EXHIBIT 10.3
RECORD AND RETURN TO: PREPARED BY:
Xxxxx X. Xxxx, Esq.
Carella, Byrne, Bain, Gilfillan, Xxxxxxx,
Xxxxxxx & Olstein
0 Xxxxxx Xxxx Xxxx ------------------------------
Xxxxxxxx, Xxx Xxxxxx 00000-0000 Xxxxxxx X. Xxxxxxx, Esq.
DEED
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THIS DEED is dated March __, 2003,
BETWEEN XXXXXX XXXXXXX LLC (successor-by-merger to Xxxxxx
Xxxxxxx Corporation, a New York corporation), a
Delaware limited liability company having an address
of Xxxxxxxxxx Xxxxxxxxx Xxxx, Xxxxxxx, Xxx Xxxxxx
00000-0000, and XXXXXX XXXXXXX REALTY SERVICES, INC.,
a Delaware corporation having an address of
Xxxxxxxxxx Xxxxxxxxx Xxxx, Xxxxxxx, Xxx Xxxxxx
00000-0000 (collectively, the "Grantors"),
AND CIT GROUP INC. (NJ), a New Jersey corporation having
an address of 0 X.X.X. Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx
00000 (the "Grantee").
1. Transfer of Ownership. In consideration for the sum of
Thirty-One Million Five Hundred Thousand Dollars and 00/100 ($ 31,500,000)
Dollars, the receipt and sufficiency of which are hereby acknowledged, the
Grantors hereby sell, grant and convey the Property (as defined below) to the
Grantee.
2. Tax Map Reference. The Property is known and designated as Xxx
00, Xxxxx 0000 on the official tax map of the Township of Xxxxxxxxxx.
3. Property. The property conveyed by this Deed (the "Property")
consists of the land, together with all of the buildings, improvements and other
fixtures on the land and all of the Grantors' rights relating to the land,
located in the Township of Xxxxxxxxxx, County of Essex and State of New Jersey.
The legal description of the Property is as follows:
See Schedule A attached hereto and made a part hereof.
BEING the same property conveyed to Xxxxxx Xxxxxxx Corporation by deed
from Xxxxxx Xxxxxxx Energy Corporation, a corporation of the State of
Delaware, dated January 1, 1985 and recorded on January 22, 1986 in the
office of the Clerk of Essex County, New Jersey in Deed Book 4905, page
776.
BEING a portion of the property conveyed to Xxxxxx Xxxxxxx Corporation
by Xxxxxx Xxxxxxx Energy Corporation, a corporation of the State of
Delaware, dated January 1, 1985 and recorded on January 31, 1985 in the
office of the Clerk of Essex County, New Jersey in Deed Book 4902, page
725.
Effective as of May 25, 2001, XXXXXX XXXXXXX CORPORATION, formerly a
New York corporation, merged with and into XXXXXX XXXXXXX LLC, a
Delaware limited liability company, pursuant to a Certificate of Merger
dated as of May 18, 2001, which was filed with the New York Department
of State on May 22, 2001, and with the State of Delaware Office of the
Secretary of State on May 22, 2001.
XXXXXX XXXXXXX LLC is the legal and record fee owner of the Property,
and XXXXXX XXXXXXX REALTY SERVICES, INC. is the beneficial fee owner of
the Property. Accordingly, XXXXXX XXXXXXX REALTY SERVICES, INC. joins
in this Deed for the purpose of selling, transferring and conveying its
beneficial fee ownership of the Property to the Grantee herein.
THIS conveyance is subject to ordinances, easements and restrictions of
record and such facts as an accurate survey may disclose.
4. Promises by Grantors. The Grantors promise that the Grantors
have done no act to encumber the property. This promise is called a "covenant as
to grantor's acts" (N.J.S.A. 46:4-6). This promise means that the Grantors have
not allowed anyone else to obtain legal rights which affect the property (such
as by making a mortgage or allowing a judgment to be entered against the
Grantors).
IN WITNESS WHEREOF, the Grantors have signed this Deed as of the date
set forth above.
XXXXXX XXXXXXX LLC
By:
--------------------------------
Xxxxxx X. Xxxxxx, Vice President
XXXXXX XXXXXXX REALTY SERVICES,
INC.
By:
--------------------------------
Xxxxxx X. Xxxxxxxxx, President
STATE OF NEW JERSEY )
)ss.:
COUNTY OF )
I certify that on March ____, 2003, Xxxxxx X. Xxxxxx, Vice President of
XXXXXX XXXXXXX LLC, the Delaware limited liability company named in the within
Deed, personally came before me and acknowledged, under oath, to my
satisfaction, that he:
(a) is named in and personally signed this Deed in his
capacity as Vice President of said company on
authority from the managers of said company;
(b) signed and delivered this Deed in such capacity as
his act and deed and as the act and deed of said
company; and
(c) made this Deed for $31,500,000 as the full and actual
consideration paid or to be paid for the transfer of
title.
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STATE OF NEW JERSEY )
)ss.:
COUNTY OF )
I certify that on March ____, 2003, Xxxxxx X. Xxxxxxxxx, President of
XXXXXX XXXXXXX REALTY SERVICES, INC., the Delaware corporation named in the
within Deed, personally came before me and acknowledged, under oath, to my
satisfaction, that he:
(a) is named in and personally signed this Deed in his
capacity as President of said corporation on
authority from the board of directors of said
corporation;
(b) signed and delivered this Deed in such capacity as
his act and deed and as the act and deed of said
corporation; and
(c) made this Deed for $31,500,000 as the full and actual
consideration paid or to be paid for the transfer of
title.
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