AGREEMENT OF SALE
THIS AGREEMENT made this 29th day of April, 1997, by and between 0000
XXXXXX XXXX ASSOCIATES, a Pennsylvania partnership ("Seller") and MADISON BANK
SHARES GROUP, LTD., or its assignee or nominee (the "Purchaser").
W I T N E S S E T H:
1. Sale of Premises. Seller agrees to sell and convey to Purchaser, and
Purchaser agrees to purchase from Seller all that certain parcel of land situate
on the northwest corner of the intersection of Rhawn Street and Verree Road in
City of Philadelphia, Pennsylvania, known as 0000 Xxxxxx Xxxx containing
approximately 20,000 +- square feet, as shown on the Site Plan dated June 27,
1994, last revised October 18, 1994 (the "Premises"), prepared by Architectural
Management, Inc., and approved pursuant to Philadelphia Department of Licenses
and Inspection, Permit No. 417725 which has been previously delivered to
Purchaser, permitting the construction of a two-story building with a 1,500
square foot first floor for use as a bank branch, 1,000 square foot second floor
offices, 1,500 square foot basement and parking lot for 25 cars ("Site Plan")
and all the right, title and interest of Seller in and to the following:
(a) options, rights, easements, rights-of-way, ways, waters,
privileges and appurtenances and rights to the same belonging to and/or inuring
to the benefit of the Seller and/or the Premises;
(b) any land lying in the beds of any street, road or avenue, opened
or proposed, in front of or adjoining said Premises; and
(c) the Site Plan and all municipal, county, state and federal
permits, approvals and development agreements with respect to same.
2. Purchase Price.
(a) Price. The purchase price f or the Premises (the "Purchase
Price") shall be Two Hundred Fifty Thousand Dollars ($250,000.00).
(b) Payment. The Purchase Price shall be payable as follows:
(i) Twenty-five Thousand Dollars ($25,000.00) by Purchaser's
plain check upon execution hereof to be held in escrow as
set forth below; and
(ii) the balance at Closing in certified check, bank check, wire
transfer or title company check.
(c) Deposit. All monies to be paid by Purchaser in accordance with
Paragraph 2(b)(i) (the "Deposit") shall be placed and held in an
interest-bearing savings account by LaBrum & Xxxx (hereinafter "Escrow Holder")
and disbursed in accordance with the laws of the Commonwealth of Pennsylvania
and the provisions of this Agreement. At Closing, the Deposit and the interest
accrued thereon shall be applied on account of the Purchase Price.
3. Title.
(a) Condition. Title to the Premises shall be: (a) good and
marketable and free and clear of all liens, assessments, restrictions,
encumbrances, easements, leases, tenancies and covenants, and (b) insurable as
aforesaid at regular standard rates by a reputable title insurance company to be
selected by Purchaser, pursuant to an ALTA Owner's Policy of Title Insurance
Form B.
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(b) Defective Title. If title to the Premises cannot be conveyed to
Purchaser at the time and date of Closing hereunder in accordance with the
requirements of this Agreement for reasons currently unknown to Seller, then, in
addition to all other remedies provided by law, including the right to specific
performance, Purchaser shall have the option of:
(i) taking such title as Seller can cause to be conveyed with a
reasonable and appropriate abatement of the Purchase Price,
whereupon the parties hereto shall consummate this
transaction and the relevant provisions relating to the
condition of title shall be deemed waived by Purchaser; or
(ii) terminating this Agreement by giving written notice to
Seller, whereupon Escrow Agent shall return the Deposit plus
accrued interest thereon to Purchaser, and Seller shall
immediately reimburse Purchaser for all costs incurred by
Purchaser with respect to this transaction, including title
company fees, loan and/or mortgage application fees,
appraisal fees, legal fees, and expenses incurred for all
tests and studies. Upon payment of the foregoing, Purchaser
shall turn over to Seller plans, applications, studies,
permits and the like which it has obtained relating to the
Premises. Thereafter, this Agreement shall be null and void
and neither party shall have any further liability or
obligation hereunder.
4. Closing. Closing hereunder shall take place on or before sixty (60)
days from the date of this Agreement at the offices of Wisler, Pearlstine,
Xxxxxx, Xxxxx, Xxxxxxx and Potash, LLP.
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If all conditions and contingencies set forth herein have not been satisfied
or waived by such date, Purchaser may, by written notice to Seller, extend
the Closing for an additional period of time in order to secure the
satisfaction of all such conditions but not to exceed 30 days.
5. Provisions with Respect to Closing. At Closing hereunder:
(a) Delivery by Seller. Seller shall deliver to Purchaser the
following:
(i) Deed. A special Warranty Deed to the Premises prepared by
Purchaser duly executed and acknowledged by Seller and in
proper recordable form.
(ii) Possession. Actual, sole and exclusive physical possession
of the Premises, unoccupied and free and clear of any
leases, claims to or rights of possession..
(iii) Title Company Affidavits. Such resolutions,
certificates or other documents as Purchaser's title
company shall require to evidence the due authorization
of the execution and performance of this Agreement and
the documents to be delivered pursuant hereto,
including the customary form of said title company's
Seller's Affidavit.
(iv) Agreements, Plans and Permits. All easement agreements,
development agreements, permits, evidence of approvals,
proof of payment of all required fees for use and
development of the Premises, executed assignments of all its
right, title and interest thereto.
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(v) Additional Instruments. Such further documents or
instruments in form suitable for recording, if appropriate,
as may be deemed reasonably necessary by Purchaser to
effectuate the provisions hereof.
(b) Transfer Taxes. All realty transfer taxes imposed on or arising
in connection with this transaction shall be borne equally by Seller and
Purchaser.
(c) Water and Sewer. Water and sewer rental (if any) and all other
apportionable charges shall be adjusted as of the date of Closing on a per them
basis, and such apportionments shall be made, where applicable, with relation to
the fiscal year of the taxing authority.
(d) Real Estate Taxes. All real estate taxes shall be adjusted as of
the date of Closing hereunder on a per them basis, and such apportionments shall
be made, where applicable, with relation to the fiscal year of the taxing
authority.
6. Delivery of Plans and Tests. Upon execution hereof Seller shall turn
over to Purchaser copies of all currently existing studies, plans, tests,
surveys and any other materials relevant to the physical condition of the
Premises which are in the possession of Seller or Seller's agents or
representatives.
7. Condemnation. Seller represents that it has not received any notice
of any condemnation proceedings or other proceedings in the nature of eminent
domain in connection with the Premises. In the event of the taking by eminent
domain proceedings of any part of the Premises which would preclude hinder or
render more costly the full completion by Purchaser of its planned development
of the Premises or upon the commencement of any such proceeding, at any time
prior to the time and date Closing is completed hereunder, Purchaser shall have
the right, at Purchaser"s
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sole option, to terminate this Agreement. If the Agreement is so terminated,
Escrow Agent shall return to Purchaser the Deposit plus interest, this
Agreement shall thereupon become null and void, and thereafter neither party
shall have any further liability or obligation hereunder. If Purchaser does
not so terminate this Agreement, the Purchase Price for the Premises shall be
reduced by the total of any awards or other proceeds received by Seller prior
to Closing with respect to any taking. At Closing, Seller shall assign to
Purchaser all rights of Seller in and to any other awards or proceeds payable
after Closing by reason of any taking. Seller agrees to notify Purchaser of
any eminent domain proceeding within five (5) days after Seller learns of any
such proceeding and, in order to exercise its right of termination, Purchaser
must so notify Seller within thirty (30) days after Purchaser receives such
notice.
8. Assessments. Seller shall be responsible to pay for all assessments
levied against the Premises on or before the date of this Agreement, or levied
against the Premises after the date of this Agreement by reason of work
commenced or completed on or before the date of this Agreement. If Closing is
completed hereunder by Purchaser, Purchaser shall be responsible to pay for all
assessments levied against the Premises after the date of this Agreement by
reason of work commenced after such date. However, if Closing does not take
place for any reason whatsoever, Purchaser shall have no liability or obligation
to pay for such assessments. If at the time and date of Closing hereunder, the
Premises, or any portion thereof, shall be affected by any assessments which is
required to be paid by Seller by the provisions of this paragraph and which is
or may be payable in annual or other installments of which the first installment
is then a lien or has been paid, then for the purpose of this Agreement, all of
the unpaid installments of any such assessments
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including those which become due and payable after Closing hereunder shall
be deemed to be due and payable and liened upon the Premises and shall be
paid and discharged by Seller at such Closing.
9. Seller's Warranties and Representations. Seller, to induce Purchaser
to enter into this Agreement and to purchase the Premises, warrants and
represents to Purchaser that the following matters are true as of the date
hereof and shall be true as of the date of Closing hereunder:
(a) There are no leases, tenancies, licenses or other rights of
occupancy or use for any portion of the Premises in effect as of the date of
this Agreement. Seller agrees not to enter into any lease, license or agreement
for the occupancy or use of any portion of the Premises after the date of this
Agreement without Purchaser's written consent.
(b) No assessments for public improvements have been made against the
Premises which remain unpaid and Seller has no knowledge and has received no
notice of any proposed assessment for public improvements or of any proposed
public improvements for which an assessment may be levied against the Premises.
(c) There are no outstanding violations of any federal, state, county
or municipal law, ordinance, order, regulation or requirement affecting any
portion of the Premises, and no written notice of any such violation has been
issued by any governmental or quasi-governmental authority. In the event that
any such notice is received by Seller after the date of this Agreement, Seller
shall promptly notify Purchaser and afford Purchaser full opportunity, with
Seller's cooperation, to contest such action or to initiate or participate in
such proceedings as Purchaser may deem necessary or desirable to protect
Purchaser's interests.
(d) There is no suit, action, or proceeding pending or threatened
against or affecting Seller or the Premises before or by any court,
administrative agency or other governmental
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or quasi-governmental authority, or which brings into question the validity
of this Agreement or this transaction or which could adversely affect title
to, or the development, use and enjoyment of, or value of the Premises.
(e) Seller has not engaged in any financing transaction which would
increase the real estate transfer taxes over the standard percentage due in a
real estate transfer.
(f) Seller has full power and authority to enter into and fulfill
Seller's obligations under this Agreement and the execution, delivery and
performance of this Agreement by the Seller constitutes a valid and binding
obligation of the Seller enforceable in accordance with its terms. No consent,
waiver, or approval by any other parties is required in connection with the
execution and delivery by the Seller of this Agreement or with the performance
by the Seller of its obligations hereunder or any instrument contemplated
hereby. The execution, delivery and performance by Seller of its obligations
under this Agreement will not conflict with or result in a breach of, or
constitute a default under, any of the provisions of any law, governmental rule,
regulations, judgment, decree or order by which the Seller is bound, or by any
of the provisions of any contract to which the Seller is a party or by which the
Seller is bound or, if Seller is not an individual, by the Seller's partnership
agreement or corporate charter or by-laws.
(g) This Agreement and Seller's obligations hereunder are legal,
valid and binding obligations of Seller, enforceable in accordance with their
terms, and there are no claims or defenses, personal or otherwise, or offsets
whatsoever to the enforceability or validity of this Agreement.
(h) The Premises is located in an R-5 District, and Seller knows of
no pending amendments to the pertinent sections of the zoning, subdivision or
development ordinances of City or County of Philadelphia ("City") as of the date
hereof.
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(i) Seller has not entered into any outstanding open space, "clean
and green", Act 515, Act 319 or any other pay-back agreements, covenants or
otherwise, applicable to or relating to the Premises. In the event Seller or
any predecessor in title has entered into any such agreements or covenants, all
roll-back taxes assessed against the Premises by virtue of the development or
Purchaser's intended use of the Premises and all interest and penalties shall be
borne by and be the responsibility of Seller and be paid at Closing.
(j) Except as may be delineated on the Site Plan, the Premises is not
located in a flood plain or other area designated by any governmental agency as
wetlands.
(k) Seller has as of the date of the Agreement, and will have as of
the date of the Closing, good, marketable and indefeasible title to the Premises
subject only to the matters set forth in this Agreement.
(l) To Seller's knowledge, there are no Hazardous Substances (as
defined below) stored, used or present in, or at the Premises. The Premises has
never been used by the Seller, or to Seller's knowledge, by any previous owners
or operators, to refine, produce, store, handle, transfer, process or transport
Hazardous Substances. To Seller's knowledge, there has been no Release (as
defined below), actual or threatened, of any Hazardous Substances by Seller or
any other party including owners or operators of adjacent property at on, over,
into, through or from the Premises. To Seller's knowledge, there has been no
Release of any Hazardous Substances for which Seller (or, to Seller's knowledge,
its predecessor in interest or successor in interest) is or may be liable.
Seller has not violated any Environmental Law in the use or occupancy of the
Premises. To Seller's knowledge, there have been no air emissions, or
discharges to surface waters or groundwaters, of Hazardous Substances which have
occurred prior to the date hereof. For purposes of this
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Agreement, each of the terms "Release", "Environmental Law" and "Hazardous
Substance" shall be defined as follows:
(i) "Hazardous Substance" means any substance presently listed,
defined, designated or classified hazardous, toxic,
radioactive or dangerous, or otherwise regulated, under any
Environmental Law, whether by type or by quantity, including
any material containing any such substance as a component.
Hazardous Substance include without limitation petroleum or
any derivative or by-product thereof, asbestos, radioactive
material, and polychlorinate biphenyls;
(ii) "Environmental Law" means any federal, state or local law,
statute, ordinance, rule, regulation, code license, permit,
authorization, approval, consent order, judgment, decree,
injunction or agreement by or with any governmental entity
relating to (1) the protection, preservation or restoration
of the environment (including, without limitation, air,
water vapor, surface water, groundwater, drinking water
supply, surface soil, subsurface soil, plant and animal life
or any other natural resource), and/or (2) the use, storage,
recycling, treatment, generation transportation, processing,
handling, labeling, production, release or disposal of
Hazardous Substances. The term Environmental Law includes
without limitation: (1) the Comprehensive Environmental
Response, Compensation and Liability Act, as amended, 42
U.S.C. Section 9601, et seq.; the Resource
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Conservation and Recovery Act, as amended, 42 U.S.C.
Section 6901, et seq.; the Clean Air Act, as amended, 42
U.S.C. Section 7401, et seq.; the Federal Water Pollution
Control Act, as amended, 33 U.S.C. Section 1251, et seq.;
the Toxic Substances Control Act, as amended 15 U.S.C.
Section 9601, et seq.; the Emergency Planning and
Community Right to Know Act, 42 U.S.C. Section 11001, et
seq.; the Safe Drinking Water Act, 42 U.S.C Section
300(f), et seq.; and all comparable state and local laws,
and (2) any common law (including without limitation
common law that may impose strict liability) that may
impose liability or obligations for injuries or damages
due to, or threatened as a result of, the presence of or
exposure to any Hazardous Substance;
(iii) "Release" means the releasing, spilling, leaking,
discharging, disposing, discarding or dumping of any
Hazardous Substance from, on, into or about the
Premises.
(m) To Seller's knowledge, there are no above ground or underground
storage tanks, vessels or related equipment or containers located on the
Premises that are subject to federal, state or local laws, statutes, rules,
regulations or ordinances.
(n) Seller has submitted plans to the City for the development of the
Premises as described on the Site Plan and on page 1 hereof. With respect
thereto, Seller makes the following warranties and representations:
(i) Seller has obtained final, irrevocable, unconditional,
uncontestable and unappealable approval from the City, and
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all other applicable federal, state and local governing
bodies or agencies ("Governmental Authorities"), for a
variance from R-5 zoning, with all appeal periods having
lapsed and no appeals pending, to lawfully develop the
Premises and construct the building, all as shown on the
Site Plan. Any conditions upon the Site Plan and to the
above-described approval by all Governmental Authorities
will be satisfied by Seller prior to Closing. The Site Plan
approval does not require the making of any off-site
improvements as a condition to the issuance of any building
permits. Notwithstanding the foregoing, it is understood
that Seller's approval expires after one (1) year from its
issuance date which was February 3, 1997 if Purchaser fails
to commence construction within such period.
(ii) At Closing, Seller shall assign to Purchaser, for no
additional consideration, all plans, permits, approvals and
easements which Seller has obtained and which relate to the
Premises and further, shall cooperate with Purchaser in
transferring any permits or approvals held in Seller's name
to Purchaser. Seller shall also fully cooperate with
Purchaser as necessary for Purchaser to secure all other
approvals and permits required, including the building
permit from all Governmental Authorities and shall provide
full and free access to the site as necessary therefor.
Seller warrants to Purchaser that no later than the date of
Closing all plans, permits and approvals related to the
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Premises shall have been paid for in full by Seller. This
warranty shall survive settlement.
(iii) Seller has paid all fees and costs associated with the
approvals described herein including reviewing and
engineering fees of Governmental Authorities, impact,
open space, park and recreation, sewer connection and
equivalent dwelling unit fees, contributions for traffic
devices and costs associated with public improvements and
has posted all required financial security.
(iv) If any Governmental Authority declares or effects (whether
it be a de jure, de facto or otherwise) any moratorium on,
or any other impediment to, the issuance or use of permits
required for construction of the building as described
above, or shall in any other way prohibit or impair
Purchaser in any respect f rom or render more costly the
construction of the building, and/or permitting the
occupancy of, any of the building, then Purchaser shall have
the right, at Purchaser's election, to extend all affected
election and/or performance dates as necessary or to
terminate this Agreement in whole or in part as to the
affected units. In the event this Agreement is terminated
pursuant to this paragraph, the Escrow Holder shall
immediately return the Deposit to the Purchaser.
(o) The representations and warranties set forth in this Agreement do
not contain any untrue statement of material fact or omit to state a material
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fact necessary in order to make such representations and warranties and
information, in light of the circumstances under which they have been made, not
misleading, and Seller has not withheld from Purchaser its knowledge of any
material fact or event that has occurred or is about to occur regarding the
Premises which has had or, so far as it can reasonably foresee, will have an
adverse affect on the Premises.
(p) Seller shall not enter into any agreement or contract affecting
the Premises nor shall Seller grant any easement or further encumber the
Premises without the prior written consent of the Purchaser.
(q) Seller knows of no impediment, restriction or circumstance which
would preclude or render unreasonably expensive or burdensome, the application
for or the pursuit or receipt of all required approvals and permits from all
Governmental Authorities for the development of the Premises as described in the
Site Plan or as such Site Plan is proposed to be modified by Madison.
10. Contingencies. Notwithstanding anything contained herein to the
contrary, Purchaser's obligation to close hereunder is contingent upon the
satisfaction of each of the following conditions, any of which may be waived by
Purchaser:
(i) This Agreement and the development and occupancy of the Premises
by Purchaser as described herein, has been approved by certain
regulatory agencies from whom Purchaser is required to seek
approval being the Commonwealth of Pennsylvania Department of
Banking and the Federal Reserve Board.
(ii) The approval, without the imposition of any additional
conditions, by all required Governmental Authorities of an
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amendment to the Site Plan to be filed by Purchaser at its cost,
changing the building to a one-story bank branch of at least
1,800 square feet with appropriate reduction in required parking.
(iii) The assignment of the Site Plan, all permits and approvals as
described above to Purchaser and the approval by City or the
appropriate Governmental Authority of Purchaser as the substitute
developer of the Premises, if required.
(iv) The receipt by Purchaser of all final, irrevocable,
unconditional, uncontestable and unappealable permits, licenses,
certificates and approvals including a building permit from all
Governmental Authorities, with all appeal periods having lapsed
and no appeals pending, to lawfully develop the Premises and
construct the building as described in the Site Plan, modified as
provided above.
(v) The receipt by Purchaser of all necessary easements, permits and
approvals to allow the connection of the proposed building to be
constructed upon the Premises with all required water, sanitary
sewer, storm sewer, gas, electric and other required utilities.
(vi) All the warranties and representations by Seller as set forth in
this Agreement shall be true and correct at and as of the Closing
date in all respects as though such warranties and
representations were made both at and as of the date of this
Agreement and at and as of the Closing date.
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(vii) No representation, statement or warranty by Seller contained
in this Agreement or in any exhibit attached hereto contains
or will contain any untrue statement or omits or will omit a
material fact necessary to make the statement of fact
therein recited not misleading.
(viii) Seller shall have performed, observed and complied with all
covenants, agreements and conditions required by this Agreement
to be performed, observed and complied with prior to or as of the
date of Closing.
(ix) Seller shall have complied with all the corporate formalities and
state law requirements required to execute this Agreement and
sell the Premises.
(x) None of the approvals or permits required by Purchaser as
described above shall be encumbered by any unreasonable,
burdensome or otherwise unacceptable conditions or require the
expenditure of monies in an amount deemed unacceptable by
Purchaser.
11. Indemnification. The Seller agrees to indemnify and hold harmless
Purchaser against any and all losses, costs, expenses, claims, damages or
liabilities (including the amount of any settlement and any expenses incurred in
enforcing this Agreement), which Purchaser may suffer, incur or become subject
to, and to reimburse Purchaser for any legal, engineering or other expenses
incurred by it in connection with the investigation of any claims and the
defense of any actions, insofar as such losses, costs, expenses, claims,
damages, liabilities or actions arise out of or are based upon (i) any false,
misleading or untrue warranty or representation, intentional or unintentional,
or the breach of any warranty or representation made by Seller; (ii) any breach
or default in performance by Seller of any of its covenants or agreements with
Purchaser contained herein; and
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(iii) any claims against the Purchaser with respect to the Premises for
expenses, costs, damages or contribution under any Environmental Law based on
any Release, presence or storage of Hazardous Substances which Release,
presence or storage occurred prior to Closing whether known or unknown to
Seller.
12. Seller's Default. Notwithstanding anything contained in this
Agreement to the contrary, in the event that Seller fails to close, or otherwise
fails to comply with its obligations hereunder the remedies of Purchaser shall
not be limited and Purchaser shall be entitled to such remedies as Purchaser may
have at law or in equity, including specific performance, and damages shall
include the amount of all expenses incurred by Purchaser in connection with the
proposed purchase, including, but not limited to, appraisal costs, engineering,
legal, accounting, consultant fees and survey costs and any other costs and
expenses incurred. In the event of default by Seller, Purchaser may require the
Escrow Agent to return the Deposit, and interest accrued thereon, to the
Purchaser in addition to any other remedies.
13. Purchaser's Default. Should Purchaser fail to complete Closing in
default of its obligations hereunder, after written notice and the expiration of
a 30-day cure period, the Deposit and all accrued interest thereon shall be paid
to Seller as liquidated damages (which shall be Seller's sole and exclusive
remedy). Upon such payment, this Agreement shall be null and void, and,
thereafter, neither party shall have any further liability or obligation
hereunder. In the event of a bona fide dispute between the parties hereto with
respect to the disposition of the Deposit, the Escrow Holder shall continue to
hold the Deposit until the issue 'is resolved by agreement or by court decision,
or the Escrow Holder may pay the Deposit over to a court of competent
jurisdiction.
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14. Notices. All notices, statements, demands, requests, consents,
communications and certificates from either party to the other shall be made in
writing and sent by United States certified mail, return receipt requested,
postage prepaid, or by express mail by reputable carrier, delivered to
addressee, addressed as follows:
To the Seller at: c/o Fasy Realtors
Xxxxx Xxxxxx xxx Xxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
and
Xxxx Xxxxxxx
0000 Xxxxxx Xxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
With a copy to: Xxxxx 0. Xxxxxx, Esquire
0000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxxxxx, XX 00000-0000
To the Purchaser at: Madison Bank
0000 Xxxxxx Xxxxxxx Xxxx
Xxxx Xxxx, XX 00000
With a copy to: Xxxxxxx X'Xxxxxxxx, Esquire
Wisler, Pearlstine, Xxxxxx,
Xxxxx, Xxxxxxx & Potash, LLP
Office Court at Xxxxxx Point
000 Xxxxxxxxxx Xxxx
Xxxx Xxxx, XX 00000
or such other addresses either party may from time to time direct by service of
notice on the other party as provided above. All such notices shall be deemed
to have been sufficiently given for all purposes hereof on the date of proper
mailing thereof and may be given on behalf of either party by its counsel.
15. Waiver of Tender. Formal tender of an executed deed and 'the purchase
money are hereby waived.
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16. Assignment - Nominee. Purchaser shall be permitted to assign this
Agreement or any of its rights hereunder, or to name nominees to take title to
the Premises, or any portion or portions thereof; however, until Closing is
completed Purchaser shall remain liable for all provisions, conducts and
obligations imposed on Purchaser by this Agreement.
17. Brokerage. Seller and Purchaser represent and warrant that neither
has dealt with any broker, agent, finder or other intermediary who is entitled
to receive a commission or other. payment in connection with the conveyance of
the Premises under this Agreement and each agrees to indemnify and hold the
other harmless from any breach of this paragraph. Any commission owed to Xxxxx
X. Xxxxx Real Estate shall be paid by Seller at Closing.
18. Time of Essence. Time, wherever mentioned herein, shall be of the
essence of this Agreement.
19. Entire Agreement. This Agreement shall be binding upon and inure to
the benefit of Seller and Purchaser and their respective successors and/or
assigns. This is the entire Agreement between the parties hereto with respect
to the purchase and sale of the Premises and there are no other terms,
covenants, conditions, obligations, warranties, representations or
statements, oral or otherwise, of any kind whatsoever other than those which
are set forth herein. Any agreement hereafter made shall be ineffective to
change, modify, discharge or effect an abandonment of this Agreement in whole
or in part unless such agreement is in writing and signed by the party
against whom enforcement of the change, modification, discharge or
abandonment is sought. This Agreement may be executed in one or more
counterparts.
20. Survival of Warranties. Notwithstanding any presumption to the
contrary, all warranties, representations and conditions contained in this
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Agreement, which, by their nature, impliedly or expressly, involve performance,
in any particular, after Closing, or which cannot be ascertained to have been
fully performed until after Closing shall survive settlement and not merge into
the deed. This provision shall be effective as to all such warranties,
representations and conditions.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
or partners to duly execute this Agreement as of the day and year first above
written.
SELLER:
0000 XXXXXX XXXX ASSOCIATES
By:_____________________________________
________________________________________
PURCHASER:
MADISON BANK SHARES GROUP, LTD.
By:_____________________________________
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JOINDER BY ESCROW HOLDER
The Undersigned, as Escrow Agent hereunder, hereby acknowledges receipt of
the Deposit and agrees to hold it in accordance with the terms hereof.
__________________________________
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