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THIS AGREEMENT, made this Day of September, 2002 ("Agreement"), between GENERAL FINANCIAL SERVICES, INC. , a Kansas Corporation having an address at 8441 E. 32nd Street North, Wichita, Kansas 67226 or its assigns, ("Seller"), and ________________ ____________________________________, a _______________________, with a mailing address of ________________________________________ ("Buyer"). The Effective Date of this Agreement shall be ________________________, 2002 W-I-T-N-E-S-S-E-T-H: WHEREAS, Seller is the owner of that certain tract, piece or parcel of land comprising approximately __________ acres a street address of ______________________, East Granby, Connecticut, more particularly described as set forth in Exhibit "A", attached hereto, (such land, together with the buildings and all other improvements thereon and all right, title and interest of Seller in and to any streets, alleys or public ways adjacent to such land and all easements and other appurtenances, collectively called the "Property"); and WHEREAS, Seller desires to sell the Property to Buyer and Buyer desires to purchase the Property from Seller, all upon and subject to the terms, conditions, covenants and provisions, and for the price, hereinafter set forth. NOW, THEREFORE, for and in consideration of the premises, the terms, covenants and conditions herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows: 1. Agreement to Purchase and Sell. Seller, in consideration of the payment of the purchase price and the performance by Buyer of the agreements of Buyer hereinafter contained, agrees to sell and convey the Property to Buyer, and Buyer, in consideration of the performance of the agreements of Seller and in reliance upon the representations, warranties and covenants of Seller herein contained, agrees to buy and pay for the Property. 2. Purchase Price. The purchase price ("Purchase Price") to be paid by Buyer to Seller for the Property shall be Purchaser’s auction bid of ________________________ Thousand Dollars ($________,________.00) plus a 7% Buyer’s Premium in the amount of _____________________ Thousand Dollars ($_____,_____) for a total Purchase Price of __________________________ _________________________________________________ Dollars ($_______, _______.___).
The Purchase Price shall be payable as follows: 2.1 An earnest money deposit of Fifteen Thousand Dollars ($15,000.00) per parcel, to be delivered by Buyer promptly upon the mutual execution and delivery of this Agreement. 2.2 Buyer shall deliver to the Closing Agent at the Closing (as hereinafter defined) the balance of the entire Purchase Price, as altered by adjustments, prorations or otherwise as contemplated by this Agreement, by wire transfer or certified funds for the account of the Closing Agent one day prior to closing. 3. Closing The consummation of the transaction contemplated hereby (the "Closing") shall take place at 10:00 a.m. at the offices of the Closing Agent forty-five (45) days after the Effective Date (the "Closing Date"), or at such other time and place on which Buyer and Seller may agree. 4. Warranties, Representations and Covenants. 4.1 Seller represents and warrants to and covenants as of the date of this Agreement, except where specific reference is made to another date or dates, in which case such date or dates will be applicable hereunder, that: 4.1.1 Seller is a corporation, duly organized, validly existing and in good standing under the laws of the State of Kansas. 4.1.2 All necessary action has been taken by Seller with respect to the execution and delivery of this Agreement and the performance by Seller of its obligations hereunder. 4.1.3 This Agreement has been executed and delivered by Seller and constitutes the valid and binding agreement of Seller, enforceable in accordance with its terms, and there are no consents of any third party required for the consummation of the transaction contemplated herein. 4.1.4 Seller has good, marketable and insurable fee simple title to, and is the owner of, the Property, and Seller's ownership of the Property is free and clear of all liens, claims, encumbrances, covenants, conditions, rights-of-way, easements and any other matters affecting title except those appearing in the public records of county where the Property is situated or Title Exceptions set forth in Section 5 herein. 4.1.5 Certain public utilities are available at the public road near the Property. 4.1.6 From and after the date hereof, Seller shall not grant any lease, license, easement or any other right to use or occupy all or any portion of the Property. 4.1.7 There are now outstanding no rights or options to purchase (and no rights of first offer, first refusal or any similar right) respecting all or any part of the Property, and there are now outstanding no options to lease, license or use all or any part of the Property. 4.1.8 There are no actions, suits, proceedings, orders, writs, judgments, rulings, decrees or injunctions, governmental or otherwise, pending or threatened against or affecting the Property, and there are no actions, suits or proceedings pending, contemplated or threatened by Seller in connection with the Property including, without limitation, tax reduction proceedings, from and after the date hereof, and Seller shall not commence or allow to be commenced on its behalf any action, suit or proceeding with respect to the Property or any part thereof without Buyer's consent. 4.1.9 Seller shall not suffer or permit any default to exist or occur on the part of Seller under any instrument to which Seller is party and which affects the Property or any part thereof. 4.1.10 Seller has not received and has no knowledge of any notice or request from any governmental or quasi-governmental entity requesting the performance of any work on or about the Property. 4.1.11 Seller has no knowledge of any pending or contemplated condemnation of the Property or any part thereof. 4.2 Buyer represents and warrants to and covenants and agrees with Seller the following as of the date of this Agreement: 4.2.1 Buyer, if it is a corporation or limited liability company, is in good standing and registered to do business in the under the laws of the state of the location of the Property. 4.2.2 All necessary action has been taken by Buyer with respect to the execution and delivery of this Agreement and the performance by Buyer of his or its obligations hereunder. 4.2.3 This Agreement has been executed and delivered on behalf of Buyer and constitutes the valid and binding agreement of Buyer, enforceable in accordance with its terms, and there are no consents of any third party required for the consummation of the transaction contemplated herein. 4.2.4 Buyer has performed or waived all necessary inspections, inquiries, tests and consultation with experts concerning the legal and physical aspects of the Property, its improvement and property surrounding the Property. Buyer, whether individually or in its corporate capacity and on behalf of its successors, assigns and representatives, waives all claims, actions, losses, damages, penalties, judgments, repairs, remediation, suits costs and expenses, including attorneys fees, arising directly or indirectly, out of (a) the presence, generation, disposal, release, escape, leakage or cleanup of any Hazardous Materials (as hereinafter defined); (b) the migration of Hazardous Materials to or from the Property; (c) transportation of Hazardous Materials to or from the Property or (d) changes to the physical condition of the Property, its improvements or surrounding property. Hazardous Materials shall be defined to include, but not be limited to, (i) any chemical, material or substance, pollutants, contaminants, toxic substances, wastes or gaseous products as defined or identified by any applicable local, state or federal environmental protection statute, law or regulation; (ii) petroleum or petroleum products; (iii) radon gas, polychlorinated biphenyls (PCBs), asbestos in any form or any amount; and (iv) any other substance whose presence constitutes a violation of any law generally described above, without limitation. 5. Obligations of Seller and Buyer Prior to Closing. 5.1 Title Commitment. Seller shall cooperate with Buyer to obtain commitment for an owner's policy of title insurance issued by any title company in connection with the purchase of the Property by Buyer (the "Title Commitment"). Buyer shall obtain said title commitment within Seven (7) days of the Effective Date of this Agreement. 5.1.1 Within Three (3) days after the title commitment has been issued to Buyer, Buyer shall give notice to Seller of any title defects or encumbrances appearing in the title commitment and/or the Survey to which Buyer objects and prohibit the conveyance of Insurable Title by Seller. All matters to which Buyer does not object or which Buyer agrees to accept shall be the "Permitted Exceptions". 5.1.2 If Buyer shall object to any such defects or encumbrances, then Seller shall have the right, upon notice to Buyer given not later than five (5) days after the date of Buyer's objection notice, to adjourn the Closing Date for a period not to exceed thirty (30) days, during which period Seller shall endeavor to cure such objections. In this regard, any action by Seller resulting in the omission of any of such alleged defects or encumbrances from the Title Commitment shall be deemed a cure. 5.1.3 In the event that Seller shall attempt to effect a cure, and if for any reason whatsoever, any or all of the such defects or encumbrances precluding conveyance of Insurable Title pursuant to Section 5.2 below are not cured within such thirty (30) day period, Seller shall give notice thereof to Buyer and Buyer shall, within ten (10) days after receiving such notice, give notice to Seller electing whether to cancel and terminate this Agreement or to waive any alleged defect or encumbrance without compensation and without warranty by or recourse against Seller, and Buyer shall take title to the Property "AS IS" at a closing which shall occur within Five (5) days of Buyer's election to take title to the Property. 5.1.4 In the event that Buyer shall cancel this Agreement pursuant to Section 5.1.3, and upon the return of the Earnest Money Deposit to Buyer, this Agreement shall be and become null and void and of no force or effect whatsoever, and neither party shall have any claim against the other for such cancellation. 5.2 Title Conveyed and Exceptions. The Property and title shall be conveyed to and accepted by the Buyer as a licensed and reputable title insurance company would insure in accordance with its standard form of title policy ("Insurable Title") and further subject to the matters provided in this Agreement, including: (A) Building lines, if established, zoning and building regulations, and any and all provisions of any ordinance, governmental regulation or public or private law affecting said Property. (B) Property taxes accruing after the current fiscal year, commencing with the tax payment and/or assessment or installment thereof next due after the date of Closing, which Buyer shall by acceptance of the deed, assume and agree to pay, subject to adjustment as hereinbefore stated. (C) Any riparian rights of others in any stream or body of water adjoining or passing through said Property. (D) Any and all assessments which may, on or after the date hereof, be levied against or become a lien on said Property for any municipal improvements hereafter made. (E) The rights of current tenants pursuant to those leases currently in effect, copies of which have been provided to Buyer. (F) The state of facts shown on an accurate survey of the Property. (G) Any covenants, easements and restrictions of record, which do not materially and adversely affect the use or marketability of the Property. 5.3 Survey Buyer, at its own expense may have access to the Property prior to Closing to perform a survey of the Property showing the boundaries and total square footage of the Property, any and all improvements located on the Property, all easements, roads, railroads, rights-of-way, access to and from the Property, all set-back lines, protrusions, encroachments by or onto the Property, encumbrances, dimensions and utilities (and utilities in adjacent rights of way). 5.4 Tax Statements Buyer acknowledges that Buyer has copies, or has access to copies, of real estate tax statements and notices pertaining to all or any part of the Property for the current and immediate past fiscal tax years.
6. Buyer’s Investigation and Acceptance of Property "AS IS".
6.1 BUYER REPRESENTS TO SELLER THAT BUYER HAS SUBSTANTIAL EXPERIENCE AND EXPERTISE IN THE ACQUISITION OF REAL PROPERTY. BUYER EXPRESSLY ACKNOWLEDGES AND AGREES, AND REPRESENTS AND WARRANTS TO SELLER, THAT BUYER IS FULLY CAPABLE OF EVALUATING AND HAS EVALUATED THE PROPERTY’S SUITABILITY FOR BUYER'S INTENDED USE THEREOF, AND IS PURCHASING THE PROPERTY WITH ALL DEFECTS IN "AS IS, WHERE IS" CONDITION AND WITH ALL FAULTS. BUYER'S DECISION TO PURCHASE THE PROPERTY IS NOT BASED ON ANY COVENANT, WARRANTY, PROMISE, AGREEMENT, GUARANTY, OR REPRESENTATION BY SELLER OR AGENT OR REPRESENTATIVE OF SELLER AS TO CONDITION, PHYSICAL OR OTHERWISE, TITLE, LEASES, RENTS, REVENUES, INCOME, EXPENSES, OPERATION, ZONING OR OTHER REGULATION, COMPLIANCE WITH LAW, SUITABILITY FOR PARTICULAR PURPOSES OR ANY OTHER MATTER WHATSOEVER EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN, NEITHER SELLER NOR ANY AGENT OR REPRESENTATIVE OF SELLER HAS MADE, AND BUYER SPECIFICALLY WAIVES AND RELINQUISHES ALL RIGHTS, PRIVILEGES AND CLAIMS ARISING OUT OF, ANY ALLEGED REPRESENTATIONS, WARRANTIES (INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WHICH MAY HAVE BEEN MADE OR GIVEN, OR WHICH MAY BE DEEMED TO HAVE BEEN MADE OR GIVEN, BY SELLERS OR ANY AGENT OR REPRESENTATIVE OF SELLERS, AS TO, CONCERNING OR WITH RESPECT TO (I) THE VALUE OF THE PROPERTY; (II) THE INCOME DERIVED OR TO BE DERIVED FROM THE PROPERTY; (III) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON, INCLUDING THE POSSIBILITIES FOR FUTURE DEVELOPMENT OF THE PROPERTY; (IV) THE FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE; (V) THE MANNER OR QUALITY OF REPAIR, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY; (VI) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING WITHOUT LIMITATION, SOILS CONDITION, ANY GRADING OR OTHER WORK PERFORMED ON OR WITH RESPECT TO THE PROPERTY, AND THE GEOLOGICAL CONDITION OF THE PROPERTY; (VII) THE COMPLIANCE OF OR BY THE PROPERTY OR THEIR OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (VIII) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY; (IX) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATION, ORDERS OR REQUIREMENTS, INCLUDING BUT NOT LIMITED TO, TITLE III OF THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT, THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 CFR PART 261, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, THE RESOURCES CONSERVATION AND RECOVERY ACT OF 1976, THE CLEAN WATER ACT, THE SAFE DRINKING WATER ACT, THE HAZARDOUS MATERIALS TRANSPORTATION ACT, THE TOXIC SUBSTANCE CONTROL ACT, AS ANY OF THE FOREGOING MAY BE AMENDED FROM TIME TO TIME AND REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING FROM TIME TO TIME; (X) THE PRESENCE, SUSPECTED PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER, OR ADJACENT TO THE PROPERTY; (XI) THE CONTENT, COMPLETENESS OR ACCURACY OF THE STUDY MATERIALS; (XII) THE CONFORMITY OF THE REAL PROPERTY TO PAST, CURRENT OR FUTURE APPLICABLE ZONING OR BUILDING REQUIREMENTS; (XIII) DEFICIENCY OF ANY UNDERSHORING; (XIV) DEFICIENCY OF ANY DRAINAGE; (XV) THE FACT THAT THE REAL PROPERTY MAY BE LOCATED ON OR NEAR EARTHQUAKE FAULTS OR IN SEISMIC HAZARD ZONES; (XVI) THE EXISTENCE OR NON-EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY; OR (XVII) ANY OTHER MATTER CONCERNING THE NATURE OR CONDITION OF THE PROPERTY, PHYSICAL OR OTHERWISE. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THE PURCHASE PRICE OF THE PROPERTY REFLECTS THE PARTIES AGREEMENT TO CONVEY THE PROPERTY ON AN "AS IS, WHERE IS" BASIS AND BUYER HAS SPECIFICALLY AGREED TO DO SO IN ORDER TO INDUCE SELLERS TO ENTER INTO THIS AGREEMENT. BUYER FURTHER ACKNOWLEDGES THAT SELLERS ARE NOT LIABLE FOR AND SHALL NOT BE BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY CONSULTANT, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON EMPLOYED OR CONNECTED IN ANY WAY WITH SELLER. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS, WHERE IS" CONDITION AND BASIS WITH ALL FAULTS, AND SUBJECT TO ALL LAWS, REGULATIONS OR RESTRICTIONS GOVERNING OR LIMITING THE DEVELOPMENT, USE OR OPERATION OF THE PROPERTY OR THE BUSINESS, AND THAT SELLERS HAVE NO OBLIGATIONS TO MAKE REPAIRS, REPLACEMENTS OR IMPROVEMENTS OF ANY KIND.
7. Seller's Obligations at Closing. At the Closing, Seller will perform the following: 7.1 Deliver to Buyer a quick claim deed conveying the Property with Insurable Title and subject to the Permitted Exceptions (which shall in no event appear in the deed), duly signed and acknowledged by Seller, in recordable form acceptable to Buyer’s title insurance company. 7.2 Take all actions as may be necessary to comply with Sections 897 and 1445 of the Internal Revenue Code of 1954, as amended, and any rules, regulations and orders promulgated thereunder. 8. Buyer's Obligations at the Closing. At the Closing, Buyer will deliver to the Closing Agent for the benefit of Seller, the Purchase Price. 9. Transfer and Other Taxes. Buyer will pay any and all transfer taxes, documentary stamp taxes, sales taxes, gains taxes and, except as otherwise specifically set forth herein, all other taxes, fees, charges and expenses incurred or payable with respect to the transfer of the Property to Buyer. 10. Costs of Recording. Seller will pay for recording the quick claim warranty deed and other documents (excepting any documents related to any financing undertaken by Buyer) to be recorded to cure any title defects that are the responsibility of Seller. 11. Default If Buyer shall fail or refuse to close, as provided under the terms of this Agreement, without fault of Seller after three (3) days' notice from Seller to Buyer (and Buyer's failure or refusal to close within such three (3) day period), the Seller may remedy such breach by terminating this Agreement and retaining the Earnest Money Deposit or seeking any available remedy under the law including, but not limited to, specific performance of this Agreement and recovery of its damages, costs, reasonable attorneys fees, marketing expenses and auctioneers fees. If Seller shall default under the terms of this Agreement, Seller shall return the Earnest Money Deposit to Buyer in which event this Agreement shall be deemed to be canceled upon Buyer's receipt of the Earnest Money Deposit and Seller shall have no further liability to Buyer. In the event of any legal action concerning the enforcement of the terms of this Agreement, breach or default thereof, the prevailing party shall be entitled, in addition to any actual damages, its reasonable attorneys fees, litigation expenses, costs and such other relief as the court deems proper. 12. Notices. All notices, demands and requests which may be given or which are required to be given by either party must be in writing and sent by United States Mail, certified return receipt requested, postage prepaid (or any nationally reputable overnight delivery service, prepaid), addressed to the party at its addressees set forth above. Notices, demands and requests made by Buyer or Seller in the manner so prescribed shall be deemed sufficiently served or given for all purposes hereunder at the time such notice, demand or request is delivered or when delivery is rejected by the recipient. 13. Buyer's Access to the Property Prior to Closing. Buyer and his agents, contractors and invitees shall have the right to enter onto the Property from time to time for the purpose of inspecting the Property and making such investigations and tests (including, without limitation, test borings) as Buyer may require in his discretion. Buyer shall indemnify, defend and hold harmless Seller against any loss, claim, liability, damage or injury to person or property arising from any inspection or investigation of the Property or any part thereof performed by Buyer or Buyer's agents. 14. Brokers. Buyer and Seller each represent and warrant to the other that there are no brokers or other parties entitled to any brokerage or sales commissions or finder’s fees in connection with the sale of the Property by Seller to Buyer. Each party hereto agrees to indemnify, defend and hold the other party hereto harmless from any and all costs, expenses, liabilities, claims and fees arising out of any commission or finder's fee claimed through such party. 15. Further Assurances. In addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered by Seller and Buyer, Seller and Buyer agree to perform, execute and/or deliver at the Closing or after the Closing any and all such further acts, deeds and assurances as may be required to consummate the transactions contemplated hereby. 16. Survival of Closing. The representations, covenants and agreements contained herein shall survive the Closing and shall remain in full force and effect thereafter. 17. Successors and Assigns. This Agreement is binding upon and will inure to the benefit of the parties hereto and their respective heirs, successors and assigns. 18. Number and Gender. Whenever the singular number is used, and when required by context, the same includes the plural, and the masculine gender includes the feminine and neuter genders, and vice versa, and the word "person" includes corporation, firm, association or other entity. 19. Prorations. All ad valorem and similar real estate taxes and assessments relating to the Property shall be prorated between Seller and Buyer as of 12:01 a.m. on the Closing Date, based on assessments and rates for the current fiscal tax year, with the result that Seller shall pay for those taxes attributable to the period of time prior to the Closing Date and Buyer shall pay for those taxes and assessments attributable to the period of time commencing with the Closing Date. 20. Counterparts. This Agreement may be executed in several counterparts, each of which is deemed an original. Such counterparts shall constitute but one and the same instrument. 21. Governing Law; Choice of Forum. This Agreement shall be governed by and construed in accordance with the local law of the State of Connecticut, and any suit to enforce any rights hereunder, or for the interpretation of any of the provisions of this Agreement, or for damages or any other relief arising from or in connection with this Agreement, shall be filed in and only in the United States District Court, Hartford Connecticut, unless the amount in controversy does not meet the jurisdictional threshold, then in such case, the state court of general jurisdiction in the county where the Property is situate. Buyer and Seller each hereby consent to the jurisdiction of such court over each of them and over the subject matter hereof. 22. Entire Agreement: Severability. This Agreement embodies the entire Agreement between the parties relative to the subject matter hereof and there are no oral or other agreements existing between the parties relative to the subject matter hereof which are not expressly set forth herein and covered hereby. This Agreement may be amended only by an instrument in writing signed by all parties hereto. The invalidity or unenforceability of any term or provision of this Agreement or the non-application of such term or provision to any person or circumstance shall not impair or affect the remainder of this Agreement, its application to other persons and circumstances and the remaining terms and provisions hereof shall not be invalidated but shall remain in full force and effect. 23. Captions. The captions in this Agreement and in the exhibits hereto are for convenience only and shall not be construed to be a part of or affect the construction or interpretation of any provision of this Agreement or such exhibits. 24. Assignment. Except without the prior written consent of Seller, the Buyer may not assign his rights under this Agreement to any other person or entity. In the event Seller consents to such an assignment the Buyer shall remain liable hereunder. 25. Seller's Right To Exchange Property. 25.1 Seller shall have the right at or prior to Closing to elect to exchange the Property for any other property (the "Exchange Property") pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended. 25.2 Seller acknowledges and agrees that Buyer shall not incur any additional liability as a result of the provisions of this Section and Seller agrees to indemnify, defend and hold Buyer harmless from any such additional liability. Buyer shall cooperate with Seller in the accomplishment of the purposes of the exchange and requirements thereto. IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of the day and year first above written.
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By_________________________________________ x____________________________ ___________________________________________ x____________________________
GENERAL FINANCIAL SERVICES, INC.
By________________________________________ x____________________________
x____________________________
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