EXHIBIT 10.9
FINAL
AGREEMENT OF PURCHASE AND SALE OF REAL PROPERTY
THIS AGREEMENT OF PURCHASE AND SALE OF REAL PROPERTY (this
"AGREEMENT") is made as of this 5th day of January, 1999, by and between
TEL-SAVE, INC., a Pennsylvania corporation (the "SELLER"), and JIMLEW CAPITAL
LLC, a Delaware limited liability company (the "PURCHASER").
WITNESSETH:
WHEREAS, Seller is the fee simple owner of all of that certain
parcel of real property containing approximately ten (10) acres and located in
the Solebury Township, Bucks County, Pennsylvania, which for tax purposes is
known as Tax Parcel 41-28-67, as more particularly described on Exhibit "A"
attached hereto and incorporated herein, together with all buildings and
improvements thereon, including without limitation office building improvements
and known by street address as ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ in ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, all right, title and interest of Seller in and to any land lying in the
bed of any existing dedicated street, road or alley adjoining thereto, all
strips and gores adjoining thereto, and all rights, ways, easements, privileges
and appurtenances thereunto belonging (the "PROPERTY"); and
WHEREAS, Seller desires to sell, and Purchaser desires to
purchase, the Property on the terms and conditions set forth herein; and
WHEREAS, this Agreement is executed in conjunction with a
Severance Agreement dated on or about the date hereof, and shall constitute the
agreement described at Section 7.1.3 of the Severance Agreement; and
WHEREAS, as a condition to closing on this Agreement, Seller and
Purchaser shall execute a lease under which Seller will lease back a portion of
the Property from Purchaser ("LEASE").
NOW, THEREFORE, in consideration of the foregoing premises, the
mutual covenants set forth herein, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Seller and
Purchaser hereby agree as follows:
1. AGREEMENT TO SELL AND PURCHASE. Seller agrees to sell and
Purchaser agrees to purchase the Property on the terms and conditions
hereinafter set forth.
2. PURCHASE PRICE AND TERMS. The purchase price of the Property
shall be one million nine hundred eighty-one thousand four hundred fifty-four
dollars ($1,981,454). The purchase price shall be paid in full at closing in the
form of cash or, at Purchaser's election, shares of ▇▇▇-▇▇▇▇.▇▇▇, Inc. stock.
The ▇▇▇-▇▇▇▇.▇▇▇, Inc. stock shall be valued as of the close of business on the
day immediately prior to the date of
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closing hereunder, or the close of business on December 31, 1998, whichever
value is higher.
3. INVESTIGATION OF PROPERTY.
(a) DELIVERY OF DOCUMENTS. Seller shall upon request of
Purchaser provide copies of any of the following documents or any other
documents and information relating to the Property as Purchaser may reasonably
request and which are in Seller's possession or under Seller's control: all
existing leases, rent rolls, insurance policies, agreements, surveys, site
plans, permits, certificates of occupancy, plans and specifications,
environmental, hazardous waste, radon, engineering, architectural or zoning
documents, tests, or reports, and title insurance policies or reports, if any,
relating to the Property which are in Seller's possession or under Seller's
control.
(b) INSPECTION OF PROPERTY. Purchaser, its agents and
representatives shall have the right to enter on to the Property prior to
closing hereunder for purposes of conducting surveys, soil tests, market
studies, engineering tests and such other tests, investigations, studies and/or
inspections as Purchaser deems necessary or desirable to evaluate the Property,
provided that (i) all such tests, investigations, studies and inspections shall
be conducted at Purchaser's sole risk and expense, (ii) Purchaser shall give
Seller reasonable prior notice of its entry onto the Property, (iii) Purchaser
shall use reasonable efforts to minimize any interference with the activities of
occupants on the Property, and (iv) Purchaser shall indemnify and hold Seller
harmless from and against any losses, liabilities, costs or expenses (including
reasonable attorneys' fees) arising out of Purchaser's entry onto the Property.
4. TITLE.
(a) CONDITION AT CLOSING. At closing hereunder, Seller shall
convey fee simple title to the Property, marketable and good of record and in
fact, free and clear of any and all liens, defects, encumbrances, leases,
easements, covenants, restrictions or other matters whatsoever, whether recorded
or unrecorded, except for (i) the lien of real estate taxes, water rents and
sewer charges not yet due and payable and (ii) Title Objections approved by
Purchaser pursuant to Section 4(b) hereof.
(b) TITLE OBJECTIONS. Seller and Purchaser acknowledge that a
title insurance policy was obtained by Seller on June 6, 1996 in conjunction
with Seller's purchase of the Property in 1996. Said title policy was written by
American Land Title Association and is known as Policy ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, dated
June 6, 1996 (the "TITLE POLICY"). Seller warrants that there have been no
material encumbrances recorded against the Property since the date of the Title
Policy dated June 6, 1996 of which Seller is aware. Purchaser has had an
adequate opportunity to review the Title Policy, and accepts that the Title
Policy and the additional warranty of Seller constitute sufficient assurance of
Seller's ability to convey good title to the Property. If Purchaser desires
further title investigation, insurance or survey of the Property, Purchaser may
obtain such at his own expense. If Purchaser shall determine that any matter or
matters affecting the Property, described in
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such investigation, insurance or survey and not shown on the Title Policy or
Exhibit "B" are unacceptable ("TITLE OBJECTIONS"), Purchaser shall notify Seller
in writing of such matter or matters prior to closing, and Seller shall have the
option to either correct the Title Objections at its own expense and proceed
with the closing, or to terminate this Agreement. Notwithstanding the provisions
of this Section 4(b), Seller shall release at or prior to closing all monetary
liens and encumbrances encumbering the Property. Notwithstanding the foregoing,
Purchaser hereby approves the title exceptions listed on Exhibit "B" attached
hereto and hereby incorporated, subject to the review of a survey if ordered by
Purchaser as set forth above.
5. CLOSING.
(a) TIME AND PLACE. Closing under this Agreement shall be held
on January 5, 1999. Closing shall be held at the offices of Seller, Seller's
counsel or such other place as is acceptable to both Seller and Purchaser.
(b) CLOSING DOCUMENTS.
(1) BY SELLER. At closing hereunder, Seller shall:
(i) Execute, acknowledge and deliver a special
warranty deed in the name of the person or entity designated by Purchaser.
(ii) Execute, acknowledge and deliver a Non-Foreign
Affidavit as required under Section 9(b) hereof.
(iii) Cause the cancellation and termination of any
lease affecting the Property, the vacation of any tenant in the Property except
as provided in the Lease, and deliver evidence thereof to Purchaser.
(iv) Execute and deliver to Purchaser a settlement
statement.
(v) Execute and deliver the Lease.
(vi) Execute, acknowledge as appropriate and deliver
such additional documents as may be necessary or customary to consummate the
transactions contemplated herein.
(2) BY PURCHASER. At closing hereunder, Purchaser shall:
(i) Pay the purchase price in accordance with Section
2 hereof.
(ii) Execute and deliver to Seller a settlement
statement.
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(iii) Execute and deliver the Lease.
(iv) Execute, acknowledge and deliver such additional
documents as may be necessary or customary to consummate the transactions
contemplated herein.
(c) CLOSING ADJUSTMENTS. Real estate taxes, water rents, sewer
charges, other utilities and similar charges shall be prorated and adjusted to
the date of closing hereunder. Any special assessments imposed by any
governmental agency or authority which are pending, noted or levied, or which
may be levied, noted or ordered prior to closing, shall be satisfied by Seller
at or prior to closing hereunder. If such taxes, rents or other charges are not
able to be determined on the date of closing, then the parties will prorate and
adjust such taxes, rents or other charges as soon as reasonably possible after
the closing contemplated hereunder, the parties agreeing that the terms of this
sentence shall survive the closing hereunder.
(d) CLOSING COSTS. The transfer and recordation tax shall be
divided equally between Seller and Purchaser. Seller and Purchaser shall each
pay their respective attorneys' fees. Purchaser shall pay the premium of any
title insurance policy purchased by Purchaser, and any survey costs. All other
closing costs and charges shall be paid according to custom in Pennsylvania.
(e) POSSESSION. Subject to the terms of the Lease, Seller
shall give possession and occupancy of the Property to Purchaser at closing
hereunder and no person or entity shall be occupying or possessing the Property.
In the event Seller shall fail to do so, Purchaser shall have the following
options:
(1) to continue to acquire the Property in which event
Seller, and any person or entity occupying the Property through Seller, shall
become and thereafter be a tenant at sufferance of Purchaser and Seller hereby
waives all notices to quit provided by the laws of the Commonwealth of
Pennsylvania or otherwise; or
(2) to exercise any rights and remedies Purchaser may have
under this Agreement or law or at equity.
(f) NOTICE OF VIOLATIONS. All notices of violations of orders
or requirements issued by any governmental agency or authority, or actions in
any court on account thereof, against or affecting the Property at the date of
closing hereunder, shall be complied with by Seller and the Property conveyed
free thereof.
6. CONDITIONS TO CLOSING. The obligation of Purchaser to close
hereunder is subject to the satisfaction, at or prior to closing, of each of the
following conditions, any of which may be waived, in whole or in part, in
writing by Purchaser at or prior to closing:
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(a) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Seller set forth herein shall be true and correct in all material
respects.
(b) TITLE. Title to the Property shall be in the condition
required by Section 4 hereof.
(c) COMPLIANCE BY SELLER. Seller shall have performed and
complied with all of the covenants and conditions required by this Agreement to
be performed or complied with at or prior to closing.
(d) NO ADVERSE MATTERS. No material portion of the Property
shall have been adversely affected as a result of earthquake, disaster, any
action by governmental authority, flood, riot, civil disturbance, or act of God
or public enemy.
(e) LEASES. Other than the Lease, all leases affecting the
Property shall be cancelled and terminated and the terms and conditions of
Section 5(e) above are satisfied.
7. CONDITION OF PROPERTY. At closing hereunder, Purchaser shall
take the Property in "as is" condition as of the date of this Agreement,
reasonable wear and tear excepted. Seller assumes all risk of loss or damage to
the Property by fire or other casualty until the deed of conveyance to Purchaser
is delivered to Purchaser. In the event that all or any portion of the Property
is damaged or destroyed by fire or other casualty prior to closing hereunder,
Seller shall promptly notify Purchaser of the same. In the event the cost of
repair thereof is less than One Hundred Thousand Dollars ($100,000.00), Seller
shall promptly undertake such repair and complete the same prior to closing
hereunder. In the event the cost of repair thereof is equal to or greater than
One Hundred Thousand Dollars ($100,000.00), and such damage or destruction is
not fully repaired by Seller prior to closing hereunder, Purchaser, in its sole
discretion, shall either (i) proceed to closing hereunder with no reduction in
the purchase price, in which event all insurance proceeds attributable to such
damage or destruction shall be delivered or assigned to Purchaser at closing and
the amount of any deductible with respect to such damage or destruction paid by
Seller to Purchaser, or (ii) terminate this Agreement, in which event the
parties hereto shall be released from any further liabilities or obligations
hereunder.
8. OBLIGATIONS PENDING CLOSING.
(a) TITLE TO PROPERTY. Except as may be necessary to cure
Title Objections, Seller shall not cause or permit any change in the status of
title to the Property prior to closing hereunder.
(b) CONDITION OF PROPERTY. Seller shall continue to operate
and maintain the Property in the ordinary course of business, and shall not
cause or permit any adverse change in the condition of the Property, reasonable
wear and tear and damage by fire or the elements excepted.
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(c) CONTRACTS. Seller shall not enter into any contracts and
agreements relating to the management and operation of the Property.
(d) INSURANCE. Prior to closing hereunder, Seller shall
maintain in full force and effect insurance against loss or damage by fire and
such other hazards as are customarily covered by extended coverage endorsements
in an amount sufficient to prevent Seller from becoming a co-insurer of any loss
or damage.
(e) CONDEMNATION. In the event any governmental agency should
notify Seller, or Seller should become aware, of any permanent or temporary
actual or threatened taking or condemnation of any portion of the Property,
Seller shall promptly notify Purchaser of the same. Purchaser shall thereupon be
entitled, at its sole option, (i) to proceed to closing hereunder with no
reduction in the purchase price in which event any and all proceeds of such
taking or condemnation shall be delivered or assigned to Purchaser at closing
hereunder, or (ii) to terminate this Agreement, in which event all parties shall
be relieved from any further liabilities or obligations hereunder.
9. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and
warrants to Purchaser as follows, all of which representations and warranties
are true and correct as of the date hereof and shall be true and correct as of
closing hereunder:
(a) Seller (i) is a corporation duly formed, validly existing
and in good standing under the laws of the Commonwealth of Pennsylvania, (ii)
has full power and authority to sell the Property to Purchaser without the
consent of any other person or entity, (iii) has authorized the execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby, and (iv) is the sole legal and equitable owner
of record and in fact of good and marketable fee simple title to the Property.
(b) Seller is not a "foreign person" as that term is defined
in Section 1445 of the Internal Revenue Code, and Seller shall execute an
affidavit to such effect in the form to be provided by Purchaser. Seller shall
indemnify Purchaser and its agents against any liability or cost, including
reasonable attorneys' fees, in the event that this representation is false or
Seller fails to execute such affidavit at closing hereunder.
(c) No taking by power of eminent domain or condemnation
proceedings have been instituted or, to the best of Seller's knowledge,
threatened for the permanent or temporary taking or condemnation of all or any
portion of the Property.
(d) There is not pending or, to the best of Seller's
knowledge, threatened, any litigation, proceeding or investigation relating to
the Property or Seller's title thereto, nor does Seller have reasonable grounds
to know of any basis for such litigation, proceedings or investigations.
(e) To the best of Seller's knowledge, there exists no
violation of any law, regulation, orders or requirements issued by any
governmental agency or authority, or action in any court on account thereof,
against or affecting the Property.
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(f) Seller has not made, and prior to closing hereunder will
not make, any commitments to any governmental authority or agency, utility
company, school board, church or other religious body, or to any other
organization, group or individual, relating to the Property which would impose
on Purchaser the obligation to make any contributions of money, dedication of
land or grants of easements or rights-of-way, or to construct, install or
maintain any improvements, public or private, on or off the Property.
(g) All services performed or materials provided in connection
with the construction of improvements on the Property have been paid.
(h) No commission or other fee will be due or payable to any
real estate agent, broker or finder after closing hereunder in connection with
any lease existing on the date of full execution of this Agreement.
(i) There are no contracts and agreements relating to the
management and operation of the Property.
(j) To the best of Seller's knowledge, the buildings and
improvements constituting the Property are structurally sound, no portion of the
improvements is subject to penetration by rain or surface water, and the
heating, air conditioning, ventilating and other mechanical, electrical and
plumbing systems and equipment included in the Property are in good working
order, repair and condition, reasonable wear and tear excepted.
(k) To the best of Seller's knowledge, the Property is zoned
light industrial under the zoning ordinances and regulations of Solebury
Township, and such classification permits, as a matter of right and without any
special exception, special use permit, or variance (except for a variance
required by the Department of Environmental Resources concerning the
installation of a bridge over a stream on the Property and a sewer variance),
the use of the Property as the same is currently used, subject to the
restrictions described in the Solebury Township Zoning Hearing Board Application
of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ dated September 17, 1984.
(l) Seller has not received any notice from the state, county
or federal governments, or any governmental agency or authority thereof that the
buildings and improvements at the Property do not comply with the Americans With
Disabilities Act and/or the regulations promulgated thereunder. It is
specifically understood that the Seller makes no other representations or
warranties regarding the compliance or noncompliance of the Property and the
buildings and improvements thereon with the Americans With Disabilities Act
and/or the regulations promulgated thereunder. To the best of Seller's
knowledge, the buildings and improvements at the Property comply with all other
applicable subdivision ordinances, building codes, certificates of occupancy and
other applicable Federal, Pennsylvania and Bucks County ordinances, orders and
regulations.
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(m) To the best of Seller's knowledge, there are in existence
at the Property no "hazardous wastes" as that term is defined in the Resource
Conservation and Recovery Act, the Comprehensive Environmental Resources,
Compensation and Liability Act, the regulations issued pursuant thereto by the
Federal Environmental Protection Agency and/or in the applicable law of the
Commonwealth of Pennsylvania or any subdivision thereof, including without
limitation radon levels in excess of applicable regulations ("HAZARDOUS
WASTES"). Seller is not a generator of any such Hazardous Wastes, and to the
best of Seller's knowledge, is in full compliance with all Hazardous Waste
emission, reporting, storage and removal requirements imposed by applicable law.
(n) To the best of Seller's knowledge, there is in existence
at the Property no "asbestos" as that term is defined in regulations promulgated
by the Federal Environmental Protection Agency and/or the Occupational Safety
and Health Administration ("ASBESTOS").
(o) To the best of Seller's knowledge, the Property is not
located within an area designated as a flood hazard area under the Federal Flood
Protection Act of 1973, on the applicable U.S. Department of Housing and Urban
Development Flood Hazard Boundary Map, or any special flood hazard map published
by the Federal Emergency Management Agency, although the parties recognize that
there is a small stream on the Property.
(p) All documents and other information provided by Seller to
Purchaser pursuant to this Agreement shall be true and complete in all material
respects.
(q) The person executing this Agreement on behalf of Seller is
an officer of Seller and is duly authorized by Seller to execute this Agreement
and has full power and authority to execute the same on behalf of Seller.
(r) Seller is the owner of the Property.
(s) There is no personal property owned by Seller which is
being transferred to Purchaser under the terms of this Agreement.
10. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser
represents and warrants to Seller as follows, all of which representations and
warranties are true and correct as of the date hereof and shall be true and
correct as of closing hereunder:
(a) Purchaser (i) is a limited liability company duly formed,
validly existing and in good standing under the laws of the State of Delaware,
(ii) has full power to and authority to purchase the property from Seller
without the consent of any person or entity (or such consent has already been
obtained therefor), and (iii) has authorized the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby.
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11. INDEMNITY. Seller hereby agrees to indemnify, defend and hold
Purchaser harmless from and against any and all damages, claims, expenses and
liabilities (including without limitation reasonable attorneys' fees and the
cost of remediating or implementing corrective action with respect thereto)
("LOSS") arising from or in connection with any Hazardous Waste or Asbestos at,
on, in, under, affecting or otherwise related to any portion of the Property,
any surrounding property or the surrounding environment. The foregoing indemnity
shall not apply to any Loss on and after the date the Property is sold to
Purchaser to the extent the Seller establishes that such Loss is not the result
of a release of, or other action with respect to, Hazardous Waste or Asbestos
before the date of such acquisition.
12. DEFAULT. If Purchaser shall fail to complete settlement as
herein provided, Seller, may undertake any and all legal and equitable actions,
including, without limitation, a suit for specific performance.. If Seller shall
fail to complete settlement as herein provided, or default in any manner under
this Agreement, Purchaser, may undertake any and all legal and equitable
actions, including, without limitation, a suit for specific performance.
13. BROKERS. Seller and Purchaser each represents and warrants to
the other that no real estate agent, broker or finder has acted for it in
connection with this Agreement and the transactions contemplated hereby, and
each shall indemnify and save the other harmless from the claim of any such
persons claiming by or through it for commissions or fees by reason of this
Agreement or the transaction contemplated hereby.
14. NOTICES. Any notice required or permitted to be given
hereunder shall be in writing and shall be hand-delivered, delivered by
overnight courier or mailed by certified mail, postage prepaid, return receipt
requested, to the parties hereto at their respective addresses set forth below,
or at such other addresses of which either party shall notify the other party in
accordance with the provisions hereof, and shall be deemed given as of the date
delivered (if given by hand-delivery), one (1) business day after the sending
thereof (if given by overnight courier) and as of three (3) business days after
the mailing thereof (if given by certified mail):
If to the Seller:
▇▇▇-▇▇▇▇.▇▇▇, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Legal Dept.
with a copy to:
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▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇, Esq.
If to the Purchaser:
Jimlew Capital LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
15. BINDING EFFECT AND ASSIGNMENT. Seller and Purchaser agree that
the terms and conditions of this Agreement shall be binding upon, and shall
inure to the benefit of, their respective heirs, legal representatives and
assigns.
16. OTHER AGREEMENTS. This Agreement is being executed in
conjunction with a Severance Agreement dated on or about the date hereof and
shall constitute the agreement described at Section 7.1.3 of the Severance
Agreement. The effectiveness of this Agreement and of each agreement set forth
in Section 7.1 of the Severance Agreement is conditioned upon the execution and
delivery of each of such agreements. Seller and Purchaser are also executing the
Lease. Other than the Lease and other agreements referenced in this paragraph
16, this Agreement contains the entire understanding between the parties hereto
with respect to the Property and is intended to be an integration of all prior
or contemporaneous agreements, conditions or undertakings between the parties
hereto; there are no promises, agreements, conditions, undertakings, warranties
or representations, oral or written, express or implied, between and among the
parties hereto with respect to the Property other then as set forth herein and
subject to the other agreements referenced in this paragraph.
17. MODIFICATION. No change or modification of this Agreement
shall be valid unless the same is in writing and signed by Seller and Purchaser.
No purported or alleged waiver of any of the provisions of this Agreement shall
be valid or effective unless in writing signed by the party against whom it is
sought to be enforced. All representations, warranties, covenants and
indemnities herein shall survive closing hereunder for one (1) year after the
date of the closing and shall not be merged in the deed of conveyance during
such one (1) year period. It is agreed that time is of the essence in the
performance of the terms of this Agreement. Seller and Purchaser shall, at
Purchaser's option, record a short form memorandum of this Agreement giving
notice of the terms hereof, and the costs thereof shall be allocated among
Purchaser and Seller in accordance with Section 5(d) hereof.
18. INTERPRETATION. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania.
Captions herein are for convenience of reference only and in no way define,
limit or expand the scope or intent of
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this Agreement. Whenever the context hereof shall so require, the singular shall
include the plural, the male gender shall include the female, and vice versa.
This Agreement may be executed in two (2) or more counterparts, all of which
together shall constitute but one and the same Agreement. In the event that one
(1) or more of the provisions hereof shall be held to be illegal, invalid or
unenforceable, such provisions shall be deemed severable and the remaining
provisions hereof shall continue in full force and effect. Reference in this
Agreement to the date of full execution hereof shall mean the date on which this
Agreement is fully executed and ratified by both Purchaser and Seller.
[Signatures follow on the next page]
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed under seal on the date first above written.
SELLER:
WITNESS: TEL-SAVE, INC.,
a Pennsylvania corporation
____________________ By: _____________________[SEAL]
Name
Title
Date: _________________________
PURCHASER:
WITNESS: Jimlew Capital LLC,
a Delaware limited liability company
____________________ By: ____________________[SEAL]
Name
Title
Date: _________________________
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LIST OF EXHIBITS
Exhibit "A": Description of Property
Exhibit "B": Approved Title Exceptions
FINAL
EXHIBIT "A"
DESCRIPTION OF PROPERTY
ALL THAT CERTAIN parcel of land, Situate in the Township of Solebury, County of
Bucks and Commonwealth of Pennsylvania, bounded and described according to Plan
of Survey made for ▇▇▇▇▇▇ Brothers, by ▇▇▇▇▇▇ ▇▇▇▇, Registered Surveyor of
Solebury, Pennsylvania, dated December 31, 1974, and revised December 19, 1977,
as follows:
BEGINNING at a point on the Westerly side of L.R. 1086 Spur, said point being a
corner in line of lands now or late of ▇.▇. Materials Co., Inc., on the Solebury
Township - New Hope Borough line; thence along said lands now or late of ▇.▇.
Materials Co., Inc., on the Solebury Township - New Hope Borough line, South
eighty-one degrees thirty minutes thirty-eight seconds West, three hundred
ninety-three and twenty-one one-hundredths feet to a point, a corner in line of
lands of The Delaware River Joint Toll Bridge Commission; thence along said
lands of The Delaware River Joint Toll Bridge Commission, the four following
courses and distances: (1) North seventeen degrees sixteen minutes eleven
seconds West, four hundred seventy-seven and fifty one-hundredths feet to a
point, a corner; thence (2) North thirty-nine degrees two minutes twenty-five
seconds East, ninety and fourteen one-hundredths feet to a point, a corner (3)
North seventeen degrees sixteen minutes eleven seconds West fifty and no
one-hundredths feet to a point, a corner; and (4) North fifty-one degrees
thirty-three minutes ten seconds West, two hundred twenty-one and ninety-three
one hundredths feet to a point, a corner of lands now or late of ▇▇▇▇▇▇▇ and
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; thence along said lands now or late of ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, North eighty-two degrees twenty minutes nineteen seconds East, eight
hundred sixty-two and thirty-three one-hundredths feet to a point, a corner on
the Westerly side of the aforesaid L.R. 1086 Spur; thence along the said
Westerly side of L.R. 1086 Spur; along a curve to the left, having a radius of
one thousand, two hundred five and ninety-two one-hundredths feet, for the arc
length of forty and four one-hundredths feet, to a point of tangency, thence
still along the same, South thirteen degrees, thirty-nine minutes thirty-nine
seconds West, six hundred fifty-four and ten one-hundredths feet to a point of
curvature; thence along a curve to the right, having a radius of one-thousand,
eighty-five and ninety-two one-hundredths feet, for the arc length of
ninety-eight and eighty-one one-hundredths feet, to the point and place of
beginning.
CONTAINING 10.06 ACRES OF LAND
COUNTY TAX PARCEL NO.: 41-28-67
BEING THE SAME PREMISES which The Fidelity Bank, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, III, trustees for Marital Trust under the Will of
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, deceased and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, husband
and wife by Deed dated October 9, 1984, and recorded October 31, 1984, in Land
Record Book 2582 Page
-2- FINAL
653, Bucks County records, granted and conveyed unto Omni Contractors a
Pennsylvania General Partnership, in fee.
TOGETHER with all and singular the buildings and improvements, ways, streets,
alleys, driveways, passages, waters, water-courses, rights, liberties,
privileges, hereditaments and appurtenances, whatsoever unto the hereby granted
premises belonging, or in anywise appertaining, and the reversions and
remainders, rents, issues, and profits thereof; and all the estate, right,
title, interest, property, claim and demand whatsoever of the said grantor, as
well at law as in equity, of, in and to the same.
FINAL
EXHIBIT "B"
APPROVED TITLE EXCEPTIONS
1. Discrepancies, conflicts in boundary lines, shortage in area,
encroachments, or any other facts which a correct survey would
disclose, and which are shown by the public records.
2. Possible additional tax assessment for new construction and/or major
improvements not yet due and payable.
3. Stream of water flows through premises hereon, subject to rights of
other riparian owners abutting stream.
