements or violate any laws[22]. - Seller has not received any written notice of violations regarding the Real Property, ensuring compliance with fire, health, safety, and environmental laws[24]. - Seller confirms that all Licenses and Warranties are in full force and effect, with no defaults reported[27]. - No judgments or decrees affecting the Property are unpaid or unsatisfied, ensuring clear title and operational stability[28]. - Seller and controlling persons are not included on any Government List, indicating compliance with regulatory standards[30]. - Seller must maintain insurance coverage at levels ordinarily maintained prior to the Closing Date[53]. - The Seller is responsible for all real estate taxes and special assessments due and payable on or before the Closing Date[65]. - The seller must provide written notice regarding any underground or aboveground storage tanks prior to closing[93]. - The seller is required to deliver a statutory notice related to the tax rate and bonded indebtedness of any utility district prior to final execution of the agreement[94]. Purchaser Rights and Responsibilities - Purchaser has the right to conduct investigations and evaluations of the Property until the Closing Date[10]. - Purchaser can terminate the Agreement if it decides not to pursue the acquisition by notifying Seller before the Diligence Date[14]. - Purchaser has conducted investigations of the Property and will rely solely on its own findings, accepting the Property "as-is"[40]. - Purchaser must notify Seller of any material misrepresentation within two business days of discovery, ensuring timely communication[32]. - The Purchaser's obligations are contingent upon the Seller fully performing all material obligations under the agreement without any existing defaults[47]. - The Purchaser has the right to terminate the agreement if any conditions precedent are not satisfied prior to the Closing Date[49]. - The Purchaser will assume responsibility for all expenses attributable to the period after the Closing Date, including utilities and service contracts[67]. - Purchaser may assign rights to an affiliated entity without Seller's consent, provided written notice is given[74]. Property Condition and Liabilities - Seller disclaims any representations regarding the operational performance or income potential of the Property, limiting liability[41]. - The property contains approximately 1,158,368 square feet of rentable space in total[106]. - The property is conveyed "as is," with no warranties regarding its condition or suitability for any particular purpose[137]. - The seller is not liable for the accuracy or completeness of the reports provided to the purchaser[127]. Dispute Resolution and Indemnification - In the event of a dispute, the escrowee has the right to hold the earnest money until the dispute is resolved[101]. - Each party must indemnify the other against claims for brokerage fees not covered by their respective brokers[75]. - The agreement stipulates that the seller and purchaser jointly indemnify the escrowee against any liabilities incurred[103]. Miscellaneous Provisions - Notices must be in writing and can be delivered via hand, courier, certified mail, or electronic mail[76]. - The Agreement is governed by the laws of the state where the Real Property is located[79]. - The agreement includes provisions for statutory disclosures required by Texas law[92]. - The agreement includes provisions for the delivery of property documents within five days following the effective date[112]. - The transaction includes various property documents, including title policies and reports related to the property[126]. - The seller has disclosed certain title exceptions in the Title Commitment[116]. - The Lease will provide for one right to extend the lease term for an additional six consecutive calendar months[45]. - Seller will pay a gross rent of $650,000 per month under the lease agreement, which will commence on the Closing Date and expire on December 31, 2025[45]. Termination Rights - Purchaser can terminate the Agreement if property damage exceeds $750,000 due to fire or other casualties[69]. - If damage is $750,000 or less, Purchaser will receive a credit against the Price equal to the insurance deductible[69]. - Purchaser can terminate the Agreement if any condemnation proceedings are initiated prior to the Closing Date[71]. - Seller must notify Purchaser of any condemnation proceedings within 48 hours of receipt[71]. - If Purchaser defaults and does not cure within 5 days, Seller can retain the Earnest Money as the sole remedy[72]. - If Seller defaults and does not cure within 5 days, Purchaser can either terminate the Agreement or compel Seller to perform[72].