Exhibit 2.2
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT made and concluded this ____ day of October, 2001, by and
between CLEAR LAKE REALTY CORPORATION ("Seller"), a New Hampshire corporation in
good standing under the laws therein, and LYDALL INDUSTRIAL THERMAL SOLUTIONS,
INC., a Delaware corporation ("Buyer").
W I T N E S S E T H:
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1. The Property. Conditioned on the closing of a separate transaction
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between Buyer and Affinity Industries Inc., Seller agrees to sell and
convey and Buyer agrees to purchase a certain parcel of land, with the
buildings thereon, situated in Ossipee, Xxxxxxx County, New Hampshire,
consisting of approximately 15 (fifteen) acres and more particularly
described in Exhibit A attached hereto (the "Property").
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A portion of the Property is in current use. If Buyer removes such
portion or any part thereof from current use, under current law a tax
penalty of ten percent (10%) of the then market value of the real
estate removed from current use will apply.
2. Purchase Price. The total price is $2,300,000.00, to be paid by Buyer
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to Seller at Closing in immediately available funds.
3. Tenants. The Property is to be free and clear of all tenants at the
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time of closing, except the following lessees:
a. Xxxxxxx Xxxxxx, Xxxxxxxx Xxxxxx, Xxxx Xxxxxxxxxxx and Xxx
Xxxxxxxxxxx, all doing business as "The Cleaners".
b. SBA Properties, Inc., a Florida corporation, Xxx Xxxx Xxxxxx
Xxxx, Xxxxx Xxxxx, Xxxx Xxxxx, Xxxxxxx, 00000.
4. Transfer of Title. Seller agrees to furnish a duly executed warranty
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deed in the form attached hereto as Exhibit B, conveying to the Buyer
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good and marketable fee simple title to the Property free and clear of
any encumbrances, except easements and restrictions of record, and
free of any tenants (except as provided in Section 3). Buyer and
Seller acknowledge that the transfer of the Property hereunder does
not include personal property owned by Seller and for which Seller
possesses title, including but not limited to boats, trailers,
automobiles, and other equipment and items of personal property stored
outdoors on the Property, which Seller shall remove from the Property
within sixty (60) days of closing. Seller may only remove personal
property owned by it and for which it owns title and shall not remove
any personal property transferred to Buyer pursuant a certain asset
purchase and sale agreement between Buyer and
Affinity Industries Inc. dated October 19th, 2001. These provisions
shall survive the closing.
5. Statutory Notices.
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(a) Radon Gas. Radon gas, the product of decay of radioactive
materials in rock may be found in some areas of New Hampshire.
This gas may pass into a structure through the ground or through
water from a deep well. Testing can establish its presence and
equipment is available to remove it from the air or water.
(b) Lead Paint. Before 1977, paint containing lead may have been used
in structures. The presence of flaking lead paint can present a
serious health hazard, especially to young children and pregnant
women. Tests are available to determine whether lead is present.
6. Title Search. If Buyer desires an examination of title, it shall bear
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the costs thereof. If an examination discloses that the title is not
marketable, Seller shall have a reasonable time to remedy any defects
not to exceed 90 days; otherwise, Buyer may rescind this Agreement.
7. Mechanics Liens. Seller shall provide waivers of mechanics liens
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executed by or on behalf of all persons, firms and corporations who
shall have furnished materials or performed work or services on or at
the Property during the period commencing ninety (120) days prior to
the Closing.
8. Closing Costs. Each party will be responsible for their own closing
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costs.
9. Broker. The parties acknowledge and warrant that no real estate broker
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is involved in this transaction.
10. Closing Date. Title shall be transferred at the offices of Affinity
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Industries Inc. located on the Property on the same date as of the
closing of a transaction between Buyer and said Affinity Industries
Inc., or at such other time or place as the parties may mutually agree.
11. Possession; Use. The Buyer shall be entitled to full possession of the
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Property at the Closing, subject to the leasehold interests identified
in Section 3. The Seller agrees to deliver the Property in the same
condition it is in at the date hereof.
12. Risk of Loss. Until the Closing, the risk of loss by fire, flooding or
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other casualty to the Property shall be borne by the Seller. In the
event of damage by fire, flooding or other casualty to the Property
prior to the Closing, the Buyer shall have the option to terminate this
Agreement by
written notice to the Seller delivered prior to the Closing, whereupon
all rights and liabilities of the parties hereto by reason of this
Agreement shall be deemed at an end. If the Buyer does not elect to
terminate this Agreement, this Agreement shall remain in full force
and effect and in such event the Seller shall pay over and assign to
the Buyer at the Closing any and all proceeds and claims under any
casualty insurance policies insuring the damaged property.
13. Prorations. The following items will be prorated as of the date of
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Closing: real estate taxes. Other charges if any, shall be added as of
the Closing in accordance with the practices of the local Bar
Association. Buyer and Seller will split the New Hampshire Real Estate
Transfer Tax Stamps 50/50 in accordance with New Hampshire real estate
practice.
14. Contamination. Except as set forth in Schedule A hereto, Seller
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certifies that there is no soil contamination or pollution on the
premises that violates environmental laws or duly enacted rules and
regulations, whether Federal, state, local or municipal laws, rules,
orders, regulations, statutes, ordinances, codes, decrees, enforceable
guidelines or policies, or requirements of any governmental
authorities regulating or imposing standards of liability or standards
of conduct (including common laws) concerning air, water, solid waste,
hazardous materials, worker and community right-to-know, hazard
communication, noise, resource protection, subdivision, wetlands and
watercourses, health protection and similar environmental, health,
safety, building, and land use concerns as may currently be in effect.
15. Site Access, Inspections and Tests. Seller authorizes Buyer and its
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agents at Buyer's own risk and expense, upon reasonable notice and at
reasonable times during normal business hours, to access the site and
to perform testing or inspections, including surveys, soil borings,
environmental tests and structural inspections as reasonably necessary
to assure compliance with all applicable environmental laws, rules and
regulations described in Section 14.
16. Confidentiality. Seller and Buyer mutually agree not disclose to any
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third party the fact of the existence of this Agreement or that
discussions or negotiations are taking place concerning possible
transactions between the parties, except to such parties noted below.
The information acquired as a result of negotiations and/or other
formal or informal discussions, whether before or after the date of
this agreement, shall be used solely for the purpose of evaluating the
real estate purchase and sale transaction, and will be kept
confidential by Seller and Buyer and their respective officers,
directors, employees, representatives, agents, and advisors; provided
that (i) any of such information may be disclosed to those officers,
directors, employees, representatives, agents, bankers and advisors
who need to
know such information for the purpose of evaluating the real estate
purchase and sale transaction, (ii) any such disclosure may be made to
which the disclosing party consents in writing and (iii) such
information may be disclosed if so required by law. If the real estate
purchase and sale transaction is not consummated, Buyer and Seller
will return to the other all material containing such information or
will certify destruction of the same and will not retain any copies,
extracts, or other reproductions thereof. The provisions of this
paragraph shall survive the termination of this Agreement.
17. Termination. Notwithstanding anything in this Agreement to the
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contrary, either party may terminate this Agreement if the purchase
and sale of the Property does not close by October 19, 2001.
18. Merger. All representations, statements and agreements heretofore
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made between the parties hereto are merged into this Agreement, which
alone fully and completely expresses their respective obligations.
This Agreement is entered into by each party after opportunity for
investigation, neither party relying on any statements or
representations not embodied herein, made by the other or on their
behalf.
19. Binding Effect. This Agreement shall be binding upon the parties,
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their heirs, successors, and personal representatives. It may not be
modified except by the written agreement of the parties.
20. Governing Law. This Agreement is executed, delivered and intended to
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be performed in the State of New Hampshire and shall be governed and
construed in accordance with its laws.
SIGNED by the parties on the day and year first set forth above.
CLEAR LAKE REALTY
CORPORATION, SELLER
____________________________ By: ______________________________
Witness Xxxxxxx Xxxxx
Its President, Duly Authorized
LYDALL INDUSTRIAL
THERMAL SOLUTIONS, INC.,
BUYER
____________________________ By: ______________________________
Witness Xxxx X. Xxxxxxxxxx
Its Vice President and General
Manager, Duly Authorized
