Exhibit 2.4
OPTION TO PURCHASE
------------------
This Option to Purchase Real Estate Contract ("Contract") entered
--------
into this 21st day of March, 2005, between Gold Street Realty, LLC, a
Massachusetts limited liability company with an address at 000 Xxxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx ("Grantor"), and Xxxxxxxx Textile Services,
-------
Inc. ("Grantee").
-------
WITNESSETH, that the Grantor, for and in consideration of the sum
of One Dollar ($1.00) and other good and valuable consideration paid by the
Grantee, the receipt whereof is hereby acknowledged, does hereby grant to
the Grantee, its successors and assigns, an exclusive right and option to
purchase ("Option"), on the terms and conditions hereinafter set forth, the
------
following property located in the City of Worcester, Worcester County, State
of Massachusetts, more particularly described in Exhibit A appended hereto
---------
and made a part hereof (the "Property"):
--------
1. This Option may be exercised by written notice to Grantor delivered
at any time prior to the expiration of the Option as set forth in
Paragraph 9 below. If Grantee elects to exercise this Option, the
sale price shall be the Fair Market Value at the time of exercise
of the Option. Fair Market Value shall be as agreed upon by the
parties, or failing agreement within seven (7) days after Grantor
receives notice from Grantee exercising the Option, Fair Market
Value shall be determined by appraisal. If Grantor and Grantee
cannot agree upon a qualified independent MAI appraiser within
fourteen (14) days after Grantee's notice of exercise of the
Option, then Grantor and Grantee shall each designate an
independent qualified MAI appraiser (with at least 10 years'
experience in the Worcester, Massachusetts commercial property
market) within seven (7) days thereafter. Within fifteen (15) days
after being selected, each such appraiser shall determine the Fair
Market Value of the Property. If the two appraisals differ by ten
percent (10%) or less, the appraisals shall be averaged to
determine Fair Market Value. If the two appraisals differ by more
than ten percent (10%), then the appraisers shall promptly select a
third qualified independent MAI appraiser, who shall appraise the
property within fifteen (15) days after being selected. Thereafter
the two closest appraisals shall be averaged to determine the Fair
Market Value. Each party shall pay the costs of its appraiser. If
one appraiser is used or a third appraiser is necessary, the
parties shall share such costs equally.
2. The sale price, as determined by Paragraph 1 above, shall be paid
to Grantor, in cash upon the delivery of a Quitclaim Deed ("Deed")
----
conveying the Property to Grantee.
3. Within ten (10) days after the exercise of the Option and
determination of the sale price, the Grantee shall obtain, at its
expense, a commitment ("Commitment") to issue an owner's policy of
----------
title insurance in connection with the Property, issued by a title
company satisfactory to Grantee in its sole and absolute
discretion. Any Commitment made hereunder shall be in the amount of
the sale price of the property. Grantee shall have until the
earlier of: (i) ten (10) days after such delivery; or (ii) the date
that is twenty (20) days after the exercise of the Option, to
examine the Commitment. If the Commitment is defective in Grantee's
sole and absolute discretion, Grantee shall specify the objections
in writing (each, an "Objection") and deliver the same to Grantor
by the earlier of: (i) ten (10) days after such delivery of the
Commitment; or (ii) the date that is twenty (20) days after the
exercise of the Option. Grantee's failure to deliver such
Objections within the time period or in the manner specified shall
be deemed to be Grantor's waiver of any Objections to the title to
the Property. Grantor shall use reasonable efforts (not to exceed
$10,000.00 in the aggregate) to correct any such Objections within
a reasonable time, provided that if the defects are not corrected
within sixty (60) days after notice thereof, Grantee, upon
written notice to Grantor, may terminate this Contract in which event
the parties shall execute a recordable notice terminating this Option
to Purchase and any money paid to Grantor shall be immediately
returned to Grantee.
4. It is understood and agreed that title to the Property shall be
transferred to Grantee as set forth at Section 3, above and shall
convey a good and clear record and marketable title to the Property
free from all encumbrances except zoning, building and other laws,
liens for municipal betterments assessed after the date the Option
is exercised, taxes for the current year to the extent the same are
not due and payable at the closing, and the matters listed on
Exhibit B.
5. The taxes on the property shall be prorated as of the date of the
delivery of the Deed.
6. The Property shall be conveyed via Deed to Grantee or Grantee's
assignee. Grantee shall notify Grantor, in writing, of any
assignment and the name of the assignee.
7. If any of the improvements on the Property are damaged or destroyed
after the date of this Contract and the Option is exercised, then
any insurance monies received, or to be received, on account of
unrestored destruction or damage shall be paid over or assigned to
Grantee upon the transfer of the deed and the payment of the full
purchase price.
8. The Deed shall be delivered and the sale closed within thirty (30)
days after the exercise of the Option and determination of the sale
price; provided that if title is not acceptable at that time, the
--------
sale shall be closed within three (3) days after title is accepted
by Grantee as set forth at Section 3 above. The closing shall be at
the office of the Seller's attorney in Worcester, Massachusetts or
such other place as the parties may mutually agree.
9. This Option to Purchase is personal to the Grantee named herein,
may not be assigned and if the Option is not exercised by notice in
writing prior to midnight of the 31st day of December, 2018, the
same shall expire and the consideration paid therefor shall be
retained by Grantor as payment for the granting of this Option.
10. All notices or other communications hereunder to either party will
be (i) in writing either by courier, personal delivery, mail, email
or facsimile and (ii) addressed:
To the Grantor:
Gold Street Realty, LLC
Attention:
--------------------------
--------------------------
With a mandatory copy to:
Seder & Xxxxxxxx
Attention: Xxxx X. X'Xxxxxxx, Esq.
000 Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
To the Grantee:
Xxxxxxxx Textile Services, Inc.
Attention: President
0000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
- 2 -
With a mandatory copy to:
Xxxxxxxx Corporation
Attention: Xxxxxx X. Xxxx, Esq.
Vice President and General Counsel
000 X. Xxxxx Xxxx Xxxx
Xxxxxxxxxxxx, XX 00000
And with a mandatory copy to:
Xxxxxxxx Xxxxxx LLP
Attention: Xxxxxx X. XxXxxx
One XX Xxxx Xxxxx
Xx. Xxxxx, XX 00000
If notice is given by mail, it will be deemed to have been given on
the earlier of receipt by the intended recipient or on the second
business day after the date when deposited in the United States
mail by registered or certified mail, postage prepaid, addressed as
hereinabove described. If notice is given by facsimile, it will be
deemed to have been given on the date shown on the facsimile
confirmation. If notice is given by email, it will be deemed to
have been given on the date sent so long as the recipient confirms
its receipt by email or the sender of such notice follows such
email with a copy of the email by mail (registered or certified
mail, postage prepaid, addressed as hereinabove described),
personal delivery or courier. If notice is given by personal
delivery or courier, it will be deemed to have been given on the
date delivered.
The parties mentioned in this subparagraph may, by notice given
hereunder, designate any further or different addresses to which
subsequent notices shall be sent to it.
11. This Contract shall be binding upon the personal representatives,
executors, administrators, heirs and assigns of Grantor, and inure
to the personal representatives, executors, administrators, heirs
and assigns of Grantee and if accepted be binding upon them.
12. Neither the Grantee nor the Grantor has dealt with any broker in
connection with this transaction and the parties agree to
exonerate, indemnify and save one another harmless of and from all
loss, cost, damage or expense sustained as a result of any claims
of any broker or other person with respect to this transaction. The
provisions of this Paragraph shall survive the closing.
13. If Grantee notifies Grantor of its intention to purchase the
Property pursuant to this Option and Grantor thereafter fails to
complete the purchase of the Property as set forth herein, this
Option shall terminate and the parties will have no further
obligation to one another hereunder. In order to evidence its
compliance with the terms of this Option and to clear this
encumbrance from the title to the Property in the event the
Property is sold to a party other than the Grantee, the Grantor
shall make and record with the Worcester District Registry of Deeds
an Affidavit terminating this Option and stating that Grantee has
given notice to the Grantor of its intention to purchase the
Property in accordance with this Option but has failed to complete
the same.
[SIGNATURE PAGE FOLLOWS]
- 3 -
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first above written.
GRANTOR: GRANTEE:
Gold Street Realty, LLC Xxxxxxxx Textile Services, Inc.
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxx
-------------------------------- -------------------------------
Printed Name: Xxxx X. Xxxxxxx Printed Name: Xxxxxx X. Xxxx
---------------------- ---------------------
Title: Member Title: Vice President
----------------------------- ----------------------------
- 4 -
