Exhibit 99.6
REAL ESTATE PURCHASE AGREEMENT
This Real Estate Purchase Agreement ("Agreement") is made and
entered into as of September 29, 1999, by and between Pittsfield
Mold & Tool, Inc. (referred to as "Purchaser"), and the Xxxxxxxx
Family Nominee Trust, Xxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx,
Trustees, under Declaration of Trust dated February 6, 1996 and
recorded with the Beckshire County (Middle District) Registry of
Deeds in Book 910, Page 800 (referred to as "Seller"), relating to
the real property known as 00 XXXXX Xxxxxxxxxx Xxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxxx 00000, and more particularly described on Schedule
A, attached hereto and incorporated herein ("Real Property"), and
each of the assets and other items of personal property listed on
Schedule B, attached hereto and incorporated herein ("Personal
Property") (together, the "Property").
1. The purchase price shall be $3,125,000 payable at Closing.
2. The Real Property includes the land, all buildings and
fixtures, and all appurtenant rights, privileges and easements.
3. Seller represents, warrants and covenants to Purchaser and
United Xxxxxxx Corporation ("USC") that: (i) as currently used or
contemplated to be used by Purchaser, the Real Property conforms
in all respects with applicable zoning requirements, (ii) the
improvements constructed on the Real Property have been fully and
satisfactorily completed, and, in addition, the improvements
located thereon are in compliance with all applicable laws,
ordinances, rules, regulations, zoning and building codes and
building permits, the roofs are free from leaks, the basements, if
any, are free from leaks and flooding, that the electrical,
plumbing, heating, air-conditioning equipment and systems and
security equipment are in good condition and working order and in
compliance with the applicable codes of all governmental
authorities and the guidelines of appropriate boards of fire
insurance underwriters and the improvements on the Real Property
are structurally sound, (iii) the Property is free from any and
all actual or threatened city, county and state orders or
proceedings, and that there is no pending or threatened
litigation, arbitration or other dispute relating to the Property,
(iv) Seller has obtained all Certificates of Occupancy, if
required, and other permits required to evidence the lawful use
and enjoyment of the property, (v) there are no leases or
contracts affecting the Property, (vi) the Property is serviced by
water, gas, electric, sewer and all other necessary utilities, the
utility lines which service the Property enter the Property from
public streets or through valid easements, no utility lines
servicing the Property encroach on abutting properties, no utility
lines servicing abutting properties encroach on the Property, and
separate meters for all utilities serving the Property are located
on and meter only the utilities used within the Property, (vii)
Seller shall deliver to Purchaser and to Purchaser's title
insurance company, if any, at the Closing, master and supporting
statutory affidavits of all contractors, suppliers and materialmen
performing labor or providing supplies, material or equipment in
connection with work done on or for the benefit of the Property
within 75 days of the date of Closing, said affidavits to show
that all such contractors, suppliers and materialmen have been
paid in full in lieu thereof or in addition thereto, at
Purchaser's option, Seller shall deliver to Purchaser and to
Purchaser's title insurance company, if any, an ALTA title
affidavit or certificate stating in substance that, among other
things, no work has been done on the Property and no supplies,
material or equipment have been furbished for use at or
incorporated into the Property for which mechanic's or other liens
could be asserted against the Property, and (viii) (a) to the best
of the Seller's knowledge, there has not been a release or a
disposal, or any event at, on or in connection with the Property
which would be deemed a release or a disposal, of Hazardous
Material (as defined below), and the Property is not in violation
of any Environmental Law (as defined below), (b) neither Seller
nor, to the best of the knowledge of Seller, any third party has
used, generated, stored, or disposed of on, under or about the
Property, or transported to or from it, any Hazardous Materials
other than materials commonly used or stored, in accordance with
all Environmental Laws at similar properties, (c) Seller has
received no notice from any governmental agency of any
investigation or proceeding by such agency concerning the presence
or alleged presence of Hazardous Materials on the Property, (d)
there are no underground storage tanks or associated product
piping systems at the Property, and the Property does not include
any "fill" or any area which is or has been used as a garbage or
rubbish disposal site, and (e) that no portion of the Property
constitutes governmentally protected "wetlands" and no portion of
the Property is located in a flood hazard area.
The term "Environmental Law" includes any federal, state or local
law, ordinance, or regulation pertaining to the health, industrial
hygiene, waste disposal, or the environment, including, without
limitation, the Comprehensive Environmental Response, Liability
and Compensation Act, 42 U.S.C. Section 9601 et seg., the federal
Superfund Amendments and Reauthorization Act and other so-called
"Superfund" or "Superlien" laws, the federal Resource Conservation
and Recovery Act, the federal Clean Air Act, the federal Water
Pollution Control Act, the federal Insecticide, Fungicide and
Rodenticide Act, the federal Pesticide Act, the federal Toxic
Substances Control Act, the federal Safe Drinking Water Act, the
federal Hazardous Materials Transportation Act, and any amendments
thereto and regulations adopted and publications promulgated
pursuant thereto, and any other federal, state, or local statute,
law, ordinance, code, rule, regulation, order or decree
regulating, relating to or imposing liability for Hazardous
Materials. The term "Hazardous Materials" includes without
limitation oil and petroleum products and derivatives thereof,
asbestos (friable or otherwise), polychlorinated biphenyls
("PCB"s), radon gas, urea formaldehyde, lead, flammable
explosives, hydrocarbons, radioactive materials, and any
hazardous, toxic or dangerous substance, waste or material or any
solid waste, pollutant or contaminant, including, without
limitation, any hazardous, toxic or dangerous substance, waste or
material or any solid waste, pollutant or contaminant classified
as such under any Environmental Law.
Seller further represents, warrants and covenants to Purchaser and
USC that the Personal Property includes any and all items owned by
Seller which are or may be required and/or used in connection with
the business of Purchaser as currently conducted or as
contemplated by Purchaser.
4. This Agreement is contingent upon each of the following (unless
Purchaser waives in writing all unsatisfied contingencies), and
Purchaser may terminate this Agreement by written notice to Seller
if any contingency is unsatisfied:
(a) A survey, if Purchaser chooses to obtain one, at Purchaser's
expense, showing that there are no encroachments, that the
improvements on the Property are within the lot lines and conform
to applicable setback requirements, and that the size and shape of
the Property and such other relevant matters as Purchaser may
reasonably require are acceptable.
(b) Purchaser's approval, in its sole judgement, of the condition
of title to the Property (including without limitation, approval
of all easements, restrictions, and other matters of record
relating to or which affect the Property), the assessments against
and the zoning of the Property, and all other restrictions and
conditions on the development and use of the Property.
(c) All of the Seller's representations and warranties set forth
in this Agreement being true and correct when made and at all
times thereafter at and through the date of Closing.
(d) Inspections, to be made at Purchaser's option and expense,
showing to Purchaser's satisfaction that the building
improvements, the heating and air conditioning units, the
plumbing, electrical and security systems and all other systems on
the Property are in good condition and in good working order, that
the improvements on the Property are not infested or previously
damaged by termites or other wood-destroying pests, that the roofs
are in good condition and repair, that there are no structural or
other defects adversely affecting said improvements and that the
Property is otherwise in good condition and repair.
(e) The simultaneous purchase by USC of all of the outstanding
shares of Purchaser pursuant to that certain Stock Purchase
Agreement, dated August 27, 1999, by and between USC, Seller, The
Xxxxx X. Xxxxxxxx Revocable Trust, Xxxxx X. Xxxxxxxx and Xxxxxxx
X. Xxxxxxxx, Trustees, dated February 6, 1996, The Xxxxxxx X.
Xxxxxxxx Revocable Trust, Xxxxxxx X. Xxxxxxxx and Xxxxx X.
Xxxxxxxx, Trustees dated February 6, 1996, Xxxxx X. Xxxxxxxx and
Xxxxxxx X. Xxxxxxxx.
5. Marketable and insurable title to the Property shall be
conveyed to Purchaser by recordable deed of a type customarily
used in commercial real estate transactions in Pittsfield,
Massachusetts, in fee simple absolute, with release of dower (with
respect to the Real Property), and a warranty xxxx of sale (with
respect to the Personal Property) at the Closing, free and clear
of all liens and encumbrances as of the date of the Closing,
subject only to those items approved by Purchaser in accordance
with Sections 4(a) and 4(b). Transfer taxes shall be paid by
Seller.
6. All real property taxes and installments of assessments, if
any, shall be prorated as of the date of Closing based upon the
most recent tax xxxx. After such proration is made, Purchaser
shall be responsible for paying taxes and assessments as they come
due.
7. Risk of loss to the Property shall be borne by Seller until
Closing, and seller shall, until such time, keep the Property
insured to its full replacement value against loss by fire or
other casualty. If said Property is damaged or destroyed by fire,
or other casualty prior to Closing, the Purchaser may (a) elect to
proceed with the transaction, in which event the Purchaser shall
be entitled to all insurance money payable to the Seller as
compensation for such damage or destruction under any and all
policies of insurance covering the Property so damaged or
destroyed, or (b) elect to terminate this Agreement. If the
Purchaser elects to rescind the Agreement, Purchaser shall so
notify the Seller in writing within thirty days after the
Purchaser receives written notice of such damage or destruction
and relevant information as to the insurance coverage.
8. Seller shall deliver possession and occupancy of the Property
to Purchaser upon or before the Closing. Seller shall be solely
responsible for the payment of all utility bills and other
expenses attributable to the period of Seller's occupancy of the
premises.
9. Seller agrees that, upon Closing, the Property shall be in the
same condition as on the date of this offer, reasonable wear and
tear not impairing functionality excepted.
10. This Agreement shall constitute the entire agreement of the
parties, and no oral or implied agreements or understanding shall
vary the terms of this Agreement.
11. All capitalized terms not defined herein shall have the
meaning ascribed to them in the Stock Purchase Agreement.
12. Time is the essence of each provision of this agreement. This
Agreement is governed by the law of the Commonwealth of
Massachusetts.
This Agreement has been executed as of the date first above
written.
XXXXXXXX FAMILY NOMINEE TRUST
By: /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, Trustee
PITTSFIELD MOLD & TOOL, INC.
By:/s/Xxxxxx X. Xxxxxxxxx, Xx.
Xxxxxx X. Xxxxxxxxx, Xx.
Its: President
