ASSET PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this “Agreement” ) is made and effective as of the
Execution Date and is by and between SILVERLEAF RESORTS, INC., a Texas corporation ( “Purchaser” )
and THE FITZPATRICK FAMILY LIMITED PARTNERSHIP, a Florida limited partnership ( “Seller” ).
This Agreement is made on the basis of the following facts:
Seller is the owner of the Assets commonly known as the Pinnacle Lodge located in the Town of Fraser,
Grand County, Colorado. Subject to the terms and conditions hereinafter set forth, Seller desires to sell and
Purchaser desires to purchase the Pinnacle Lodge.
On the basis of the foregoing facts, Seller and Purchaser agree as follows:
For the purposes of this Agreement, the following words and terms shall have the meanings set forth
"Assets" - collectively, the Real Property and the Personal Property.
“Closing” - as defined in Section 8.1 .
“Closing Date” - as defined in Section 8.1 .
“Cut-Off Time” - as defined in Section 8.3 .
“Deposit” - as defined in subsection 2.2(a) .
“Execution Date” - the latest date of execution of this Agreement by both Purchaser and
"Improvements" - any existing buildings, improvements, structures, parking facilities or
fixtures placed, constructed, installed or located on or as part of the Land, and all plants, trees, and other
appurtenances located upon, over or under the Land.
“Inspection Period” - as defined in subsection 3.4(b) .
“Land” - The real property described as Tract B-1, CLAYTON SUBDIVISION,
according to the plat thereof filed October 24, 1986, at Reception No. 249237, EXCEPT that portion conveyed
to the Town of Fraser in Deed recorded January 17, 1992, in Book 491 at Page 659, County of Grand, State of
Colorado, together with all reversions, remainders, easements, rights-of-way,