AGREEMENT
(Park Ridge, New Jersey)
THIS AGREEMENT (this "Agreement") made this 3rd day of July, 1996, by and
between CCC of New Jersey, Inc., a Delaware corporation ("CCC"), and CareMatrix
of Massachusetts, Inc. (f/k/a CareMatrix Corporation), a Delaware corporation
("CareMatrix").
WHEREAS, CCC has entered into that certain Purchase Agreement (the
"Purchase Agreement"), dated April 12, 1995, relating to a certain parcel of
land located in Park Ridge, New Jersey (the "Land"), a copy of which is attached
hereto as Exhibit A,
WHEREAS, CCC desires for CareMatrix to develop the Land for an
assisted/independent living facility consisting of approximately one hundred
(100) units (the "Project");
WHEREAS, upon the completion of construction of the Project, CCC desires
for CareMatrix to provide operational management services for the Project; and
WHEREAS, CCC desires to demonstrate its intention to enter into a turnkey
development agreement and a management agreement with CareMatrix.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. CCC and CareMatrix agree that CareMatrix shall act as developer of the
Project pursuant to a turnkey development agreement in form and
substance reasonably satisfactory to each of CCC and CareMatrix.
2. CCC and CareMatrix agree that upon completion of construction of the
Project, CareMatrix shall provide operational management services for
the Project pursuant to a management agreement in form and substance
reasonably satisfactory to each of CCC and CareMatrix.
3. This Agreement (i) shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, (ii)
shall be governed by the laws of the Commonwealth of Massachusetts,
and (iii) may not be modified orally, but only by a writing signed by
each of CCC and CareMatrix.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date and year first above written.
CCC OF NEW JERSEY, INC.
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title:
CAREMATRIX OF MASSACHUSETTS, INC.
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title:
Exhibit A
PURCHASE AND SALE AGREEMENT
AGREEMENT made as of the 12th day of April, 1995 by and between Continuum
Care of New Jersey, Inc., a Delaware Corporation ("Buyer"), having an address at
000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, and Xxxxx Data Corporation (the
"Corporation") and Xxxxxx Xxxxx ("Xxxxx"), individually (collectively,
"Seller"), having an address at Mill Road at Grand Avenue, Xxxxxxxx Xxxxxx, Xxxx
Xxxxx, Xxx Xxxxxx 00000.
W I T N E S S E T H:
In consideration of the mutual covenants herein contained and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Buyer and Seller hereby agree as follows:
1. AGREEMENTS TO SELL AND PURCHASE, DESCRIPTION OF PROPERTY; NOMINEE.
(a) Purchase and Sale. Seller agrees to convey to Buyer and Buyer hereby
agrees to purchase from Seller, for the price and upon the terms and conditions
set forth herein, the following:
(i) The land located in the Boroughs of Montvale and Park Ridge,
Bergen County, New Jersey, containing ten (10) acres, more or less, described in
Exhibit 1.1 attached hereto and made a part hereof, shown on the current tax
assessment maps of the respective municipalities as Lots 1 and 2, Block 1401,
and Xxx 0, Xxxxx 0000 xx Xxxx Xxxxx, Xxx Xxxxxx and Xxx 0-X, Xxx 0 xxx Xxx 0,
Xxxxx 56 in Montvale, New Jersey, and all easements and rights of way
appurtenant to such land, and all of Seller's right, title and interest in and
to any alleys, strips and gores abutting or adjoining such land and in and to
any highways, streets, and ways abutting or adjoining the Land (hereinafter,
collectively, the "Land");
(ii) all buildings, structures and other improvements located on the
Land (collectively, the "Improvements") in their "as is" and "where is"
condition as of the "Closing Date" (as hereinafter defined);
(iii) the fixtures attached to the Land and Improvements
(collectively, the "Personal Property") in their "as is" and "where is"
condition as of the Closing Date;
The Land, Improvements and Personal Property and all of the foregoing are,
collectively, referred to as the "Property").
(b) Intended Use. Seller understands and acknowledges that Buyer intends to
use the Property for development of a facility or facilities to be used for two
hundred ten (210) beds for long-term care and up to one hundred (100) beds for
assisted living/senior housing, together with parking and related improvements
and landscaping (the "Intended Use") and Buyer understands and acknowledges that
the Intended Use is not a
permitted use under existing zoning and other governmental restrictions thereto.
(c) Nominee. Seller acknowledges and agrees that Buyer shall have the right
to designate a nominee to take title to the Property by notice to Seller given
not later than the Closing Date provided that, in all events, Buyer shall be
primarily liable for performance of all obligations hereunder. Any entity in
which the principals or affiliates of Buyer own or control, directly or
indirectly, at least fifty (50%) percent of the beneficial interests therein, or
any Master limited partnership or real estate investment trust organized by
Buyer or any of the principals or affiliates of Buyer, will be deemed a nominee
for the purpose of this Section.
2. PURCHASE PRICE; DEPOSIT; ADJUSTMENTS; ESCROW.
(a) Purchase Price. The agreed purchase price for the Property (the
"Purchase Price") is Three Million Seven Hundred Thousand and no/100
($3,700,000.00) Dollars which Purchase Price shall be payable as follows:
(i) a total deposit (the "Deposit") in the amount of Two Hundred
Twenty-Five Thousand and no/10 ($225,000.00) Dollars has been paid on or before
the date hereof;
(ii) Three Million Four Hundred Seventy-Five Thousand and no/100
($3,475,000.00) Dollars is to be paid at the Closing, upon delivery of the Deed
and issuance by the "Title Insurer" (as defined below) of title insurance with
gap coverage, in cash or by certified, cashier's, treasurer's or bank check or
checks or by wire transfer to an account designated by Seller, which designation
shall be made not less than seventy-two (72) hours prior to the Closing Date.
(b) Deposit.
The Deposit shall be held in an interest-bearing escrow account as provided
in Section 2(d) below, subject to the terms of this Agreement, and shall be duly
accounted for at the Closing (as defined below). All interest on the Deposit is
to be accounted for and paid in equal shares to Buyer and Seller if the Closing
occurs. If the Deposit is returned to Buyer under the terms of this Agreement
then the entire amount and interest shall be paid to Buyer, and if Seller shall
retain the Deposit under the terms of this Agreement, then the entire amount of
the interest shall be paid to Seller.
c. Adjustments.
(i) Water and sewer charges, charges for electricity, gas and other
utilities and operating expenses, value of fuel stored on the Property at the
price then charged by Seller's
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supplier and real property taxes with respect to the Property for the then
current fiscal tax period, shall be apportioned as of the Closing Date, and the
net amount shall be added or deducted from the Purchase Price, as the case may
be.
(ii) If, on the Closing Date, the amount of real property taxes for
the then current fiscal tax period is not known or is estimated, the
apportionment of real property taxes called for herein shall be made on the
basis of the real property taxes for the preceding fiscal tax period or
estimate, respectively, and an appropriate reapportionment shall be made as soon
as the new rate and valuation can be ascertained for the then current fiscal tax
period for any increase or decrease in real estate taxes which may occur after
the Closing Date.
(iii) Each party shall pay its own attorney's fees incurred in
connection with the negotiation of this Agreement and consummation of the
transactions contemplated by this Agreement, except as otherwise expressly
provided herein. Seller shall pay the cost of all deed stamps or transfer taxes
assessed with respect to the sale of the Property, and recording fees for
releases and other documents required to clear title or to comply with its
obligations hereunder. Buyer shall pay for recording costs of the Deed and any
loan documents relating to Buyer's financing for the Property, as well as the
costs of any survey, owner's or lender's title insurance policy, environmental
site assessment or appraisal which Buyer may elect to obtain in connection with
the Property.
(iv) If at any time following the making of any of the adjustments to
the Purchase price, the amount thereof shall prove to be incorrect, or it should
be discovered that some adjustment which should have been made was inadvertently
omitted altogether, the party in whose favor the error was made shall pay the
sum necessary to correct such error to the other party promptly following
receipt of notice of such error from such other party. The provisions of this
Section 2(c)(iv) shall survive the delivery of the Deed or the termination of
this Agreement for a period of one (1) year thereafter when all liability under
this Section shall thereupon terminate.
(d) Escrow Account. (i) The Deposit shall be held by the law firm of
Xxxxxxx Xxxxxxxx, 00 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxx, Xxx Xxxxxx, as escrow agent
(the "Escrow Agent"), in an interest-bearing certificate or certificates of
deposit in United Jersey Bank and/or Jersey Bank for Savings, having a maturity
of not less than three (3) months. Such account shall be maintained until the
Deposit and the interest thereon have been delivered to Buyer, Seller or a court
of competent jurisdiction in accordance with the following provisions of this
Section, and shall terminate on the date of such delivery.
(ii) The Escrow Agent shall account for the Deposit in accordance with the
terms of this Agreement, or otherwise to
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Seller or Buyer promptly after receiving a joint written notice from Seller and
Buyer directing the disbursement of the same, such disbursement to be made in
accordance with such direction. If the Escrow Agent receives written notice from
either Buyer or Seller that the other party has defaulted in the performance of
its obligations under this Agreement or that any condition to the performance of
obligations under this Agreement has not been fulfilled within the time period
stipulated, which notice shall describe such default or non-performance, then
the Escrow Agent shall (A) promptly give notice to the party alleged to have
defaulted or to have failed to fulfill its obligation of the Escrow Agent's
receipt of such notice from the other party and shall enclose a copy of such
notice from the other party, and (B) subject to the provisions of Section 2(d)
(iii) below which shall apply if a conflict arises, on the fourteenth day after
the giving of the notice referred to in clause (A) above, deliver the Deposit
and the interest thereon to the party claiming the right to receive it.
(iii) If the Escrow Agent is uncertain as to its duties or action
hereunder, or receives instructions or a notice from Buyer or Seller which are
in conflict with instructions or a notice from the other party or which, in the
reasonable opinion of the Escrow Agent, are in conflict with any of the
provisions of this Agreement, it shall be entitled to take any of the following
courses of action: (A) hold the Deposit as provided above in this Section 2(d)
and decline to take any further action until the Escrow Agent receives a joint
written direction from Buyer and Seller or an order of a court of competent
jurisdiction directing the disbursement of all of the same, in which case the
Escrow Agent shall then disburse the same in accordance with such direction; (B)
in the event of litigation between Buyer and Seller, deliver the Deposit and all
interest thereon to the clerk of any court in which such litigation is pending;
or (C) deliver the Deposit and all interest thereon to a court of competent
jurisdiction and therein commence an action for interpleader. If any party
objects to the release of the Deposit to the other party and it is determined by
a court of competent jurisdiction that the objection was wrongful, then the
party wrongfully objecting shall be liable to the other party for interest on
the Deposit at the Prime Rate or Base Rate of the Bank of Boston plus five (5%)
per annum less all interest accrued on such Deposit from the date of such
wrongful objection and for reasonable attorney's fees and costs of suit.
(iv) The Escrow Agent shall not be liable for any action taken or
omitted in good faith and may rely, and shall be protected in acting or
refraining from acting in reliance, upon an opinion of counsel and upon any
directions, instructions, notice, certificate, instrument, request, paper or
other document believed by it to be genuine and to have been made, sent, signed
or presented by the proper party or parties. In no event shall the Escrow
Agent's liability hereunder exceed the amount of the Deposit and interest
thereon less any premature withdrawal penalties. The Escrow Agent shall not be
bound by any modification of this
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Agreement unless the same is in writing and signed by Buyer, Seller and the
Escrow Agent.
(v) Buyer and Seller acknowledge that the Escrow Agent is serving as
the attorney for the Seller in this transaction and may, without further consent
of the parties, continue to do so notwithstanding any dispute between Buyer and
Seller as to this Agreement or the Escrow Fund.
(e) Allocation of Purchase Price. The Buyer and the Seller agree that the
Purchase Price shall be allocated as follows:
(i) To Xxxxx $1,000,000.00
(ii) To the Corporation $2.700,000.00
-------------
Total $3,700,000.00
3. CLOSING EXTENSIONS.
(a) Closing Date and Place. The time for the delivery or the Deed and for
the performance of the other terms and conditions of this Agreement (the
"Closing"), shall be 10:00 a.m. on March 1, 1996 (as the same may be extended
pursuant to the provisions hereof, the "Closing Date") at the offices of Xxxxxxx
Xxxxxxxx, 50 Chestnut Ridge Road, Montvale, New Jersey, or at such other place
or time as shall be mutually agreed upon by Buyer and Seller. It is agreed that
time is of the essence.
(b) Extension of Closing Date. Buyer shall have the right to extend the
Closing Date and each subsequent extended date of the closing by written notice
to Seller given at least five (5) days in advance of the then applicable Closing
Date accompanied by a good check (the "Extension Payment") payable to Seller in
the amount of Five Thousand and 00/100 ($5,000.00) Dollars for each thirty (30)
day extension of the Closing Date specified in the Buyer's notice. All Extension
Payments shall be nonrefundable by the Seller but shall be credited to Buyer
against the Purchase Price if, as and when title closes. Each such extension
shall be for at least one (1) month and no such extensions may be made for a
date to occur subsequent to July 1, 1996. Notwithstanding anything contained
herein to the contrary, in no event shall the Closing Date occur earlier than
the date which is six (6) months after the first day of the month following the
Approval Notice unless otherwise agreed upon by the parties. If such Closing
Date is later than March 1, 1996, the Buyer shall pay Extension Payments for
each month until Closing.
4. REPRESENTATION AND WARRANTIES.
(a) Representations and Warranties of Seller. Seller warrants and
represents to, and covenants and agrees with, Buyer as of the date hereof (and
on the Closing Date shall reaffirm all such representations, covenants and
warranties as of that date) as follows:
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(i) No person other than Seller is required to join in this agreement
or will be required to join in any conveyance in order to convey title in the
Property and all rights appurtenant thereto, as required by this Agreement.
(ii) The Corporation is a duly organized and validly existing
corporation under the laws of New Jersey, and has the legal right, power and
authority to enter into this Agreement and to perform all of its obligations
hereunder and this Agreement constitutes the legal, valid and binding obligation
of Seller, enforceable in accordance with its terms. The execution by the
undersigned officer of the Corporation and delivery of this Agreement, and the
performance by the Corporation of its obligations hereunder, have been duly
authorized by all necessary action and will not conflict with, or result in a
breach of, any of the terms, covenants and provisions of the Articles or
Organization or By-Laws of the Corporation as any of the same may have been
amended, any agreement or instrument to which Seller is a party or by which it
is bound, or, to the best of Seller's knowledge, any regulation, order,
judgment, writ, injunction or decree of any court or governmental authority.
(iii) Except for compliance with "ISRA" (as hereinafter defined) no
consent, approval or other authorization of, or registration, declaration or
filing with, any court or governmental agency or commission is required for the
due execution, delivery and performance of this Agreement by Seller or for the
validity or enforceability thereof against Seller.
(iv) There are no uncured notices or, to the best knowledge of Seller,
no suits, orders, decrees or judgments relative to violations of, (A) any
easement, restrictive covenant or other matter or record affecting the Property
or any part thereof, or (B) any laws, statutes, ordinances, codes, regulations,
rules, orders, or other requirements of any local, state or federal authority or
any other governmental entity or agency having jurisdiction over the Property or
any part thereof, including, without limitation, any of the foregoing affecting
zoning, subdivision, building, health, traffic, environmental, hazardous waste
or flood control matters (all of the foregoing, collectively, "Governmental
Regulations").
(v) There are no other suits, actions or proceedings pending or, to
the best of Seller's knowledge, threatened against or affecting the Property or
any of the transactions provided for herein before any court or administrative
agency or officer, and Seller is not in default with respect to any judgment,
order, writ, injuction, rule or regulation of any court of governmental agency
or office to which Seller is subject in any way affecting the Property or any of
the transactions provided for herein.
(vi) INTENTIONALLY DELETED.
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(vii) There are not presently pending or, to the best of Seller's
knowledge, threatened with respect to the Property (A) any special assessments,
or (B) any condemnation or eminent domain proceedings.
(viii) INTENTIONALLY DELETED.
(ix) INTENTIONALLY DELETED.
(x) INTENTIONALLY DELETED.
(xi) INTENTIONALLY DELETED
(xii) The portion of the Property held of record by the Corporation
does not constitute all or substantially all of the assets of the Corporation or
if it does, all action of the shareholders thereof necessary to consummate the
transactions contemplated hereby has been taken.
(xiii) Except as set forth in Exhibit 4.1 attached hereto, Seller has
never generated, stored (except in material compliance with "Environmental
Laws", as hereinafter defined), handled or disposed of any "Hazardous Materials"
(as hereinafter defined), and, to the best knowledge of Seller, there has,
during Seller's ownership of the Property, been no release of any such Hazardous
Materials from the Property, or in, on or under the Property. "Hazardous
Material" means any hazardous or toxic waste or hazardous or toxic substance as
defined in any Environmental Law including, without limitation, any asbestos,
PCB, toxic, noxious or radioactive substance, methane, volatile hydrocarbons,
industrial solvents, fuel oil, gasoline, petroleum products or by-products or
any other material or substance which could cause or constitute a health, safety
or other environmental hazard to any person or property.
"Environmental Law" means any applicable federal, state, county, municipal
or local environmental and clean-up statutes, laws, rules and regulations,
ordinances, orders, decrees and interpretations, now or hereafter in effect
including, without limitation any of the following, with all amendments thereto
and regulations thereunder. The Environmental Cleanup Responsibility Act,
N.J.S.A. 13:lK-6 et seq. and the Industrial Site Recovery Act, 1993 N.J. Laws,
Chapter 139 (hereinafter collectively called "ISRA"); The Spill Compensation and
Control Act (N.J.S.A. 58:10-23.11); a certain statute adopted by New Jersey for
Registration of Underground Storage Tanks (N.J.S.A. 58-l0A-21); Comprehensive
Environmental Response, Compensation and Liability Act of 1980; the Toxic
Substances Control Act; and the Resource Conservation and Recovery Act.
(xiv) INTENTIONALLY DELETED.
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(xv) Seller is familiar with the provisions of Sections 897 and 1445
of the Internal Revenue Code (the "Code"), and Seller is not a "foreign person"
as that term is defined in Section 1445(f)(3) of the Code.
(xvi) There are no service contracts or other agreements which affect
the Property except as expressly disclosed in Exhibit 4.2 attached hereto, and,
except as disclosed on Exhibit 4.3, there are no leases, subleases, licenses or
other rental agreements or occupancy agreements (written or verbal) which grant
any possessory interest in and to any space situated on or in the Property or
that otherwise give rights with regard to use of the Property.
(xvii) The amount necessary to discharge all outstanding mortgages and
other monetary liens currently affecting the Property does not exceed the net
amount of the Purchase Price to be received by Seller at the Closing, after
deduction (if any) for the adjustments described in Section 2(c) above and
payment of the broker's commission, if any, described in Section 7(e) below, and
there are no restrictions affecting prepayment contained in any such
mortgage(s).
(b) Representations and Warranties of Buyer. Buyer warrants and represents
to, and covenants and agrees with, Seller as follows:
(i) Buyer has the legal right, power and authority to enter into this
Agreement and to perform all of its obligations hereunder, and the execution and
delivery of this Agreement and the performance by Buyer of its obligations
hereunder, have been or will be duly authorized by all necessary corporate
action at the Closing Date; and this Agreement and Buyer's performance hereunder
will not conflict with, or result in a breach of, any of the terms, covenants
and provisions of the Articles of Organization or By-Laws of Buyer, as same may
have been amended or, to the best of Buyer's knowledge, any Governmental
Regulation or order, judgment, writ, injunction or decree of any court or any
agreement or instrument to which Buyer is a party or by which it is bound.
(ii) The officer signing this Agreement on behalf of Buyer is duly
authorized to execute the same on behalf of Buyer and Buyer shall provide a
corporate resolution to such effect at the Closing.
(iii) Buyer, together with Buyer's affiliates, has the financial
ability to perform its obligations under this Agreement without the necessity of
any third party financing and this Agreement is not contingent upon such
financing.
(c) Liability for Warranties and Representations. Seller agrees to
indemnify and hold Buyer harmless from and against any and all claims, losses,
liabilities, damages, expenses and fees,
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(including without limitation, reasonable attorneys fees and expenses), incurred
by Buyer as the result of the failure of any of Seller's warranties and
representations contained in Article 4 or elsewhere in this Agreement provided,
however, that if such failure of warranty or representation arises because
Seller is unable to reaffirm all of its warranties and representations as of the
Closing Date due to circumstances beyond the control of Seller which have
occurred subsequent to the date of this Agreement, then Seller's sole obligation
shall be to return the deposit, together with all interest thereon, to Buyer.
Conversely, Buyer agrees to indemnify and held Seller harmless from and against
any and all claims, losses, liabilities, damages, expenses and fees, including
without limitation, reasonable attorneys' fees and expenses, incurred by Seller
as the result of the failure of any of Buyer's warranties and representations
contained in this Article 4 or elsewhere in this Agreement except that if such
failure occurs at or prior to the Closing Date, Buyer's liability shall be
limited to the amount of the Deposit. The provisions of Sections (ii), (iii),
(iv), (v), (xii), (xiii), (xv) and (xvi) of Article 4(a), as reaffirmed at
Closing, shall survive the delivery of the Deed hereunder; provided that (1) the
provisions shall expire one (1) year after the Closing of title and if a claim
has not been made in such period it shall be forever barred; and (2) in no event
shall the Seller have any obligation unless the Buyer's claim pursuant hereto
exceeds $25,000.00.
5. RIGHTS AND OBLIGATIONS OF THE PARTIES PRIOR TO CLOSING; CONDITIONS TO
CLOSING.
(a) Seller's Covenants. Seller covenants that between the date of this
Agreement and the Closing:
(i) Buyer and its representatives, contractors, architects and
engineers, and each of their respective officers, directors, agents, employees,
representatives, and designees shall have access to the Property at any time and
from time to time, at Buyer's sole cost and expense: (A) to show the Property to
third parties (including, without limitation, contractors, engineers,
architects, attorneys, insurers, banks and other lenders or investors, and
prospective tenants, occupants or buyers) and (B) to perform any and all tests,
borings, inspections, and measurements which are contemplated hereby or which
Buyer deems reasonably necessary or appropriate hereunder, including without
limitation, for purposes of locating all utility conduits serving the Property,
making soil borings, performing soil compaction tests, performing mechanical or
structural inspections, conducting any of the other tests described in Section
5(b) below, and making such surveys and other topographical and engineering
studies, and other tests, surveys and studies as Buyer or its lender may deem
necessary or appropriate. Buyer agrees (w) to indemnify and hold harmless Seller
from any physical damage to property or physical injury or death to any person,
and from any reasonable expenses (including attorneys' fees) associated with any
claims arising from any such damage,
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injury or death, caused by Buyer or Buyer's employees, agents or contractors
while on the Property pursuant to this Section 5(a); (x) to restore the Property
substantially to the condition existing prior to such entry if title does not
close pursuant to this Agreement; (y) to provide, prior to each such entry, a
certificate of insurance evidencing commercial liability insurance having an
aggregate limit of not less than $1,000,000.00 with coverage for bodily injury
(including death) and property damage; and (z) to pay all costs and expenses for
such purposes and not to allow, permit, cause or suffer any person to claim or
have a lien on the Property for any of such costs and expenses.
(ii) Buyer may discuss the Property with any federal, county, state or
local officials or authorities concerning variances, permits, certificates,
consents, approvals, the Permits and other Governmental Regulations for the use,
operation, leasing and/or sale of the Property for the Intended Use.
(iii) Promptly upon execution hereof, Seller will furnish to Buyer for
Buyer's review and approval all information in its possession concerning
ownership and condition of the Property (including, without limitation, any
available plans and surveys, engineering reports, title documents, abstracts and
title insurance policies). Upon termination of this Agreement as provided
herein, and provided that such termination is not a result of Seller's default
hereunder, Buyer will return to Seller all such information obtained from
Seller.
(iv) Seller shall not permit occupancy of, or enter into any new lease
for, space in or on the Property, or any portion thereof, unless Buyer has
approved such occupancy or lease in writing.
(v) Seller shall not enter into any new service, maintenance or
management contract unless the same is terminable without penalty by the then
owner of the Property upon not more than thirty (30) days' notice.
(vi) INTENTIONALLY DELETED.
(vii) Seller may, in its sole and absolute discretion, prosecute
appeals from the real estate taxes assessed against the Property for any fiscal
period in which the Closing is to occur (or any subsequent period) but, having
filed such appeal, shall not withdraw, settle or otherwise compromise without
the prior written consent of Buyer. Real estate tax refunds and credits received
after the Closing Date which are attributable to the fiscal tax year during
which the Closing Date occurs shall be apportioned between Seller and Buyer,
after deducting the expenses of collection thereof, which obligation shall
survive the Closing.
(viii) So long as this Agreement is in effect, Seller shall maintain
fire and extended coverage and liability insurance
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coverage on the Property in the same amount as set forth in the Insurance
Certificate attached hereto as Exhibit 5.1. Subject to the provisions of
Paragraph 5(d), the risk of loss shall remain with Seller prior to the Closing
Date.
(ix) During the pendency of this Agreement, Seller shall not execute
any new mortgage of the Property or modify the existing mortgage(s) on the
Property, or otherwise encumber the Property in an amount which, together with
the amount of all other mortgages and monetary liens, will exceed the net amount
of the Purchase Price to be received by Seller at the Closing, after deduction
(if any) for the adjustments described in Section 2(c) above and payment of the
broker's commission, or create any other new encumbrance or restriction
affecting the Property.
(x) During the pendency of this Agreement, Seller shall not modify or
alter the Property in any material respect.
(xi) Promptly upon receipt by Seller of a written notice from Buyer
(the "Approval Notice") that the Final Condition stated in Section 5(b)(ii)
below has been satisfied or waived by Buyer, Seller shall give notice to the
tenants of the Property of the termination of their tenancies and thereafter
take such actions as may be necessary to deliver the Property free of tenancies
at Closing. When all tenants of the Property have vacated and all buildings on
the Property are unoccupied (except for occupancy by the Corporation, or any
affiliate thereof, who shall vacate prior to Closing), the Deposit shall be the
sole property of the Seller; shall not be refundable if the Closing does not
occur (unless the Closing fails to occur due to Seller's default); but shall be
credited against the Purchase Price at Closing.
(b) Certain Conditions to Buyer's Obligations. In addition to the other
conditions to be satisfied hereunder, Buyer's obligations hereunder are
expressly contingent upon fulfillment of all of the following terms and
conditions on or before the dates set forth herein, as extended, as hereinafter
provided:
(i) The Initial Conditions. The following shall be Initial Conditions:
(1) Buyer may make or cause to be made all tests, borings and
inspections it deems necessary to determine if there are any Hazardous Materials
or any medical wastes, radioactive materials, lead, asbestos, urea formaldehyde,
or radon, in, on, about, under or in the area of the Property, and shall be
satisfied in its sole discretion with the results of all such test, borings and
inspections.
(2) Buyer may make or cause to be made a survey of the Property prior
to the Closing Date, and such survey shall disclose no matters affecting the
Property which are inconsistent with the other provisions of this Agreement.
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(3) Buyer shall have obtained a commitment (the "Title Commitment")
from a title insurance company licensed in New Jersey selected by Buyer (the
"Title Insurer") pursuant to which such company agrees to insure title to the
Property, at normal premium rates, in an ALTA form, which commitment shall, upon
receipt of adequate proofs at Closing, delete the printed exceptions for
mechanics' and materialmans' liens, parties in possession and surveys, shall
include a so-called Comprehensive Endorsement, and shall (A) affirmatively
insure that there will be no violation of any applicable restrictions pertaining
to the Property if used, operated, leased and/or sold for the Intended Use, (B)
insure that the Property has legal and actual access to public roadways, (C)
provide that all such affirmative coverages will be available to future
purchasers and their mortgagees at normal premium rates, and (D) provide such
other affirmative coverages as Buyer may reasonably require. Without limiting
the generality of any other provisions in this Agreement, the Property shall not
be considered to be in compliance with the provisions of this Agreement with
respect to title unless: (X) all structures and improvements on the Property,
including, but not limited to any driveways, any parking areas, any cesspool(s)
and any xxxxx fields, and all means of access to the Property and such parking
areas, shall be wholly within the lot lines of the Land and shall not encroach
upon or under any property not within such lot lines; and (Y) no building,
structure, improvement, way or property of any kind encroaches upon or under the
Land from other premises. Buyer shall supply Seller with a copy of such Title
Commitment within five (5) days of receipt thereof and, within such period,
shall set forth in a notice those exceptions to title that are not acceptable to
the Buyer (the "Unacceptable Exceptions") and those exceptions that are
acceptable (the "Permitted Exceptions").
(4) Buyer shall have obtained surveys, engineering reports,
percolation tests, commitment letters and other evidence satisfactory to Buyer
that: (A) the Property contained or is serviced by adequate water supplies; (B)
adequate utilities are available at the boundaries of the Land without the need
for private easements over the lands of others; (C) the Property has adequate,
direct, indefeasible legal and practical access of record to Grand Avenue and
Xxxxx Drive, both of which are public ways; and (D) the HVAC, mechanical,
electrical and other building systems serving the Property, as well as all
structural aspects of the Property, are all adequate in Buyer's judgment for the
use of the Property for the Intended Use.
If the foregoing Initial Conditions are not fully satisfied in a manner
which is acceptable to Buyer in its sole discretion, on or before June 1, 1995
(the "Initial Date"), Buyer shall have the right to elect by notice to Seller
and Escrow Agent, given before the Initial Date and accompanied by a precise
statement of reasons and the estimated cost of satisfying such condition, either
(a) to terminate this Agreement in which event the Deposit and interest thereon
shall be returned to Buyer; (b) to extend the Initial Date
12
for up to two (2) months, provided that any extension of the Initial Date shall
not extend the Closing Date; or (c) to waive the Initial Conditions. In the
absence of a timely notice of the aforesaid election by Buyer, the Initial
Conditions shall be deemed to have been waived. If Seller elects to terminate as
aforesaid, Buyer shall have the right to negate any such termination within
thirty (30) days of Seller's notice by agreeing to cure any condition or to
allow Seller at Closing, a credit against the Purchase Price in the amount
specified in Seller's notice as necessary to satisfy such condition. In such
event, this Agreement shall remain in full force and effect and Buyer shall be
deemed to have waived the Initial Conditions. In the absence of a written notice
from Seller exercising the aforesaid right to negate a termination it shall be
deemed that Seller has not elected to negate the termination.
(ii) The Final Condition. If all of the Initial Conditions shall have
been met or waived in accordance with Section 5(b)(i), then the following shall
be the Final Condition:
(1) Buyer shall obtain all necessary "Governmental Approvals" (as
herein defined) from all "Governmental Authorities" necessary to construct the
Intended Use. "Governmental Approvals" shall mean all final and unappealable
approvals (other than a certificate of need and a building permit) for
development of the Intended Use on the Property including, but not limited to,
zoning variances or ordinance amendments from the Boroughs of Park Ridge and
Montvale to allow the Intended Use; site plan approval from the Boroughs of Park
Ridge and Montvale and, if necessary, the Bergen County Planning Board; stream
encroachment and other environmental approvals from the New Jersey Department of
Environmental Protection; and all other similar approvals. "Governmental
Authority" shall mean any governmental authority, including, without limitation,
any federal, state, county, municipal or other government department having
jurisdiction over the Property.
If the Final Condition is not fully satisfied in a manner which is
acceptable to Buyer in its sole discretion on or before the original or any
extended time for Closing, Buyer shall notify Seller thereof prior to the
Closing Date, which notice shall specify which condition(s) has (have) not been
satisfied. In such event, the Buyer shall have the right (A) to terminate this
Agreement in which event the Deposit and all interest thereon shall be returned
to the Buyer; or (B) to waive such Final Condition and proceed to closing.
(c) Covenants of Buyer. Buyer covenants that it will:
(i) promptly and diligently take all steps necessary, at its own cost
and expense, to satisfy the Initial Conditions and the Final Conditions;
(ii) Provide Seller with a copy of all letters, reports, applications
and other documents prepared and filed by
13
Buyer in connection with the Initial Conditions and Final Condition and with all
responses thereto, promptly after filing or receipt thereof.
(iii) Advise Seller of all meetings or hearings of Governmental
Authorities in time sufficient to allow the Seller to be present; and
(iv) If this Agreement is terminated for any reason other than the
Seller's default, assign to Seller free and clear of all liens and encumbrances
all of Buyer's right, title and interest in any structural, environmental, soil,
engineering or other similar report in connection with the Property. The
covenants of this Section 5(c)(iv) shall survive termination of this Agreement.
(d) Fire or other casualty; condemnation.
(i) In the event the Improvements are damaged, in whole or in part, by
fire or other casualty (hereinafter "Damage") or in the event any portion of the
Land or Improvements has been taken or is threatened with a taking by any
governmental authority having the power of eminent domain (hereinafter a
"Taking"), the Seller shall give prompt notice thereof to the Buyer.
(ii) If such Damage or Taking occurs prior to the Approval Notice, the
Buyer shall have the right to elect, by notice to Seller within thirty (30) days
of Seller's notice aforesaid, to (1) terminate this Agreement, in which event
the Deposit and all interest thereon shall be returned to the Seller; or (2)
accept the Property as so damaged or taken and either an assignment of the
insurance proceeds or awards recovered or recoverable or a credit against the
Purchase Price in the amount of such proceeds or award and any deductibles. If
any governmental authority or insurance carrier requires that any portion of the
Improvements be demolished, after a fire or other casualty but prior to Closing,
Seller shall have the right to apply insurance proceeds to demolition and Buyer
shall be entitled to no assignment or credit with respect to the insurance
proceeds so applied. In the event of Damage, Seller shall have the right to
negate any termination by giving notice to the Buyer, within thirty (30) days of
Seller's notice of termination, that Seller will restore the Improvements, prior
to the Closing, to the condition existing prior to the damage and the Closing
shall be adjourned, if necessary, for a reasonable time to allow the Seller to
complete such restoration.
(iii) If such fire or other casualty or taking occurs after the
Approval Notice, Buyer shall have no right to terminate this Agreement but Buyer
and Seller shall have all other rights and obligations set forth in Paragraph
5(d)(ii) above.
14
6. CLOSING OBLIGATIONS.
(a) Seller's Closing Obligations. On the Closing Date, Seller shall:
(i) Deliver to Buyer full possession of the Property: (A) in the same
condition as it is as of the date hereof, reasonable wear and tear excepted and
subject to damage by fire or other casualty as set forth in Paragraph 5(a)
(viii), and broom clean provided that (1) if Buyer's approved site plan
contemplates demolition of the mansion on the Property the Seller may,
specifically, remove the stained glass windows and the dining room chandelier
prior to Closing; and (2) Seller shall have no obligation to repair any bolt
holes, nail holes or other similar damages to the walls, floors or ceilings of
the Improvements arising from the removal of any property of the Seller or any
of its tenants; and (B) free and clear of all tenants and occupants. Buyer shall
be entitled to an inspection of the Property prior to the Closing Date in order
to determine whether the condition thereof complies with the terms of this
Section.
(ii) Deliver to Buyer, in form and substance satisfactory to Buyer,
the following:
(A) a good and sufficient bargain and sale deed (the "Deed")
conveying clear record and insurable title to the Land and Improvements, which
shall convey title free from all liens, encumbrances and encroachments except:
(I) the Permitted Exceptions as defined in Paragraph 5(b)(l)(3); (II) provisions
of building and zoning laws existing as of the date hereof; (III) such real
property taxes for the then current fiscal tax period as are not yet due and
payable on the Closing Date; and (IV) such liens for betterment charges as may
be assessed on the Property after the Closing Date;
(B) A Xxxx of Sale transferring Seller's entire interest in the
Personal Property.
(C) INTENTIONALLY DELETED.
(D) INTENTIONALLY DELETED.
(E) A xxxx from the local water and sewer authority and any other
entity providing utility service to the Property stating all charges for water
and sewer service and such other utilities, which, if not receipted, may be
adjusted from the proceeds of the Closing.
(F) Copies of all site plans, surveys, soil and substrata
studies, architectural drawings (including, without limitation, final "as built"
architectural and engineering drawings), plans and specifications, engineering
plans and studies,
15
floor plans, landscape plans and other plans or studies of any kind that are in
the possession of Seller or Seller's attorney and relate to the Property and the
Intended Use.
(G) The standard New Jersey form of Affidavit to Buyer's title
insurer as to parties in possession or with a right to possession of, and
mechanic's liens with respect to, the Property, which affidavits shall be
sufficient to have the normal printed exceptions with respect to such matters
deleted from Buyer's and Buyer's lender's title insurance policy(ies).
(H) An Affidavit certifying that Seller is not a "foreign person"
as of the Closing Date, as provided in Section 4(a)(xv) hereof.
(I) A certificate of the Secretary of the Corporation certifying
as to the due authorization an execution of this Agreement, and of the sale,
assignment, instruments, and other transactions contemplated hereby.
(J) Certificates of corporate legal existence and good standing
and tax good standing the Corporation.
(K) An opinion of Seller's counsel addressed to Buyer, and if
required, Buyer's title insurance company, in form and substance reasonably
satisfactory to Buyer's counsel, confirming the Corporation's capacity, right
and authority to convey the Property and to otherwise consummate the
transactions contemplated by this Agreement, and that all persons signing on
behalf of the Corporation have been duly authorized and directed to execute,
acknowledge and deliver all documents necessary or convenient to so convey and
consummate such transactions.
(L) A certificate by Seller to the effect that all of the
representations and warranties set forth in Section 4 remain true and correct as
of the Closing Date except with respect to the Contracts to the extent the same
may have changed in accordance with the terms and conditions of this Agreement.
(M) A 1099-B form.
(N) A W-9 form stating that no backup withholding is necessary to
disburse Seller's share, if any, of the interest earned on the Deposit.
(O) All keys and key cards to the Property, appropriately tagged
for identification.
(P) All other documents, certificates and instruments reasonably
deemed necessary or appropriate by Buyer's counsel to effectuate the
transactions which are the subject of this Agreement.
16
(iii) To enable Seller to make conveyance as herein provided, at the
time of delivery o the Deed, Seller shall use the Purchase Price or any portion
thereof to clear title to the Property of any or all encumbrances, and all
instruments so procured shall be recorded simultaneously with the delivery of
the Deed, or provisions reasonably satisfactory to Buyer's Title Insurer shall
be made prior to the Closing Date for recording thereof as soon as reasonably
practicable after the Closing Date.
(b) Buyer's Closing Obligations. At the Closing, Buyer shall:
(i) Deliver to Seller, in immediately available funds at a Seller's
bank, the Purchase Price, as adjusted for apportionments under Section 2.
(ii) Deliver any other documents expressly required by this Agreement
to be delivered by Buyer.
7. FAILURE OR INABILITY TO PERFORM; DEFAULTS; REMEDIES.
(a) Seller's Default. (i) If, on the Closing Date, Seller shall be unable
to give title or make conveyance or deliver possession of the Property as
required by this Agreement or to satisfy any of the terms and conditions
precedent to closing set forth herein, or if the Property does not then conform
to the provisions hereof, or if any of Seller's warranties and representations
contained herein are not correct as of the Closing Date, the time for
performance hereunder shall be extended for such period, not to exceed ninety
(90) days, as shall be reasonably specified by Buyer, and Seller use diligent
efforts to give title or make conveyances or deliver possession as provided
herein, or to satisfy such terms and conditions, to make the Property conform to
the provisions hereof, or to cure the inaccuracy in such warranty or
representation, as the case may be. If, at the expiration of such extended time
for performance, despite having used such diligent efforts, Seller shall remain
unable to convey title, or deliver possession, or make the Property conform, or
any of Seller's warranties and representations contained herein shall remain
incorrect as of such extended time, as the case may be, then Buyer shall have
the option, at Buyer' sole discretion: (A) to terminate this Agreement by notice
given to Seller, whereupon the Deposit, together with all interest and other
sums paid by Buyer hereunder, shall be promptly refunded by Buyer and all
obligations of the parties hereto shall cease and this Agreement shall be void
and without recourse to the parties hereof, excluding, however, those provisions
hereof which are expressly provided herein to survive termination of the
Agreement, or (B) to accept title to the Property as provided in Section 7(a)
(ii) below. In the event that Seller seeks relief as a debtor under any
applicable law, including without limitation the federal bankruptcy code, or
upon the involuntary commencement of any such proceeding, Buyer shall have the
right of possession of the Property pending the Closing and shall be entitled
17
to any and all rights pursuant to 11 U.S.C. ss.365(i) and (ii). Buyer shall have
the right to obtain specific performance of this Agreement, as well as the
benefit of any other rights or remedies provided herein or by applicable law, in
the event of any default hereunder by Seller (i.e., Seller's failure to perform
its obligations hereunder where such failure is not excused by any of the
express terms of this Agreement), provided, however, that if Seller's sole
inability to perform arises because Seller is unable to reaffirm all of its
warranties and representations as of the Closing Date due to circumstances
beyond the control of Seller which have occurred subsequent to the date of this
Agreement, then Seller's sole obligation shall be to return the Deposit,
together with all interest thereon, to the Buyer.
(ii) Buyer shall have the election, at the original or at any extended
time for Closing, to accept such title to, and possession of, the Property as
Seller can deliver in its then condition and to thereupon pay the Purchase Price
without any deductions, except such amount necessary to remove all mortgages,
liens or encumbrances which secure the payment of money and such adjustments
computed in accordance with Section 2(b) above, in which case Seller shall
convey such title.
(b) Buyer's Default. If Buyer shall fail to fulfill its agreements herein
on the Closing Date (including, without limitation, any breach of Buyer's
warranties), Seller's sole and exclusive remedy shall be to retain the Deposit
and any interest thereon as full and complete liquidated damages, both at law
and in equity, whereupon this Agreement shall terminate without further recourse
to either party.
8. ISRA.
(a) Seller shall obtain and deliver to Buyer (and/or any designees or
assignees), at Seller's sole cost and expense, from the New Jersey Department of
Environmental Protection or its successor ("NJDEP"), prior to June 1, 1995 or
any extended date for Buyer to satisfy the Initial Conditions, a
nonapplicability letter (the "Nonapplicability Letter") under ISRA. In the event
that the application for a Nonapplicability Letter has not been decided prior to
such date, the period to satisfy the Initial Conditions shall be extended until
such Nonapplicability Letter has been granted or denied, but in no event later
than September 30, 1995. In the event ISRA is determined to be applicable to
this transaction, the Seller shall (a) have the right for a period of thirty
(30) days after such determination of applicability to terminate this Agreement
by a written notice to Buyer; or (b) if such termination does not occur, to
obtain, at or prior to the Closing Date an "ISRA Approval" consisting of a "no
further action letter" (also known as a "negative declaration approval") or a
"certificate or letter of compliance" stating that a cleanup or remediation plan
has been completed. In the event the Seller is unable to deliver the ISRA
Approval at or prior to the Closing Date, the Seller shall have the
18
right to extend the Closing until such ISRA approval has been obtained but in no
event to a date later than September 30, 1996.
B. Seller shall apply for the Nonapplicability Letter or ISRA Approval
as soon as possible after the execution of this Agreement.
C. Seller shall contemporaneously, from time to time, deliver to Buyer
true and complete copies of all documents, reports, affidavits, submissions and
correspondence provided by Seller to NJDEP and all documents, reports,
directives and correspondence provided by the NJDEP to Seller. Seller shall also
promptly deliver to Buyer true and complete copies of all sampling and test
results obtained from samples and tests taken at and around the Premises. Seller
shall notify Buyer in advance of all meetings scheduled between Seller and
NJDEP, and Buyer, and its designees may attend all such meetings.
9. TAX DEFERRED EXCHANGE. Seller may wish to use the Property as part of a
tax deferred exchange of property with a third party pursuant to Section 1031 of
the Internal Revenue Code as amended. Seller shall have the right to assign its
interest in this Agreement to a third party participating in such exchange,
provided that such exchange of property is accomplished by a direct deed of the
exchanged property to the Seller; provided however that Buyer may elect not to
cooperate in such exchange if, in Buyer's reasonable judgment, Buyer may incur
any liability for which Seller's indemnity, hereinafter provided, may be
inadequate. Seller hereby indemnifies and agrees to save Buyer harmless from and
against any additional claims or liabilities arising as a result of Buyer's
participation in such tax deferred exchange. Seller shall promptly notify Buyer
of the intent of the Seller to participate in such tax deferred exchange. Buyer
shall therafter cooperate with Seller to effectuate such exchange. Seller shall
pay any additional transfer taxes, recording fees or similar closing costs
resulting from such tax deferred exchange.
10. MISCELLANEOUS.
(a) Tax Identification Number. Seller warrants and represents that the
Corporation's federal tax identification number is 13-195550, and Xxxxxx Xxxxx'
social security number is ###-##-#### and Buyer warrants and represents that
Buyer's federal tax identification number is ###-##-####. Seller and Buyer each
acknowledge that the foregoing information will be relied upon in reporting the
transactions contemplated hereby to appropriate governmental authorities.
(b) Agreement Not an Offer. The submission of any draft of this Agreement
or any portion thereof does not constitute an offer to sell or buy the Property,
it being acknowledged and agreed that neither Buyer nor Seller shall be legally
obligated with respect to the purchase or sale of the Property unless and until
19
this Agreement has been executed by both Buyer and Seller and a fully executed
copy has been delivered to each of Buyer and Seller.
(C) Exhibits. The exhibits attached hereto are incorporated herein by
reference and made a part hereof.
(d) Notices. All notices or communications required or permitted hereunder
shall be in writing and delivered by hand or mailed by certified mail, return
receipt requested, postage and registration or certification charges prepaid, or
by nationally recognized overnight courier service, or by telefax, to the party
entitled thereto as follows:
If to Seller:
Xxxxxx Xxxxx
Xxxxx Data Corporation
Mill Road at Grand Avenue
Xxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxxxx 00000
Fax No. (000) 000-0000
with a copy to:
Xxxxxxx Xxxxxxxx
00 Xxxxxxxx Xxxxx Xxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxxx X. Xxxx, Esq.
Fax No. (000) 000-0000
If to Buyer:
Continuum Care of New Jersey, Inc.
000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxx, III, Esq.
Fax No. (000) 000-0000
and a copy to:
Xxxxx Xxxx III, Esq.
Xxxxxx, Xxxx & Xxxxxxx
Exchange Place, 00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Fax No. (000) 000-0000
or such other party(ies), address(es) or telefax number(s) as either party shall
specify by written notice to the other from time to time. Any such notice or
communication shall be deemed to have been given as of the date of its receipt
or delivery.
(e) Broker. (i) Each of Buyer and Seller hereby represents, covenants and
warrants to the other that the party so representing has dealt with no broker or
other person entitled to a
20
commission in connection with the negotiation or execution of this Agreement or
the consummation of the transactions contemplated hereby, except as expressly
provided in this Section 8(e).
(ii) Upon delivery and recording of the Deed and other instruments
provided hereby, and consummation of the transactions contemplated hereby,
Seller shall pay to Xxxxxx X. Xxxxxx Co., Inc. and Xxxxx Xxxxxxx Co.
(collectively, the "Broker") a brokerage commission as set forth in a separate
written agreement between Seller and the Broker.
(f) Entire Agreement; Rules of Construction. This Agreement, executed in
multiple counterparts, is to be construed as a New Jersey contract; is to take
effect as a sealed instrument; sets forth the entire agreement between the
parties; merges all prior and contemporaneous agreements, understandings;
warranties, or representations, including, without limitation, the letter from
Buyer and accepted by Seller, dated February 8, 1995; shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns; and may be canceled, modified or amended only by a written instrument
executed by both Seller and Buyer. The captions and section headings are used
only as a matter of convenience and are not to be considered a part of this
Agreement or to be used in determining the intent of the parties.
(g) Further Assurances. Upon Buyer's request, Seller agrees to execute and
deliver to Buyer such additional instruments, certificates and documents as
Buyer may reasonably require, whether or not after the Closing Date, in order to
provide Buyer with the rights and benefits to which Buyer is entitled under this
Agreement.
(h) Notice of Agreement. Neither party shall record this Agreement or any
Notice or Memorandum of Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement, or caused it
to be executed by their respective duly authorized representatives, as an
instrument under seal as of the day and year first above written.
Witness: BUYER:
CONTINUUM CARE OF NEW JERSEY, INC.
/s/ Xxxxxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxx
------------------------- -----------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
(more signatures on next page)
21
SELLER:
XXXXX DATA CORPORATION
/s/ Xxxxxx X. Xxxx By: /s/ Xxxxxx Xxxxx
------------------------- -----------------------------
Name:
Title:
/s/ Xxxxxx X. Xxxx By: /s/ Xxxxxx Xxxxx
------------------------- -----------------------------
Xxxxxx Xxxxx, Individually
22
EXHIBITS
Exhibit 1.1 Legal Description of the Land
Exhibit 4.1 Environmental
Exhibit 4.2 Service Contracts
Exhibit 4.3 Leases
Exhibit 5.1 Insurance Certificate
EXHIBIT 1.1
LEGAL DESCRIPTIONS
TRACT I
All that tract or parcel of land and premises, situate, lying and being in
the Boroughs of Park Ridge and Montvale in the County of Bergen and State of New
Jersey, more particularly described as follows:
PARCEL I:
BEGINNING at the northwesterly corner thereof, at a point in the center
line of Grand Avenue (formerly South Avenue) where the same is intersected by
the center line of a private right of way between the line of lands of the
Xxxxxxx X. Xxxx Company and the herein described property, and running thence
(1) along the center line of the right of way (14 feet in width), South eleven
degrees and sixteen minutes West (S 11 (degrees) l6'W) three hundred
forty-seven and six tenth (347.6) feet; thence
(2) South sixteen degrees and twenty-seven minutes West (S 16 (degrees) 27'W)
ninety-eight and fifty-five hundredths (98.55) feet; thence
(3) South twenty-nine degrees and twenty-one minutes West (S 29 (degrees) 2l'W)
eighty-one and eighty-two hundredths (81.82) feet; thence
(4) South thirty-seven degrees and one minute West (S 37 (degrees) 0l'W)
ninety-eight and twenty-three hundredths (98.23) feet; thence
(5) South fifty-degrees and twenty-six minutes West (S 50 (degrees) 26'W) one
hundred and forty-nine (149) feet to a point in the north line of lands
formerly of Xxxxxx X. Xxxxx, (Courses 1 to 5 inclusive being along with
center line of the right of way as above referred to); thence
(6) along the north line of lands formerly of Xxxxxx X. Xxxxx, South fifty-nine
degrees and five minutes East (S 59 (degrees) 05'E), three hundred
ninety-nine and sixty-two hundredths (399.62) feet; thence
(7) South thirty degrees and fifty-five minutes West (S 30 (degrees) 55'W)
twenty (20) feet; thence
(8) South fifty-nine degrees and five minutes East (S 59 (degrees) 05'E) ninety
and fifteen hundredths (90.15) feet; thence
(9) North twenty-nine degrees and forty-eight minutes East (N 29 (degrees)
48'E) fifty-two (52) feet; thence
(10) North fifty-nine degrees and five minutes West (N 59 (degrees) 05'W)
sixteen (16) feet to a point in the west line of lands formerly of Xxxxxxxx
Xxxxxx; thence
(11) along the west line of lands formerly of Xxxxxxxx Xxxxxx, north twenty-nine
degrees and forty-eight minutes East (N 29 (degrees) 48'E) seven hundred
twelve (712) feet, more or less, to a point in the north bank of the
Pascack Brook; thence
1.1-1
(12) easterly along the north bank of the Pascack Brook, the several courses
thereof, a distance of one hundred and ten (110) feet more or less, to a
point in the center line of Grand Avenue; thence
(13) westerly along the center line of Grand Avenue, north fifty-six degrees and
twenty minutes West (N 56 (degrees) 20'W) two hundred twenty-eight and
three tenths (228.3) feet; thence
(14) still along said center line North seventy-four degrees thirty minutes and
thirty seconds West (N 74 (degrees) 30'30"W) three hundred thirty-four and
eighteen hundredths (334.18) feet; thence
(15) still along said center line of Grand Avenue, North sixty-four degrees and
thirty-two minutes West (N 64 (degrees) 32'W) fifty-nine and thirty-eight
hundredths (59.38) feet to the point or place of BEGINNING.
PARCEL II:
BEGINNING at the southeast corner thereof, at a corner in the south line of
lands of Xxxxxx Xxxx, said point being also in the north line of a proposed
street, and being 282.99 feet westerly from the intersection of same with the
west line of Hawthorne Avenue, and from thence running
(1) North 30 (degrees) 55' East along the line of lands of Xxxxxx Xxxx 20.00
feet to a corner; thence
(2) North 59 (degrees) 05' West along the south line of land of Xxxx 235.93
feet to a point; thence
(3) South 30 (degrees) 55' West, 20.00 feet to a point; thence
(4) Easterly, parallel with (South 59 (degrees) O5' East) and distant 20.00
feet southerly at right angles from the second course above described, and
partly along the north line of a proposed street 235.93 feet to the place
of BEGINNING.
BEING the same premises conveyed to Xxxxx Data Corporation by Xxxxxx Xxxx,
Individually and as Executrix of Xxxxxx Xxxxxx Xxxx, deceased, dated September
7, 1977 and recorded September 9, 1977 in Deed Book 6292 at page 275.
1.1-2
TRACT II
All that tract or parcel of land and premises, hereinafter particularly
described, situate, lying and being in the Borough of Park Ridge in the County
of Bergen and State of New Jersey:
BEGINNING at a point in the dividing line between lands of the mortgagor
and lands formerly of Xxxxxx X. Xxxxx now of the Borough of Park Ridge, said
point being located in the center line of a 14 foot right of way or roadway
described in a certain deed made by Xxxxxxx X. Xxxx and Xxxxxxxxxx X. Xxxx, his
wife, to the mortgagor, dated April 16, 1906 and recorded May 10, 1906 in Book
628 of Deeds, page 545, Bergen County Clerk's Office and running thence through
the center line of said right of way or roadway the following courses and
distances:
(1) North 49 degrees 55 minutes East (being parallel with the easterly
foundation line of the factory located on the premises herein described)
149 feet; thence
(2) North 36 degrees 30 minutes East 98.23 feet; thence
(3) North 27 degrees 30 minutes East 81.62 feet; thence
(4) North 15 degrees East 98.55 feet; thence
(5) North 10 degrees 35 minutes East 349 feet to a point in the center line of
Grand (formerly South) Avenue; returning thence to the point of beginning
and running
(6) Along the aforesaid dividing line between lands of The X. X. Xxxx Company
and lands formerly of Perry, now of the Borough of Park Ridge, in a
northwesterly direction on a course of about North 66 degrees West a
distance of 148.80 feet, more or less, to a point on which is known as the
eighteen foot line, being the southeasterly boundary line of lands now of
the Borough of Park Ridge, formerly of the mortgagor; thence along said
boundary line the following courses and distances:
(7) North 66 degrees 43 minutes East, 34.23 feet; thence
(8) North 28 degrees 12 minutes East, 10.52 feet; thence
(9) North 52 degrees 54 minutes East, 20 feet; thence
(10) North 55 degrees 3 minutes East, 71.36 feet; thence
(11) North 65 degrees 8 minutes East, 36.20 feet; thence
(12) North 77 degrees 1 minute East 74.75 feet; thence
(13) North 49 degrees 10 minutes East, 58.20 feet; thence
(14) North 34 degrees 21 minutes East 72.53 feet; thence
(15) North 21 degrees 45 minutes East 163.57 feet; thence
(16) North 15 degrees 45 minutes East, 42.85 feet; thence
(17) North 11 degrees 53 minutes East 131.14 feet; thence
(18) North 26 degrees 44 minutes East, 15.34 feet to the southwesterly corner of
the abutment of the private bridge of Xxxxxxx X. Xxxx over the Pascack
Road, thence
(19) Along the westerly side of said bridge North 10 degrees 19 minutes 15
seconds East 32.05 feet to the northwesterly abutment of same; thence
1.1-3
(20) North 11 degrees 12 minutes East, 11.24 feet all along the said eighteen
foot line; thence
(21) North 20 degrees 47 minutes East 27.61 feet to the center of Grand Avenue;
thence
(22) Along the center line of Grand Avenue in a southeasterly direction, a
distance of 20 feet, more or less, to the end of the fifth course
hereinabove described.
Together with an easement in, over and upon the above described fourteen foot
right of way for all purposes of ingress and egress.
BEING the same premises conveyed to Xxxxxx Xxxxx by deed from X. X. Xxxx
Company, dated August 6, 1965 and recorded August 11, 1965 in Book 4813, Page
335 in the Bergen County Clerk's Office.
1.1-4
TRACT III
All that tract or parcel of land and premises, situate, lying and being in
the Borough of Park Ridge in the County of Bergen and State of New Jersey, more
particularly described as follows:
BEGINNING at a point in the northerly line of lands now or formerly of
Xxxxxxx X. Xxxx Estate said point being distant southeasterly along same 5.14
feet from the northwesterly corner of the above mentioned lands now or formerly
of Xxxxxxx X. Xxxx; thence (1) S. 56 (degrees) 35' E. along the aforementioned
northerly line of lands n/f of Xxxx a distance of 307.35 feet; thence (2) S. 33
(degrees) 25' W. a distance of 20.00 feet; thence (3) S. 56 (degrees) 35' E.
along the southerly line of lands n/f of Xxxxxx Xxxx a distance of 87.98 feet;
thence (4) S. 36 (degrees) 23' 30" W. a distance of 50.07 feet; thence (5) N. 56
(degrees) 35' W. a distance of 400.56 feet to a point thence (6) N. 39 (degrees)
47' 40" E. a distance of 70.44 feet to the point or place of beginning, the same
containing 26,123 square feet. The above description taken from survey made by
Hook and Easterbrook, Engineers and Surveyors, Mahwah, New Jersey, August, 1965.
BEING the same premises as shown on a certain map entitled "Subdivision of
Property of Xxxxxxx X. Xxxx, Xx., Xxxxxxx X. Gerdenier and Xxxxx X. Xxxxxxxx,
Borough of Park Ridge, Bergen Co. N.J." dated February, 1966, made by Xxxxxxx X.
Xxxxxxxx, E. & S., Park Ridge, N.J. and filed in the Bergen County Clerk's
Office on July 11, 1966, as Map No. 6481, being designated as "Exception -
26,123 sq. ft. to be retained by current owners."
BEING the same premises conveyed to Xxxxxx Xxxxx by Xxxxxxx X. Xxxx, Xx.
and Xxxxx Xxxxxxx Xxxx by deed dated February 4, 1967 and recorded March 13,
1967 in Bergen County Book 5023 of Deeds at Page 51.
1.1-5
Exhibit 4.1
The Seller has obtained deliveries of, stored and used heating oil in three
underground storage tanks located substantially as shown on the plan attached
hereto. Such tanks were decommissioned and abandoned in place beginning in
approximately 1990.
Further there may be asbestos in various materials used in the buildings on the
property. There is one pipe in the "red building" with visible asbestos
insulation and there may be other pipes within the walls of the red building and
any other buildings on the property that are insulated with asbestos. In
addition, the current siding siding on the "red building" may be underlain with
a former layer of asbestos cement siding.
[DIAGRAM OF UNDERGROUND STORAGE TANK]
Exhibit 4.2
Service Contracts
None
Exhibit 4.3
Leases
Lease dated September 21, 1993 between Xxxxx Data Corporation and X. X.
Engineering, Inc.
Lease dated June 29, 1994 between Xxxxx Data Corporation and Simex Medical
Imaging, Inc. and Xxxxxxx Xxxxx.
Leases dated February 5, 1990 and February 15, 1991 and Lease Modification and
Extension Agreement dated January 30, 1995 between Xxxxx Data Corporation and
Indices-Pac Research Corporation.
Lease dated December 3, 1991 and Lease Modification and Extension Agreement
dated September, 1994 between Xxxxx Data Corporation and Dolce International,
Inc.
Lease dated August 9, 1982 and Extension Agreement dated October 5, 1992 between
Xxxxx Data Corporation and Titan Group, Inc. and its successor Construction
Counsellors, Inc.
Exhibit 5.1
Insurance Certificate
ATTACHED
------------------------------------------------------------------------------------------------------------------------------------
XXXXX. CERTIFICATE OF INSURANCE ISSUE DATE (MM/DD/YY)
|_| 04/07/95
------------------------------------------------------------------------------------------------------------------------------------
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND
The Xxxxxx X. Xxxxx Agency CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE
000 Xxxxxxxx Xxxxxx Xx Xxx 00 DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
POLICIES BELOW
Xxxxx Xxxxx, XX 00000 ---------------------------------------------------------------
(000) 000-0000 COMPANIES AFFORDING COVERAGE
---------------------------------------------------------------
COMPANY
LETTER A AMERICAN EMPLOYERS INSURANCE CO
---------------------------------------------------------------
---------------------------------------------------------------------COMPANY
INSURED LETTER B NORTHERN ASSURANCE CO
XXXXXX XXXXX ---------------------------------------------------------------
COMPANY
000 X. XXXXXX XXXXX XXXX LETTER C
XXXXXX XXXXX XX 00000 ---------------------------------------------------------------
(000) 000-0000 COMPANY
LETTER D
---------------------------------------------------------------
COMPANY
LETTER E
------------------------------------------------------------------------------------------------------------------------------------
COVERAGES
------------------------------------------------------------------------------------------------------------------------------------
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
------------------------------------------------------------------------------------------------------------------------------------
CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS
LTR DATE (MM/DD/YY) DATE (MM/DD/YY)
------------------------------------------------------------------------------------------------------------------------------------
A GENERAL LIABILITY GENERAL AGGREGATE $2,000,000
|X| COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG. $2,000,000
|_|_| CLAIMS MADE |X| OCCUR. AJR 403972 09/15/94 09/15/95 PERSONAL & ADV. INJURY $
|_| OWNERS & CONTRACTOR'S PROT. EACH OCCURRENCE $1,000,000
|_| __________________________ FIRE DAMAGE (Any one fire) $ 50,000
MED. EXPENSE (Any one person)$ 5,000
------------------------------------------------------------------------------------------------------------------------------------
AUTOMOBILE LIABILITY COMBINED SINGLE
|_| ANY AUTO LIMIT $
|_| ALL OWNED AUTOS BODILY INJURY
|_| SCHEDULED AUTOS / / / / (Per person) $
|_| HIRED AUTOS BODILY INJURY
|_| NON-OWNED AUTOS (Per accident) $
|_| GARAGE LIABILITY PROPERTY DAMAGE $
|_|
------------------------------------------------------------------------------------------------------------------------------------
B EXCESS LIABILITY EACH OCCURRENCE $3,000,000
|X| UMBRELLA FORM NJDZ 15801 09/15/94 09/15/95 AGGREGATE $3,000,000
|_| OTHER THAN UMBRELLA FORM
------------------------------------------------------------------------------------------------------------------------------------
A OTHER - PROPERTY
BLDG.#5 SPEC ALL RISK $ 940,000
AJR 403972 09/15/94 09/15/95
------------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS
XXXX #0 - 000 XXXX XXXX, XXXX XXXXX, XX
------------------------------------------------------------------------------------------------------------------------------------
CERTIFICATE HOLDER CANCELLATION
------------------------------------------------------------------------------------------------------------------------------------
Continuum Care of N. J., SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
Inc. EXPIRATION DATE THEREOF. THE ISSUING COMPANY WILL ENDEAVOR TO
000 Xxxxx Xxxxxx MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE
Xxxxxxx, Mass 02194 LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.
-------------------------------------------------------------------------
AUTHORIZED REPRESENTATIVE
/s/ Xxxxxx X. Xxxxx
------------------------------------------------------------------------------------------------------------------------------------
XXXXX 25-8 (7/90) (c) XXXXX CORPORATION 1990
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
XXXXX. CERTIFICATE OF INSURANCE ISSUE DATE (MM/DD/YY)
|_| 04/07/95
------------------------------------------------------------------------------------------------------------------------------------
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND
The Xxxxxx X. Xxxxx Agency CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE
000 Xxxxxxxx Xxxxxx Xx Xxx 00 DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
POLICIES BELOW
Xxxxx Xxxxx, XX 00000 ---------------------------------------------------------------
(000) 000-0000 COMPANIES AFFORDING COVERAGE
---------------------------------------------------------------
COMPANY
LETTER A AMERICAN EMPLOYERS INSURANCE CO
---------------------------------------------------------------
---------------------------------------------------------------------COMPANY
INSURED LETTER B NORTHERN ASSURANCE CO
XXXXX DATA CORPORATION ---------------------------------------------------------------
XXXXX PUBLICATION, INC. COMPANY
000 XXXX XXXX XXXXXX X
XXXX XXXXX XX 00000 ---------------------------------------------------------------
(000) 000-0000 COMPANY
LETTER D
---------------------------------------------------------------
COMPANY
LETTER E
------------------------------------------------------------------------------------------------------------------------------------
COVERAGES
------------------------------------------------------------------------------------------------------------------------------------
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
------------------------------------------------------------------------------------------------------------------------------------
CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS
LTR DATE (MM/DD/YY) DATE (MM/DD/YY)
------------------------------------------------------------------------------------------------------------------------------------
A GENERAL LIABILITY GENERAL AGGREGATE $2,000,000
|X| COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG. $2,000,000
|_|_| CLAIMS MADE |X| OCCUR. AJR 403967 09/15/94 09/15/95 PERSONAL & ADV. INJURY $
|_| OWNERS & CONTRACTOR'S PROT. EACH OCCURRENCE $1,000,000
|_| __________________________ FIRE DAMAGE (Any one fire) $ 50,000
MED. EXPENSE (Any one person)$ 5,000
------------------------------------------------------------------------------------------------------------------------------------
AUTOMOBILE LIABILITY COMBINED SINGLE
|_| ANY AUTO LIMIT $
|_| ALL OWNED AUTOS BODILY INJURY
|_| SCHEDULED AUTOS / / / / (Per person) $
|_| HIRED AUTOS BODILY INJURY
|_| NON-OWNED AUTOS (Per accident) $
|_| GARAGE LIABILITY PROPERTY DAMAGE $
|_|
------------------------------------------------------------------------------------------------------------------------------------
B EXCESS LIABILITY EACH OCCURRENCE $3,000,000
|X| UMBRELLA FORM NJDZ 15801 09/15/94 09/15/95 AGGREGATE $3,000,000
|_| OTHER THAN UMBRELLA FORM
------------------------------------------------------------------------------------------------------------------------------------
A OTHER - PROPERTY
XXXX. #0 SPEC ALL RISK $ 182,000
AJR 403967 09/15/94 09/15/95
------------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS
XXXX #0 - 000 XXXX XXXX, XXXX XXXXX, XX
------------------------------------------------------------------------------------------------------------------------------------
CERTIFICATE HOLDER CANCELLATION
------------------------------------------------------------------------------------------------------------------------------------
Continuum Care of N. J., SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
Inc. EXPIRATION DATE THEREOF. THE ISSUING COMPANY WILL ENDEAVOR TO
000 Xxxxx Xxxxxx MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE
Xxxxxxx, Mass 02194 LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.
-------------------------------------------------------------------------
AUTHORIZED REPRESENTATIVE
/s/ Xxxxxx X. Xxxxx
------------------------------------------------------------------------------------------------------------------------------------
XXXXX 25-8 (7/90) (c) XXXXX CORPORATION 1990
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
XXXXX. CERTIFICATE OF INSURANCE ISSUE DATE (MM/DD/YY)
|_| 04/07/95
------------------------------------------------------------------------------------------------------------------------------------
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND
The Xxxxxx X. Xxxxx Agency CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE
000 Xxxxxxxx Xxxxxx Xx Xxx 00 DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
POLICIES BELOW
Xxxxx Xxxxx, XX 00000 ---------------------------------------------------------------
(000) 000-0000 COMPANIES AFFORDING COVERAGE
---------------------------------------------------------------
COMPANY
LETTER A AMERICAN EMPLOYERS INSURANCE CO
---------------------------------------------------------------
---------------------------------------------------------------------COMPANY
INSURED LETTER B NORTHERN ASSURANCE CO
XXXXX DATA CORPORATION ---------------------------------------------------------------
XXXXX PUBLICATION, INC. COMPANY
000 XXXX XXXX XXXXXX X
XXXX XXXXX XX 00000 ---------------------------------------------------------------
(000) 000-0000 COMPANY
LETTER D
---------------------------------------------------------------
COMPANY
LETTER E
------------------------------------------------------------------------------------------------------------------------------------
COVERAGES
------------------------------------------------------------------------------------------------------------------------------------
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
------------------------------------------------------------------------------------------------------------------------------------
CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS
LTR DATE (MM/DD/YY) DATE (MM/DD/YY)
------------------------------------------------------------------------------------------------------------------------------------
A GENERAL LIABILITY GENERAL AGGREGATE $2,000,000
|X| COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG. $2,000,000
|_|_| CLAIMS MADE |X| OCCUR. AJR 403967 09/15/94 09/15/95 PERSONAL & ADV. INJURY $
|_| OWNERS & CONTRACTOR'S PROT. EACH OCCURRENCE $1,000,000
|_| __________________________ FIRE DAMAGE (Any one fire) $ 50,000
MED. EXPENSE (Any one person)$ 5,000
------------------------------------------------------------------------------------------------------------------------------------
AUTOMOBILE LIABILITY COMBINED SINGLE
|_| ANY AUTO LIMIT $
|_| ALL OWNED AUTOS BODILY INJURY
|_| SCHEDULED AUTOS / / / / (Per person) $
|_| HIRED AUTOS BODILY INJURY
|_| NON-OWNED AUTOS (Per accident) $
|_| GARAGE LIABILITY PROPERTY DAMAGE $
|_|
------------------------------------------------------------------------------------------------------------------------------------
B EXCESS LIABILITY EACH OCCURRENCE $3,000,000
|X| UMBRELLA FORM NJDZ 15801 09/15/94 09/15/95 AGGREGATE $3,000,000
|_| OTHER THAN UMBRELLA FORM
------------------------------------------------------------------------------------------------------------------------------------
A OTHER - PROPERTY
XXXX. #0 SPEC ALL RISK $ 433,000
XXXX. #0 XXX 000000 09/15/94 09/15/95 SPEC ALL RISK $ 355,000
BLDG. #3 SPEC ALL RISK $ 708,000
------------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS
XXXX #0 - 000 XXXX XXXX, XXXX XXXXX, XX (OFFICE)
XXXX #0 - 000 XXXX XXXX, XXXX XXXXX, XX (STORAGE)
XXXX #0 - 000 XXXX XXXX, XXXX XXXXX, XX
------------------------------------------------------------------------------------------------------------------------------------
CERTIFICATE HOLDER CANCELLATION
------------------------------------------------------------------------------------------------------------------------------------
Continuum Care of N. J., SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
Inc. EXPIRATION DATE THEREOF. THE ISSUING COMPANY WILL ENDEAVOR TO
000 Xxxxx Xxxxxx MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE
Xxxxxxx, Mass 02194 LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.
-------------------------------------------------------------------------
AUTHORIZED REPRESENTATIVE
/s/ Xxxxxx X. Xxxxx
------------------------------------------------------------------------------------------------------------------------------------
XXXXX 25-8 (7/90) (c) XXXXX CORPORATION 1990
------------------------------------------------------------------------------------------------------------------------------------
