Innovex International, Inc.(INVX) - 2025 Q1 - Quarterly Results

Agreement 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, amounting to $100.00 in addition to the Earnest Money[8]. - The Earnest Money is set at $1,000,000.00[107]. - The Closing Date is defined as fifteen (15) days after the Diligence Date[106]. - The purchase price for the property is set at $95 million[116]. Property Investigations and Conditions - Purchaser has the right to conduct investigations and evaluations of the Property until the Diligence Date[10]. - Purchaser acknowledges that the Property is being taken "as-is," with all faults and conditions, limiting Seller's liability[41]. - Seller disclaims any representations regarding the operational performance or income potential of the Property, emphasizing the need for Purchaser's own assessments[41]. - Seller must maintain operations of the Property in compliance with all laws and provide regular upkeep and maintenance until the Closing Date[53]. - The property is conveyed "as is," with no warranties regarding its condition or suitability for specific purposes[137]. Seller Representations and Obligations - Seller shall convey fee simple title to the Real Property via a recordable special warranty deed, subject to Permitted Title Exceptions[15]. - Seller represents that there are no persons in possession of the Real Property, except for Seller[20]. - 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]. - There are no existing or pending condemnations or limitations affecting the use of the Real Property[25]. - 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 no legal impediments to the transaction[28]. - Seller and its controlling persons are not included on any Government List, indicating compliance with regulatory standards[30]. - The Seller must provide copies of quarterly operating statements for the year to date and the prior three calendar years[132]. Purchaser Rights and Obligations - Purchaser can terminate the Agreement if they decide not to pursue the acquisition by notifying Seller before 11:59 p.m. on the Diligence Date[14]. - The Purchaser's obligations are contingent upon the Seller's full and timely performance of all material obligations under the agreement, ensuring no defaults exist[47]. - Purchaser has conducted or will conduct necessary investigations of the Property prior to closing, ensuring due diligence[40]. - Purchaser must provide written notice of any material misrepresentation within two business days of discovery, ensuring timely communication[32]. - Purchaser has the right to terminate the agreement if any conditions precedent are not satisfied prior to the Closing Date[49]. - Purchaser may assign rights to an affiliated entity without Seller's consent, provided written notice is given[74]. Termination and Default Provisions - 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 cannot terminate but 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 of such notification[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, Purchaser can either terminate the Agreement and receive Earnest Money back or compel Seller to perform[72]. Financial and Tax Responsibilities - Real estate taxes and assessments for the year of Closing will be prorated, with the Seller responsible for taxes up to the Closing Date and the Purchaser for taxes thereafter[65]. - The purchaser acknowledges the assumption of all ad valorem taxes for the current and subsequent years[138]. Escrow and Indemnification - Escrowee will hold and disburse the Earnest Money according to the terms outlined in the Agreement[96]. - Seller and Purchaser will share litigation costs related to the Earnest Money, with the losing party bearing all expenses[102]. - The Agreement specifies that all costs incurred by Escrowee in performing its duties will be split equally between Seller and Purchaser[102]. - The parties agree to indemnify Escrowee against liabilities incurred in connection with the Agreement, except for gross negligence[103]. - The Agreement outlines the responsibilities of Escrowee, which are limited to acting as a depository for the Earnest Money[98]. Legal and Regulatory Compliance - 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 definition of "Force Majeure" includes various events such as natural disasters and pandemics, which may affect transaction timelines[35]. Property Description - The Building contains approximately 1,158,368 square feet of rentable space[106]. - The property includes all rights, title, and interest in real property, appurtenances, licenses, warranties, and tangible personal property[112]. - The property is subject to various easement agreements and governmental agency agreements related to its development and operation[130]. - The agreement includes provisions for permitted title exceptions as disclosed in the title commitment[116]. - The seller's broker is KBC Advisors, while the purchaser's broker is CBRE[113]. - The agreement outlines the responsibilities of both parties regarding property evaluations and financing arrangements[112].