REAL ESTATE SALE AGREEMENT
THIS REAL ESTATE SALE AGREEMENT (hereinafter sometimes referred to as
the "Agreement") is made this 2nd day of February, 2000, by and between EAST
XXXXXX REALTY ASSOCIATES, L.L.C., a limited liability company of the State of
New Jersey, having an address at 00 Xxx Xxxxxx, P. O. Xxx 0000, Xxxxxxxxxx, Xxx
Xxxxxx 00000 ("Seller") and INTEGRATED ANALYTICAL LABORATORIES, LLC, a limited
liability company of New Jersey, having an address at 000 Xxxxxxxx Xxxx,
Xxxxxxxx, Xxx Xxxxxx 00000 ("Buyer").
RECITALS
1. Seller is the owner of all ten (10) units and 100% of all common
elements in an industrial condominium known as "Millbrook Industrial
Park Condominium" created by that certain Master Deed dated September
12, 1986 and recorded on December 24, 1986 in the Xxxxxx County Clerk's
office in Book 2911 of Deeds at page 122 etc. The building and units
are utilized by five (5) tenants for the following uses:
a) Units 1 and 2, J&M Carpet Express for a showroom and warehouse
for carpeting and flooring, including offices, storage and
shipping.
b) Unit 3, Xxxxxx Xxxxxx for general warehousing and office for
sale of cigarettes.
c) Unit 4, Applied Nutrition for a supply, storage and repair
facility and office for computer business.
d) Unit 5, Internetwork Services for supply, storage and
repair facility and office for computer business.
e) Units 6-10, Integrated Analytical Laboratories for management
and consulting services in the environmental field and
environmental testing laboratory.
The real estate is described in Exhibit I attached hereto. The real
estate shall hereafter be referred to as the Property.
2. Seller, for and in consideration of the purchase price as adjusted as
hereinafter provided, to be paid as stipulated herein, and also in
consideration of the terms, covenants and agreements to be performed by
Buyer as set forth herein, agrees to convey the Property to Buyer, free
from all encumbrances except as otherwise specifically hereinafter set
forth, by bargain and sale deed with covenants against grantor's acts
on the date herein fixed for closing of title to the Property.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth, the parties hereto mutually
covenant and agree as follows:
1. DEFINITIONS
The following terms, when capitalized, shall have the following
meanings:
"Agreement" - means, when fully executed by Seller and Buyer, this Real
Estate Sale Agreement.
"Agreement Date", "date of this Agreement", and words of similar import
- means the date upon which all parties to this Agreement have received
fully executed copies of this Agreement.
"Buyer" - means Integrated Analytical Laboratories, LLC, a New Jersey
limited liability company.
"Buyer's Attorney" - means Xxxxxxxx X. Xxxxxxx, Esq., P. O. Xxx 0000,
Xxxxxxxxxx, Xxx Xxxxxx 00000.
"Closing" - means the delivery of the deed to the Property and other
required documents of conveyance by the Seller to the Buyer and the
simultaneous payment of the Purchase Price to Seller, all in accordance
with this Agreement.
"Closing Date" - means the date and time specified in Section 8.1 of
this Agreement on which Seller shall convey title to the Property
pursuant to this Agreement.
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"Deposit - means the monies payable by Buyer together with interest on
account of this Agreement pursuant to Sections 3 and 5.
"Due Diligence" - means the process whereby the Buyer shall undertake
an investigation and review as to the feasibility and appropriateness
of the Property for their intended use within the context of the terms
of this Agreement.
"Industrial Site Recovery Act" - means N.J.S.A. 13:1K-6, et
seq., the regulations promulgated thereunder, and any
successor legislation or regulations.
"NJDEP" - means the New Jersey Department of Environmental Protection.
"Property" - means the lands and building described on Exhibit I.
"Purchase Price" - means ONE MILLION EIGHT HUNDRED FIFTY THOUSAND AND
NO/100 DOLLARS ($1,850,000.00), as same may be adjusted and as
hereinafter provided.
"Seller's Attorney" - means Xxxxxx, Xxxxx & Xxxxxx, 00 Xxxxx
Xxxxxx, P. O. Xxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000-0000,
Attention: Xxxxx X. Xxxxx.
"Termination Notice" - means a written instrument terminating this
Agreement in accordance with the terms of this Agreement and which has
been provided in conformity with Section 6.2 of this Agreement.
2. SALE AND PUCHASE OF THE PROPERTY
Seller hereby agrees to sell and convey to Buyer and Buyer hereby
agrees to purchase from Seller, upon the terms and subject to the
conditions hereinafter set forth, good and marketable title, free and
clear of any liens or encumbrances in and to the Property insurable by
a reputable title insurance company doing business in New Jersey at
regular rates and in accordance with this Agreement together with the
following:
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(a) all the rights and appurtenances pertaining to the Property,
including any right, title and interest of Seller in and to
adjacent streets, roads, alleys and rights-of-ways presently
existing or created in the future, including the existing
Leaseholds; and
(b) such other rights and interest as may be specified in this
Agreement to be sold, transferred, assigned or conveyed by
Seller to Buyer.
(c) None of the exceptions above set forth shall prevent the use
of the premises as currently used and specified in paragraph 1
of the recitals.
3. PURCHASE PRICE AND MANNER OF PAYMENT
Purchase Price: The Purchase Price (as may be adjusted as hereinafteR
provided) shall be paid by the Buyer to the Seller in the following
manner:
Upon signing of this Agreement 92,500.00
By Buyer obtaining a mortgage as
hereinafter provided in Paragraph 4 1,387,500.00
Balance to be paid at closing by
certified or bank cashier's check 370,000.00
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Total $1,850,000.00
4. MORTGAGE CONTINGENCY
Buyer's obligation to consummate this Agreement is specifically
contingent upon Buyer obtaining a mortgage commitment from a reputable
financial institution in the principal amount of $1,387,500.00 based
upon an interest rate no greater than 8-1/2% per annum with a minimum
term of ten (10) years based on a twenty (20) year amortization
schedule. The said mortgage commitment is to be obtained within
forty-five (45) days from the date of this Agreement, the application
for such mortgage the Buyer agrees to make without delay. If the
mortgage commitment has not been received within said forty-five (45)
day period, then either party shall have the right to terminate this
Agreement by notice to the other in writing, and the Seller shall
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return to the Buyer all deposit monies paid by Buyer and this Agreement
shall be declared null and void without any further right, claim or
demand of either party against the other for any damages or claims
arising directly or indirectly therefrom.
Seller acknowledges that in order for Buyer to obtain a mortgage and
close title, the requirements, which shall be at the cost and expense
of Buyer, may include the following:
a. procurement of a Phase I Environmental Audit
b. procurement of tenant estoppel letters and
subordination, non-disturbance and attornment
agreements
c. structural inspection by an engineer
d. survey
e. internal review of the leases
Seller agrees to cooperate with the Buyer to furnish the necessary data
for processing Buyer's mortgage application.
5. DEPOSIT MONIES
All deposit monies will be held in trust by Xxxxxx, Xxxxx & Xxxxxx in
an interest-bearing account until closing of title. All interest earned
on the account shall be divided equally between the parties at closing.
Seller's Tax Identification Number is 00-0000000. Buyer's Tax
Identification Number is 00-0000000. If closing does not occur through
no fault of the Buyer, all deposit monies together with the interest
earned thereon will be returned to the Buyer.
6. CONDITIONS OF CLOSING
6.1 The obligations of Buyer hereunder (including its obligation
to close the transaction and consummate the purchase
contemplated hereby) are subject to the conditions precedent
set forth in this Section Six (any or all of which may be
waived by Buyer by an instrument in writing making reference
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to this Section Six or other applicable provisions of this
Agreement). If any of the conditions precedent cannot be or
are not satisfied, Buyer or Seller may terminate this
Agreement in accordance with its terms and Buyer shall receive
the return of its deposit monies, unless Buyer is the cause of
the failure to satisfy the conditions precedent, in which case
Buyer agrees that the Deposit shall be paid to Seller as
liquidated damages.
a. Status Quo of the Property. Seller shall not,
directly or indirectly, undertake any construction or
other work (except for necessary repairs) upon the
Property except such work as Seller is directed to
undertake by any governmental agency having
jurisdiction over the Property, or any action
required to satisfy any condition of any approval
obtained by Seller with respect to the Property.
Seller shall not enter into any new leases, or
modify, amend, or terminate any existing leases
without Buyer's consent which may be withheld for any
reason or no reason.
b. Zoning. Buyer shall have confirmed that the Property
either lies in a zoning district that permits the use
of the Property as currently used, or that these uses
exist as prior, non-conforming permitted uses.
c. Title Requirements. Buyer shall have satisfied itself
within sixty (60) days from the execution of this
Agreement that the requirements of Section 7 of this
Agreement are satisfied.
d. ISRA. Seller shall have complied with the
requirements of Section 11 of this Agreement in
compliance with the Industrial Site Recovery Act.
e. Due Diligence. During the period beginning with the
date hereof first above written, and ending on the
date thirty (30) days from the date hereof, (the
"Feasibility period Date"), Buyer shall, at Buyer's
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sole cost and expense, conduct its own due diligence
investigation into the condition of the Premises,
including but not limited to, the roof, building,
structure, HVAC, electrical, plumbing, financial
records and the leases existing in connection with
the Premises.
In the event Buyer determines, in its sole and
absolute discretion, that any of the foregoing
conditions are not satisfactory, or Buyer determines
for any other reason that it does not desire to
complete the purchase of the Premises, Buyer shall
notify Sellers in writing of that determination
within the ten (10) days after the expiration of the
Feasibility Period Date. Upon such notification, this
Agreement shall terminate and be of no further force
and affect, neither party shall hereto have any
further liability to the other, and Buyer shall
receive a refund of the Deposit and any interest
thereon (as defined in Section 5 hereof).
6.2 Termination. If any of the conditions precedent set forth in
Section 6.1 are not satisfied within the time frames set
forth, this Agreement may be terminated by Buyer delivering a
Termination Notice to Seller, which Notice shall be effective
upon delivery. In the event this Agreement is terminated in
accordance with the terms of this Subsection 6.2 then the
Deposit, and all interest earned thereon, shall be promptly
returned to Buyer. The period in which Buyer must terminate
the Agreement pursuant to this Section 6.2 shall end at 5:00
P.M. on the forty-fifth (45th) day following receipt by Buyer
of a fully executed Agreement.
7. TITLE REQUIREMENTS; TITLE EVIDENCE
7.1 Type of Deed; Exceptions to Title. The Property shall be
conveyed to Buyer by Seller at Closing by a bargain and sale
deed with covenants against grantor's acts free of all
encumbrances, covenants, restrictions, easement agreements,
rights-of-way, and liens of any kind whatsoever, except (a)
all utility easements on that portion of the Property which
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fronts upon a public road; (b) restrictions of record provided
(i) they would not prohibit the use of the Property as
currently used for manufacturing, storage or light assembly;
(ii) they have not been violated prior to Closing and (iii)
violation would not result in forfeiture or reversion of
title; and (c) such facts as an accurate survey may reveal,
provided such facts do not render title unmarketable nor
prevent the use of the premises as presently used. The Deed
shall contain a description in accordance with a survey
prepared on behalf of the Buyer, at the Buyer's sole cost and
expense.
7.2 Title Search. Buyer shall apply for a report of title ("Title
Insurance Binder") from a title insurance company of its
selection ("Title Company") authorized and licensed to do
business in the State of New Jersey, promptly upon execution
of this Agreement and shall pursue delivery of the Title
Insurance Binder from the Title Company to Seller's Attorney.
Upon receipt of the Title Insurance Binder (and amendments and
endorsements to same), Buyer shall give Seller written notice
within sixty (60) days of the date of this Agreement of
defects or exceptions in title requiring correction, and the
requirements of the Title Company for correction of such
defects. In the event a defect or exception cannot be
corrected within thirty (30) days of Seller's receipt of
Buyer's notice, or Seller shall be unwilling to correct such
defect or exception, either party may terminate this Agreement
upon delivery of a Termination Notice to the other party. Upon
termination of this Agreement pursuant to this paragraph, the
Deposit shall be immediately returned to Buyer and the rights
and obligations of the Buyer and Seller hereunder shall
terminate. Notwithstanding the right of either party hereto to
terminate this Agreement, Buyer shall have the right
nonetheless to proceed to Closing without reference to such
title defect or exception and without an abatement in the
Purchase Price as a result of such defect or exception.
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7.3 Leases. Title shall be conveyed subject to the Leases attached
hereto as Exhibit II. At closing Seller shall assign to Buyer
any and all security deposits which Seller is holding and
shall furnish letters of attornment to each tenant.
8. CLOSING OF TITLE
8.1 Date and Place of closing. Buyer and Seller agree to make
March 15, 2000 the estimated date for closing. The closing
shall take place at Buyer's attorney's office, as long as same
is located in northern New Jersey.
In the event Seller is awaiting evidence of compliance with
ISRA pursuant to Section 11 of this Agreement, or is in the
process of complying with its other obligations under the
Agreement, the closing shall take place within fourteen (14)
days of receipt of evidence of satisfaction of any such
contingencies from Seller. Notwith-standing the foregoing,
neither party shall be compelled to close earlier than the
estimated date provided herein.
8.2 Delivery of Good and Marketable Title. At the closing, Seller
shall deliver a bargain and sale deed with covenants against
grantor's acts. Such Property title shall be insurable by a
title insurance company licensed to do business in New Jersey
at ordinary rates. At the closing, Seller shall, in addition
to the deed and other documents referred to in this Agreement,
furnish to Buyer an affidavit of title in usual form, a
resolution, and such other documents as may be reasonably
required or necessary to deliver and convey good and
marketable title to Buyer in accordance with this Agreement,
or as may be reasonably required by Buyer's Title Company.
Buyer shall have the right to discharge any encumbrances or
objections to title which can be removed by payment of a
liquidated sum at closing with the proceeds of sale. At
closing Seller shall deliver to Buyer an assignment of any and
all warranties that Seller may have with regard to the
premises such as the roof, water proofing, or any other
capital improvement.
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8.3 Adjustment at Closing. Taxes and municipal assessments (except
as otherwise provided in this Agreement) shall be adjusted,
apportioned and allowed as of the Closing Date. Any other
adjustment, including adjustments for insurance, rents,
profits, water or sewer fees, and the like, shall be allowed
and apportioned as of the Closing Date. Seller shall be
responsible for payment of the New Jersey Realty Transfer Tax.
In the event any assessment for any municipal improvement
completed prior to the Closing Date shall be imposed upon the
Property or any portion thereof, the same shall be paid in
full by the Seller or allowed as a credit against the Purchase
Price whether or not such assessment may be payable in
installments. In the event any such assessment for which
Seller is responsible is unconfirmed as of the Closing Date,
the Seller shall escrow with the Buyer's Title Company an
amount reasonably estimated to satisfy the pending assessment.
In the event the assessment, when confirmed, is less than the
escrowed sum, the balance shall be promptly returned to the
Seller. In the event the assessment, when confirmed, is more
than the escrowed sum, the Seller shall promptly pay the
balance. This provision shall survive the Closing. Seller has
received no notice of any assessments for public improvements.
9. BROKERAGE FEES AND COMMISSIONS
Each party represents to the other that no real estate broker was
instrumental in negotiating this transaction.
10. FIRPTA REPESENTATION
Seller represents that it is an entity formed and existing under the
laws of the State of New Jersey, and hence is not subject to the
Foreign Investment in Real Property Tax Act of 1980. Seller shall
deliver the appropriate certification of its non-foreign status at
closing.
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11. INDUSTRIAL SITE RECOVERY ACT
A. As a condition precedent to Buyer's obligation to purchase
the Property, Seller shall have received from the Industrial
Site Element or its successor ("Element") of the NJDEP, on
or before the Closing, a non-applicability letter
considering all uses conducted on the Property, for which
Seller shall apply pursuant to the Industrial Site Recovery
Act. Seller represents that its Standard Industrial
Classification Number (SIC Number) is 6512 If this condition
precedent shall not have been satisfied on or before the
ninetieth (90th) day following the date of this Agreement,
Buyer shall have the right to void this Agreement on notice
to Seller, in which event neither party shall be under any
further obligation to the other, with the exception that the
Deposit, together with interest, shall be promptly returned
to the Buyer. Seller shall make application for the letter
of non-applicability in accordance with the Industrial Site
Recovery Act within thirty (30) days of the date of this
Agreement and shall simultaneously provide to Buyer a copy
of the application(s).
In the event application for a non-applicability letter
is inappropriate, Seller shall, within thirty (30) days
after denial of its request for a letter of
non-applicability, apply for a de minimis exception,
negative declaration or letter of no further action. Buyer
shall have the right to terminate the Agreement and receive
the return of any and all monies paid in connection with
this Agreement if a de minimis exception, a negative
declaration or letter of no further action is not received
within six (6) months of the execution of this Agreement.
B. Buyer shall, at Buyer's sole cost and expense, obtain a
"Phase I Environmental Assessment" report with respect to
the Premises within thirty (30) calendar days from the date
of this Agreement. A copy of said report shall be provided
to Seller within the aforesaid time period. In the event
Buyer deems the Phase I to be unsatisfactory in any respect
whatsoever, in its sole and non-reviewable judgment, Buyer
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may terminate this Agreement upon ten (10) days notice
thereafter and Seller shall return the Deposit together with
all interest thereon to Buyer.
12. CONDEMNATION
If, at any time prior to Closing, all or any part of the Property shall
be taken, or threatened to be taken, in the exercise of the power of
eminent domain by any public or private authority, then Buyer may, upon
written notice to the Seller, terminate this Agreement, provided,
however, that in the event of a partial taking of the Property, Buyer
shall not be permitted to terminate this Agreement unless: (i) that
portion of the Property taken or sought to be taken amounts to more
than ten (10%) percent of the land constituting the Property; or (ii)
any such condemnation or taking effectively restricts ingress or egress
to the Real Property. Seller has no notice of any potential or
prospective condemnation proceeding.
13. LIQUIDATED DAMAGES
In the event that the Buyer should default under this Agreement, the
parties agree that the damages that Seller will sustain as a result
thereof will be difficult, if not impossible, to ascertain; and,
therefore, the parties agree that in the event of Buyer's default, the
Seller shall be entitled, as his sole remedy for Buyer's default
hereunder, to the deposit together with the interest earned thereon.
The Buyer shall have no further liability beyond said deposit.
LIABILITY OF SELLER
The liability of the Seller hereunder in the event of default in the
performance of any of the terms and provisions of this Agreement on the
part of Seller to be performed is hereby limited to the return of the
Deposit to Buyer, with interest, and upon return to Buyer of its
Deposit, the liability of Seller shall wholly cease, and Buyer shall
have no further claim against Seller for any default, breach, or
violation hereof; provided, however, that the foregoing shall not limit
Buyer's right to obtain specific performance of Seller's obligation to
convey title pursuant to this Agreement.
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14. RIGHT OF ENTRY
After execution of the Agreement, Buyer shall have the right, subject
to respective rights of tenants, to enter upon the property for the
purposes of investigating the Property's condition and preparing a
survey or other plans required for Buyer to consummate the sale. Such
right of entry shall extend to Buyer's representatives, agents, or
individual contractors which will be retained by Buyer to perform such
activity. Buyer shall indemnify and hold Seller harmless from all
claims for injuries to persons or damage to property, including
reasonable attorney fees, arising out of Buyer's entry, or that of its
representatives, agents or individual contractors, as provided herein.
15. RISK OF LOSS
By virtue of ownership of the premises the risk of loss shall be under
the Seller until closing of title. In the event of damage or
destruction to the property and if the cost of restoration thereof
shall be $180,000.00 or more, then in that event either party shall
have the right to terminate this Agreement, in which event all deposit
monies and interest earned thereon shall be returned to the Buyer.
Notwithstanding any of the above, if the Seller elects to terminate the
contract, Buyer shall have the right to reinstate the Agreement in
accordance with the terms hereof and receive the proceeds of the
insurance paid on account of damage.
16. CERTIFICATE OF OCCUPANCY, SMOKE DETECTOR, SEPTIC AND/OR WELL WATER
CERTIFICATION
If required by state, county or local regulation, Seller shall, at
Seller's own cost and expense, provide an unconditional Certificate of
Occupancy, and Smoke Detector Certification at closing and deliver same
to Buyer. Seller shall, at Seller's sole cost and expense (not to
exceed $1,000.00), effect all necessary repairs and/or other work
necessary to obtain any such Certificate and/or Certifications. In the
event the cost to obtain said Certificate or Certification shall exceed
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$1,000.00, Seller may, upon notice to Buyer, terminate this Agreement
and return the Deposit with interest to Buyer, unless Buyer elects to
pay for the cost of such Certifications and/or Certificates in excess
of $1,000.00.
17. REPESENTATIONS, WARRANTIES AND COVENANT OF SELLER
To the best of their knowledge, information and belief, Seller hereby
makes the following representations, warranties and covenants to Buyer
which representations, warranties and covenants are true and correct as
of the date hereof and shall be true and correct as of the date of
closing:
A. The execution and consummation of this Agreement by Seller
will not violate, conflict with or constitute a default under
any Agreement or other instrument to which Seller is a party
or by which Seller is bound;
B. All documents and instruments to be executed and delivered by
Seller in connection with this Agreement will be legally
enforceable, valid and binding obligations of Seller;
C. Seller has good and marketable title to the Property. Seller
represents that there are no encumbrances or liens against the
Property except for its mortgage loan with Banco Popular.
Seller shall be permitted to pay-off this loan, and any other
lien or encumbrance against the Property out of the proceeds
at closing. Seller further represents that they will do
nothing to impair or encumber the Property;
D. To the best of Seller's knowledge, there are no outstanding
taxes of any type due and owing on the Property, other than
currently real estate taxes. To the best of Seller's
knowledge, there are no assessments for public improvements
whether confirmed, unconfirmed, completed, approved, pending
or under construction as of the date of this Agreement.
Notwithstanding, and in any event, Seller shall pay all such
assessments at closing;
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E. Seller will cooperate with Buyer with regard to processing any
application for financing;
F. Seller shall assign all leases respecting the various
tenancies on the Property to Buyer at closing of title. The
names and addresses of all current tenants on the Property,
and the amounts of their monthly rents are listed on Exhibit
"III" hereto. Seller agrees to provide Buyer with copies of
all written leases with said tenants within five (5) days from
the date of this Agreement. Seller further represents that all
payments due and owing under the terms of said leases are
current; and
G. Seller certifies, represents and warrants that there are no
pending or threatened claim, action, complaint, notice of
violation or proceeding by any governmental authority or third
party respecting the Property arising out of any violation or
alleged violation of any environmental law.
18. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER
Buyer, to the best of its knowledge, information and belief, hereby
makes the following representations, warranties and covenants to
Seller, which representations, warranties and covenants are true and
correct as of the date hereof and shall be true and correct as of the
date of closing:
A. Buyer is financially capable of entering into and
consummating the transaction contemplated by this Agreement
in accordance with the terms hereof;
B. The execution and consummation of this Agreement will not
violate, conflict with, or constitute a default under any
Agreement or other instrument to which Buyer is a party, or by
which Buyer is bound. Buyer has full power and authority to
perform and consummate this Agreement in accordance with the
terms and conditions herein contained;
C. All documents and instruments to be executed and delivered by
Buyer in connection with this Agreement will be legally
enforceable, valid and binding obligations of Buyer; and
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D. Except as otherwise set forth in this Agreement, Buyer
acknowledges that it is accepting the Property in "as is"
condition.
19. CONDEMNATION
In the event condemnation or eminent domain proceedings shall be
commenced, before closing, by any governmental or quasi-governmental
authority having jurisdiction therefor against all or any material part
of the Property, Buyer may, at its option, by giving notice to Seller
within ten (10) days after its receipt of the notice of such
proceedings, terminate this Agreement. Seller agrees to serve a copy of
all such notices on Buyer within ten (10) days of Seller's receipt of
such notice.
In the event of a non-material condemnation or if Buyer does not elect
to terminate this Agreement, then any award in condemnation shall be
assigned to Buyer at closing, or if paid to Seller prior thereto, shall
be credited against the unpaid balance of the purchase price due at
closing. If Buyer determines not to terminate this Agreement, Seller
shall not adjust or settle any condemnation awards without the prior
written approval of Buyer and shall allow Buyer to participate in all
proceedings.
20 PERSONAL PROPERTY AND FIXTURES
All personal property and fixtures belong to Seller, if any, unless
otherwise specifically excluded elsewhere in this Agreement, are
included in the sale.
21. RIGHT TO ASSIGN CONTRACT
Buyer shall have the right to assign this Contract to any entity in
which Buyer, or the principals of Buyer, have a controlling interest,
and as long as Buyer guarantees the performance of all Buyer
obligations contained in this Contract.
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22. MISCELLANEOUS
22.1 Entire Agreement. This Agreement and any Exhibits annexed (or
to be annexed) hereto embody the entire Agreement between the
parties in connection with this transaction, and there are no
oral or parole agreements, representations, or inducements
existing between the parties relating to this transaction
which are not expressly set forth herein and covered hereby.
This Agreement may not be modified except by a written
agreement executed by all parties.
22.2 Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the respective parties hereto, their
respective heirs, legal representatives, administrators,
successors, and assigns.
22.3 Waiver. A Waiver by any party to this Agreement shall
constitute a waiver only for that one occasion and shall not
be deemed a permanent waiver of same. If any action by any
party shall require the consent or approval of another party,
such consent or approval on any one occasion shall not be
deemed a consent or approval of any other action on the same
or any subsequent occasion.
22.4 Notices. Any notice which is required to be given pursuant to
this Agreement shall be given by delivery of said notice by
personal delivery, Federal Express or equivalent service or by
certified mail, return receipt requested (the actual delivery
of said notice by express mail service or the posting of which
notice with the U.S. mails shall be deemed sufficient for this
purpose), and such notices shall be to the parties in care of
the addresses set forth on the first page of this Agreement
(or such other address as the parties may direct by written
notice to the other party). In case of Seller, copies of all
notices shall be sent to Xxxxx X. Xxxxx, Esq. In case of
Buyer, copies of all notices shall be sent to Xxxxxxxx X.
Xxxxxxx, Esq.
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22.5 Captions. The captions and other headings contained in this
Agreement as to the contents of particular articles, sections,
paragraphs or other subdivisions contained herein are inserted
for convenience of reference only and are in no way to be
construed as part of this Agreement or as limitations on the
scope of the particular articles, sections, paragraphs or
other subdivisions to which they refer and shall not affect
the interpretation or meaning of this Agreement.
22.6 Governing Law. This Agreement shall be controlled, construed
and enforced in accordance with and will be governed by the
laws of the State of New Jersey.
22.7 Counterparts. This Agreement may be executed simultaneously in
any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument.
22.8 Parity. This Agreement shall be construed on a parity basis.
The Agreement is the result of negotiation between the Buyer
and the Seller and the identity of the draftsman shall not be
utilized in the interpretation of any provision of this
Agreement.
22.9 Gender; Context. Where the context shall indicate or require:
(a) all references to singular nouns or pronouns shall include
the plural, and vice versa; (b) the masculine shall include
the feminine, and the neuter, and vice versa; and (c) all
pronouns shall be deemed modified to reflect the correct
gender where so required.
18
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals as of the day and year first above written.
WITNESS: SELLER:
EAST XXXXXX REALTY ASSOCIATES,
L.L.C.
/s/ Xxxxx X. Xxxxx By: /s/ Xxxxxx X.Xxxxxxx
-------------------- ------------------------
Xxxxx X. Xxxxx Xxxxxx X. Xxxxxxx, Manager
and Member
/s/ Xxxxx X. Xxxxx By: /s/ Xxxx X. Xxxx XX
------------------- ------------------------
Xxxxx X. Xxxxx Xxxx X. Xxxx, XX, Manager
and Member
WITNESS: BUYER:
INTEGRATED ANALYTICAL
LABORATORIES, LLC
/s/ Xxxx Xxxxxx By: /s/Xxxxxxx Xxxxxx
------------------ -------------------------
Xxxx Xxxxxx Xxxxxxx Xxxxxx, Manager
CENTURY/INTERCOUNTY TITLE INSURANCE AGENCY, INC.
00 Xxxx Xxxxxxxx Xxxx,
X.X. Xxx 000,
Xxxx Xxxxx, XX 00000,
Phone (000) 000-0000 Fax (000)000-0000
CHICAGO TITLE INSURANCE COMPANY
COMMERCIAL COMMITMENT
SCHEDULE A
NUMBER 4
(CONTINUED)
DESCRIPTION: Title Number: CHI 56402
All that certain tract, lot and parcel of land lying and being in the Township
of Xxxxxxxx County of Xxxxxx and State of New Jersey being more particularly
described as:
BEGINNING at a point in the center line of Franklin Road also known as Xxxxxx
Road, where it is intersected by the easterly boundary of lands belonging to the
Township of Denville, said point beginning being distant 16.42 feet, on a course
of South 41 degrees 03 minutes east from a monument found on the north side of
the existing payment, and running; thence
1) passing through said monument, and along lands of the Township of Denville,
north 41 degrees, 03 minutes west 439.47 feet to a monument in the southerly
right of way line of the Erie Lackawanna Railroad; thence
2) in an easterly direction along said southerly line, being parallel to and
distant 90 feet southerly from the old center line of the Xxxxxx and Essex
Railroad, along a curve curving to the left, having a radius of 2000.08 feet, a
length of 57.36 feet whose chord is south 84 degrees 41 minutes 29 seconds east,
57.35 feet, to a point; thence
3) still along said Erie-Lackawanna Railroad right of way line, in an easterly
direction along a spiral curving to the left, whose chord is north 88 degrees 05
minutes 50 seconds east, 203.04 feet to a point; thence
4) still along the southerly sideline of the Erie-Lackawanna Railroad right of
way along a curve curving to the left, having a radius of 5819.65 feet a length
of 402.90 feet, and whose chord is north 88 degrees 35 minutes 30 seconds east,
402.79 feet to a point; thence
5) still along said southerly sideline being
along a spiral curve, whose chord is north 86 degrees 16 minutes 32 seconds east
100.85 feet to a point; thence
6) still along said southerly sideline north 86 degrees 06 minutes 30 seconds
east 154.75 feet to a point where is intersected by the division line between
the Township of Xxxxxxxx and the Township of Rockaway; thence
7) along said boundary and crossing a monument marking the division between
Rockaway Township and Denville Township, south 19 degrees 29 minutes 31 seconds
west 218.50 feet, to a point in the centerline of the aforementioned Franklin
(Xxxxxx) Road; thence
8) along the centerline in a westerly direction along a curve curving to the
left having a radius of 191.106 feet a length of 77.58 feet and whose chord is
south 73 degrees 11 minutes 49 seconds west 77.05 feet to a point; thence
9) still along said center line in a westerly direction along a curve curving to
the right having a radius of 613.43 feet, a length of 159.35 feet, whose chord
is south 69 degrees 00 minutes 30 seconds west 158.90 feet to a point; thence
10) still along said center line south 76 degrees 27 minutes west 70.00 feet to
a point; thence
11) still along said center line south 80 degrees 27 minutes west 269.79 feet to
the point and place of BEGINNING.
Description in accordance with a survey made by THE RBA GROUP XXXXXX
X. XXXXXXXX, NJLS, dated May 18, 1987 revised September 10, 1987.
BEING units 0-00, "Xxxxxxxxx Xxxxxxxxxx Xxxx Condominium" together with 100
percent of the individual interest in the common elements thereto, according to
the Master Deed dated September 12, 1986 recorded December 24, 1986, deed book
2911 page 122 and as same may now or hereafter be lawfully amended.
XXXXXX, XXXXX & XXXXXX, L.L.C.
COUNSELLORS AT LAW
XXXXXX X. XXXXX 00 XXXXX XXXXXX XXXXXXX F. MOUNTAIN
XXXXX X. XXXXXX, III (1909-1992)
XXXXX X. XXXXX P.O. BOX 39
XXXXXX X. XXXXXXXXXX XXXXXX X. XXXXXX
XXXXX X. XXXXX MORRISTOWN, N.J. 07963-0398 XXXXXXX X. BARDUSH, JR.
XXXXXXX X. XXXXXXXX, III XXXXX X. XXXXXXXX
XXXX X. XXXXXX __________________ RETIRED
XXXXX X. XXXXXXX (000) 000-0000 XXXXXXXX XXXXXX XXXXXX
XXXXXXX X. XXXX FAX (000) 000-0000 OF COUNSEL
XXXXXX X. XXXXXXXXXX
XXXXX-XXXXXXXX XXXXXX ______
XXXXXXX X. XXXXX
XXXXX X. XXXXX March 15, XXXXXX X. XXXXX
XXXX X. XXXXXXXX COUNSEL TO THE FIRM
XXXX X. XXXXXXXXXX
XXXXXXXX X. XXXXXXXXXX
Xxxxxxxx X. Xxxxxxxxx, Esq.
Bray, Chiocca, Xxxxxxxxx & Xxxxxxxxx, L.L.C.
Lanidex Executive Center
000 Xxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000-0000
Re: East Xxxxxx Realty Associates, L.L.C. - Sale
To Integrated Analytical Laboratories, LLC;
Premises at 000 Xxxxxxxx Xxxx, Xxxxxxxx, XX
--------------------------------------------
Dear Xx. Xxxxxxxxx:
We have been advised that your client has requested an extension of
time to obtain a mortgage commitment and consummate closing in the
above-referenced matter. Apparently, this request has been made, since Banco
Popular has made what your client considers an unreasonable request concerning
guaranty of the contemplated mortgage loan.
My client has indicated that it is agreeable to an extension.
Accordingly, please consider this letter as Seller's agreement to extend the
mortgage contingency period to April 30, 2000 and the closing date to May 15,
2000. Would you please contact your client and confirm to me Buyer's agreement
with respect to these two dates.
If you have any questions, please call me.
Very truly yours,
/s/ Xxxxx X. Xxxxx
------------------
Xxxxx X. Xxxxx
GFW:jd
cc: Xx. Xxxxxx X. Xxxxxxx
Xx. Xxxx X. Xxxx, XX
