NOTE: This form is intended to cover matters common to most transactions.
Provisions should be added, altered or deleted to suit the circumstances of a
particular transaction and to comply with local law and practice.
Contract of Sale -- Office, Commercial and Multi-Family Residential Premises
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Table of Contents
Section 1. Sale of premises and acceptable title
Section 2. Purchase price, acceptable funds, existing mortgages, purchase
money mortgage, escrow of downpayment and foreign persons
Section 3. The closing
Section 4. Representations and warranties of seller
Section 5. Acknowledgements of purchaser
Section 6. Seller's obligations as to leases
Section 7. Responsibility for violations
Section 8. Destruction, damage or condemnation
Section 9. Covenants of seller
Section 10. Seller's closing obligations
Section 11. Purchaser's closing obligations
Section 12. Apportionments
Section 13. Objections to title, failure of seller or purchaser to perform
and vendee's lien
Section 14. Broker
Section 15. Notices
Section 16. Limitations on survival of representations, warranties, covenants
and other obligations
Section 17. Miscellaneous provisions
Signatures and receipt by escrowee
Section A. Descriptions of premises (to be attached)
Section B. Permitted exceptions
Section C. Purchase price
Section D. Miscellaneous
Section E. Rent schedule (to be attached)
Section F. Purchase money note and mortgage
(to be attached)
CONTRACT dated March _____, 1999 between
WORLD POLYMERS, INC. f/k/a ACE PLASTICS, INC.
000 Xxxxxxx Xxxxxx
Xxxxxxxx, X.X. 00000
("Seller") and
ICY SPLASH FOOD and BEVERAGE, INC.
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, X.X. 00000
with the right to assign this Contract to a wholly owned subsidiary
("Purchaser").
Seller and Purchaser hereby covenant and agree as follows:
Section 1. Sale of Premises and Acceptable Title
ss. 1.01. Seller shall sell to Purchaser, and Purchaser shall purchase from
Seller, at the price and upon the terms and conditions set forth in this
contract: (a) the parcel of land more particularly described in Schedule A
attached hereto ("Land"); (b) all buildings and improvements situated on the
Land (collectively, "Building"); (c) all right, title and interest of Seller, if
any, in and to the land lying in the bed of any street or highway in front of or
adjoining the Land to the center line thereof, and to any unpaid award for any
taking by condemnation or any damage to the Land by reason of a change of grade
of any street or highway; (d) the appurtenances and all the estate and rights of
Seller in and to the Land and Building; and (e) all right, title and interest of
Seller, if any, in and to the fixtures, equipment and other personal property
attached or appurtenant to the Building (collectively, "Premises"). The Premises
are located at or known as
000 Xxxxxxx Xxxxxx
Xxxxxxxx, X.X.
Xxxx. 00, Xxxxx 0000, Xxx 6
ss. 1.02. Seller shall convey and Purchaser shall accept fee simple title
to the Premises in accordance with the terms of this contract, subject only to:
(a) the matters set forth in Schedule B attached hereto (collectively,
"Permitted Exceptions"); and (b) such other matters as (i) the title insurer
specified in Schedule D attached hereto (or if none is so specified, then any
title insurer doing business in the state in which the Premises are located)
shall be willing, without special premium, to omit as exceptions to coverage or
to except with insurance against collection out of or enforcement against the
Premises and (ii) shall be accepted by any bank, savings bank, trust company,
savings and loan association or insurance company ("Institutional Lender") which
has committed in writing to provide mortgage financing to Purchaser for the
purchase of the Premises ("Purchaser's Institutional Lender"), except that if
such acceptance by Purchaser's Institutional Lender is unreasonably withheld or
delayed, such acceptance shall be deemed to have been given.
Section 2. Purchase Price, Acceptable Funds, Existing Mortgages, Purchase
Money Mortgage, Escrow of Downpayment and Foreign Persons
ss. 2.01. The purchase price ("Purchase Price") to be paid by Purchaser to
Seller for the Premises as provided in Schedule C attached hereto is $800,000.00
ss. 2.02. All monies payable under this contract, unless otherwise
specified in this contract, shall be paid by (a) certified checks of Purchaser
or any person making a purchase money loan to Purchaser drawn on any bank,
savings bank, trust company or savings and loan association having a banking
office in the state in which the Premises are located or (b) official bank
checks drawn by any such banking institution, payable to the order of Seller,
except that uncertified checks of Purchaser payable to the order of Seller up to
the amount of one-half of one percent of the Purchase Price shall be acceptable
for sums payable to Seller at the Closing.
ss. 2.04. (a) If Schedule C provides for payment of a portion of the
Purchase Price by execution and delivery to Seller of a note secured by a
purchase money mortgage ("Purchase Money Mortgage"), such note and Purchase
Money Mortgage shall be drawn by the attorney for the Seller on the forms
attached hereto as Schedule F, as modified by this contract. At the Closing,
Purchaser shall pay the Mortgage recording tax and recording fees therefor and
the filing fees for any financing statements delivered in connection therewith,
as well as attorney fees to Seller's attorney in the sum of $350.00.
ss. 2.05. (a) If the sum paid under paragraph (a) of Schedule C or any
other sums paid on account of the Purchase Price prior to the Closing
(collectively, "Downpayment") are paid by check or checks drawn to the order of
and delivered to Seller's attorney or another escrow agent ("Escrowee"), the
Escrowee shall hold the proceeds thereof in escrow in a special bank account (or
as otherwise agreed in writing by Seller, Purchaser and Escrowee) until the
Closing or sooner termination of this contract and shall pay over or apply such
proceeds in accordance with the terms of this section. Escrowee need not hold
such proceeds in an interest-bearing account, but if any interest is earned
thereon, such interest shall be paid to the same party entitled to the escrowed
proceeds, and the party receiving such interest shall pay any income taxes
thereon. The tax identification numbers of the parties are either set forth in
Schedule D or shall be furnished to Escrowee upon request. At the Closing, such
proceeds and the interest thereon, if any, shall be paid by Escrowee to Seller.
If for any reason the Closing does not occur and either party makes a written
demand upon Escrowee for payment of such amount, Escrowee shall give written
notice to the other party of such demand. If Escrowee does not receive a written
objection from the other party to the proposed payment within 10 business days
after the giving of such notice, Escrowee is hereby authorized to make such
payment. If Escrowee does receive such written objection within such 10 day
period or if for any other reason Escrowee in good faith shall elect not to make
such payment, Escrowee shall continue to hold such amount until otherwise
directed by written instructions from the parties to this contract or a final
judgment of a court. However, Escrowee shall have the right at any time to
deposit the escrowed proceeds and interest thereon, if any, with the clerk of
the appropriate court of the county in which the Land is located. Escrowee shall
give written notice of such deposit to Seller and Purchaser. Upon such deposit
Escrowee shall be relieved and discharged of all further obligations and
responsibilities hereunder.
(b) The parties acknowledge that Escrowee is acting solely as a stakeholder
at their request and for their convenience, that Escrowee shall not be deemed to
be the agent of either of the parties, and that Escrowee shall not be liable to
either of the parties for any act or omission on its part unless taken or
suffered in bad faith, in willful disregard of this contract or involving gross
negligence. Seller and Purchaser shall jointly and severally indemnify and hold
Escrowee harmless from and against all costs, claims and expenses, including
reasonable attorneys' fees, incurred in connection with the performance of
Escrowee's duties hereunder, except with respect to actions or omissions taken
or suffered by Escrowee in bad faith, in willful disregard of this contract or
involving gross negligence on the part of Escrowee.
(c) Escrowee has acknowledged agreement to these provisions by signing in
the place indicated on the signature page of this contract.
ss. 2.06. In the event that Seller is a "foreign person", as defined in
Internal Revenue Code Section 1445 and regulations issued thereunder
(collectively, the "Code Withholding Section"), or in the event that Seller
fails to deliver the certification of non-foreign status required under ss.
10.12(c), or in the event that Purchaser is not entitled under the Code
Withholding Section to rely on such certification, Purchaser shall deduct and
withhold from the Purchase Price a sum equal to ten percent (10%) thereof and
shall at Closing remit the withheld amount with Forms 8288 and 8288A (or any
successors thereto) to the Internal Revenue Service; and if the cash balance of
the Purchase Price payable to Seller at the Closing after deduction of net
adjustments, apportionments and credits (if any) to be made or allowed in favor
of Seller at the Closing as herein provided is less than ten percent (10%) of
the Purchase Price, Purchaser shall have the right to terminate this contract,
in which event Seller shall refund the Downpayment to Purchaser and shall
reimburse Purchaser for title examination and survey costs as if this contract
were terminated pursuant to ss. 13.02. The right of termination provided for in
this ss. 2.06 shall be in addition to and not in limitation of any other rights
or remedies available to Purchaser under applicable law.
Section 3. The Closing
ss. 3.01. Except as otherwise provided in this contract, the closing of
title pursuant to this contract ("Closing") shall take place on the scheduled
date and time of closing specified in Schedule D (the actual date of the Closing
being herein referred to as "Closing Date") at the place specified in Schedule
D.
Section 4. Representations and Warranties of Seller
Seller represents and warrants to Purchaser as follows:
ss. 4.01. Unless otherwise provided in this contract, Seller is the sole
owner of the Premises.
ss. 4.02. If the premises are encumbered by an Existing Mortgage(s), no
written notice has been received from the Mortgagee(s) asserting that a default
or breach exists thereunder which remains uncured and no such notice shall have
been received and remain uncured on the Closing Date. If copies of documents
constituting the Existing Mortgage(s) and note(s) secured thereby have been
exhibited to and initialed by Purchaser or its representative, such copies are
true copies of the originals and the Existing Mortgage(s) and note(s) secured
thereby have not been modified or amended except as shown in such documents.
ss. 4.03. The information concerning written leases (which together with
all amendments and modifications thereof are collectively referred to as
"Leases") and any tenancies in the Premises not arising out of the Leases
(collectively, "Tenancies") set forth in Schedule E attached hereto ("Rent
Schedule") is set accurate as of the date set forth therein or, if no date is
set forth therein, as of the date hereof, and there are no Leases or Tenancies
of any space in the Premises other than those set forth therein and any
subleases or subtenancies. Except as otherwise set forth in the Rent Schedule or
elsewhere in this contract:
(a) all of the Leases are in full force and effect and none of them has
been modified, amended or extended;
(b) no renewal or extension options have been granted to tenants;
(c) no tenant has an option to purchase the Premises;
(d) the rents set forth are being collected on a current basis and there
are no arrearages in excess of one month;
(e) no tenant is entitled to rental concessions or abatements for any
period subsequent to the scheduled date of closing;
(f) Seller has not sent written notice to any tenant claiming that such
tenant is in default, which default remains uncured;
(g) no action or proceeding instituted against Seller by any tenant of the
Premises is presently pending in any court, except with respect to claims
involving personal injury or property damage which are covered by insurance; and
(h) there are no security deposits other than those set forth in the Rent
Schedule.
If any Leases which have been exhibited to and initialed by Purchaser or its
representative contain provisions that are inconsistent with the foregoing
representations and warranties, such representations and warranties shall be
deemed modified to the extent necessary to eliminate such inconsistency and to
conform such representations and warranties to the provisions of the Leases.
ss. 4.04. If the Premises or any part thereof are subject to rent control
or regulation, the rents shown are not in excess of the maximum collectible
rents, and, except as otherwise set forth in the Rent Schedule, no tenants are
entitled to abatements as senior citizens, there are no proceedings presently
pending before the rent commission in which a tenant has alleged an overcharge
of rent or diminution of services or similar grievance, and there are no
outstanding orders of the rent commission that have not been complied with by
Seller.
ss. 4.05. If an insurance schedule is attached hereto, such schedule lists
all insurance policies presently affording coverage with respect to the
Premises, and the information contained therein is accurate as of the date set
forth therein or, if no date is set forth therein, as of the date hereof.
ss. 4.06. If a payroll schedule is attached hereto, such schedule lists all
employees presently employed at the Premises, and the information contained
therein is accurate at of the date set forth therein or, if no date is set forth
therein, as of the date hereof, and, except as otherwise set forth in such
schedule, none of such employees is covered by a union contract and there are no
retroactive increases or other accrued and unpaid sums owed to any employee.
ss. 4.07. If a schedule of service, maintenance, supply and management
contracts ("Service Contracts") is attached hereto, such schedule lists all such
contracts affecting the Premises, and the information set forth therein is
accurate as of the date set forth therein or, if no date is set forth therein,
as of the date hereof.
ss. 4.08. If a copy of a certificate of occupancy for the Premises has been
exhibited to and initialed by Purchaser or its representative, such copy is a
true copy of the original and such certificate has not been amended, but Seller
makes no representation as to compliance with any such certificate.
ss. 4.09. The assessed valuation and real estate taxes set forth in
Schedule D, if any, are the assessed valuation of the Premises and the taxes
paid or payable with respect thereto for the fiscal year indicated in such
schedule. Except as otherwise set forth in Schedule D, there are no tax
abatements or exemptions affecting the Premises.
ss. 4.10. Except as otherwise set forth in a schedule attached hereto, if
any, if the Premises are used for residential purposes, each apartment contains
a range and a refrigerator, and all of the ranges and refrigerators and all of
the items of personal property (or replacements thereof) listed in such
schedule, if any, are and on the Closing Date will be owned by Seller free of
liens and encumbrances other than the lien(s) of the Existing Mortgage(s), if
any.
ss. 4.11. Seller has no actual knowledge that any incinerator, boiler or
other burning equipment on the Premises is being operated in violation of
applicable law. If copies of a certificate or certificates of operation therefor
have been exhibited to and initialed by Purchaser or its representative, such
copies are true copies of the originals.
ss. 4.12. Except as otherwise set forth in Schedule D, Seller has no actual
knowledge of any assessment payable in annual installments, or any part thereof,
which has become a lien on the Premises.
ss. 4.13. Seller is not a "foreign person" as defined in the Code
Withholding Section.
Section 5. Acknowledgments of Purchaser
Purchaser acknowledges that:
ss. 5.01. Purchaser has inspected the Premises, is fully familiar with the
physical condition and state of repair thereof, and, subject to the provisions
of ss. 7.01, ss. 8.01, and ss. 9.04, shall accept the Premises "as is" and in
their present condition, subject to reasonable use, wear, tear and natural
deterioration between now and the Closing Date, without any reduction in the
Purchase Price for any change in such condition by reason thereof subsequent to
the date of this contract.
ss. 5.02. Before entering into this contract, Purchaser has made such
examination of the Premises, the operation, income and expenses thereof and all
other matters affecting or relating to this transaction as Purchaser deemed
necessary. In entering into this contract, Purchaser has not been induced by and
has not relied upon any representations, warranties or statements, whether
express or implied, made by Seller or any agent, employee or other
representative of Seller or by any broker or any other person representing or
purporting to represent Seller, which are not expressly set forth in this
contract, whether or not any such representations, warranties or statements were
made in writing or orally.
Section 6. Seller's Obligations as to Leases
ss. 6.01. Unless otherwise provided in a schedule attached to this
contract, between the date of this contract and the Closing, Seller shall not,
without Purchaser's prior written consent, which consent shall not be
unreasonably withheld: (a) amend, renew or extend any Lease in any respect,
unless required by law; (b) grant a written lease to any tenant occupying space
pursuant to a Tenancy; or (c) terminate any Lease or Tenancy except by reason of
a default by the tenant thereunder.
ss. 6.O2. Unless otherwise provided in a schedule attached to this
contract, between the date of this contract and the Closing, Seller shall not
permit occupancy of, or enter into any new lease for, space in the Building
which is presently vacant or which may hereafter become vacant without first
giving Purchaser written notice of the identity of the proposed tenant, together
with (a) either a copy of the proposed lease or a summary of the terms thereof
in reasonable detail and (b) a statement of the amount of the brokerage
commission, if any, payable in connection therewith and the terms of payment
thereof. If Purchaser objects to such proposed lease, Purchaser shall so notify
Seller within 4 business days after receipt of Seller's notice if such notice
was personally delivered to Purchaser, or within 7 business days after the
mailing of such notice by Seller to Purchaser, in which case Seller shall not
enter into the proposed lease. Unless otherwise provided in a schedule attached
to this contract, Purchaser shall pay to Seller at the Closing, in the manner
specified in ss. 2.02. the rent and additional rent that would have been payable
under the proposed lease from the date on which the tenant's obligation to pay
rent would have commenced if Purchaser had not so objected until the Closing
Date, less the amount of the brokerage commission specified in Seller's notice
and the reasonable cost of decoration or other work required to be performed by
the landlord under the terms of the proposed lease to suit the premises to the
tenant's occupancy ("Reletting Expenses"), prorated in each case over the term
of the proposed lease and apportioned as of the Closing Date. If Purchaser does
not so notify Seller of its objection, Seller shall have the right to enter into
the proposed lease with the tenant identified in Seller's notice and Purchaser
shall pay to Seller, in the manner specified in ss. 2.02, the Reletting
Expenses, prorated in each case over the term of the lease and apportioned as of
the later of the Closing Date or the rent commencement date. Such payment shall
be made by Purchaser to Seller at the Closing. In no event shall the amount so
payable to Seller exceed the sums actually paid by Seller on account thereof.
ss.6.03. If any space is vacant on the Closing Date, Purchaser shall accept
the Premises subject to such vacancy, provided that the vacancy was not
permitted or created by Seller in violation of any restrictions contained in
this contract. Seller shall not grant any concessions or rent abatements for any
period following the Closing without Purchaser's prior written consent. Seller
shall not apply all or any part of the security deposit of any tenant unless
such tenant has vacated the Premises.
ss.6.04. Seller does not warrant that any particular Lease or Tenancy will
be in force or effect at the Closing or that the tenants will have performed
their obligations thereunder. The termination of any Lease or Tenancy prior to
the Closing by reason of the tenant's default shall not affect the obligations
of Purchaser under this contract in any manner or entitle Purchaser to an
abatement of or credit against the Purchase Price or give rise to any other
claim on the part of Purchaser.
Section 7. Responsibility for Violations
ss. 7.01. Except as provided in ss. 7.02 and ss. 7.03, all notes or notices
of violations of law or governmental ordinances, orders or requirements which
were noted or issued prior to the date of this contract by any governmental
department, agency or bureau having jurisdiction as to conditions affecting the
Premises and all liens which have attached to the Premises prior to the Closing
pursuant to any applicable governmental ordinances, orders or requirements shall
be removed or complied with by Seller. If such removal or compliance has not
been completed prior to the Closing, Seller shall pay to Purchaser at the
Closing the reasonably estimated unpaid cost to effect or complete such removal
or compliance, and Purchaser shall be required to accept title to the Premises
subject thereto, except that Purchaser shall not be required to accept such
title and may terminate this contract as provided in ss. 13.02 if (a)
Purchaser's Institutional Lender reasonably refuses to provide financing by
reason thereof or (b) the Building is a multiple dwelling and either (i) such
violation is rent impairing and causes rent to be unrecoverable pursuant to law
or (ii) a proceeding has been validly commenced by tenants and is pending with
respect to such violation for a judgment directing deposit and use of rents
pursuant to law. All such notes or notices of violations noted or issued on or
after the date of this contrast shall be the sole responsibility of Purchaser.
ss. 7.02. If the reasonably estimated aggregate cost to remove or comply
with any violations or liens which Seller is required to remove or comply with
pursuant to the provisions of ss. 7.01 shall exceed the Maximum Amount specified
in Schedule D (or if none is so specified, the Maximum Amount shall be one-half
of one percent of the Purchase Price), Seller shall have the right to cancel
this contract, in which event the sole liability of Seller shall be as set forth
in ss. 13.02, unless Purchaser elects to accept title to the Premises subject to
all such violations or liens, in which event Purchaser shall be entitled to a
credit of an amount equal to the Maximum Amount against the monies payable at
the Closing.
ss. 7.03. Regardless of whether a violation has been noted or issued prior
to the date of this contact, Seller's failure to remove or fully comply with the
following violations shall not be an objection to title: any violations which a
tenant is required to remove or comply with pursuant to the terms of its lease
by reason of such tenant's use or occupancy. Purchaser shall accept the Premises
subject to all such violations without any liability of Seller with respect
thereto or any abatement of or credit against the Purchase Price, except that if
Purchaser's Institutional Lender reasonably refuses to provide financing by
reason of the violations described above, Purchaser shall not be required to
accept the Premises subject thereto and Purchaser shall have the right to
terminate this contract in the manner provided in ss. 13.02.
ss. 7.04. If required, Seller, upon written request by Purchaser, shall
promptly furnish to Purchaser written authorizations to make any necessary
searches for the purposes of determining whether notes or notices of violations
have been noted or issued with respect to the Premises or liens have attached
thereto.
Section 8. Destruction, Damage or Condemnation
ss. 8.01. The provisions of the Uniform Vendor and Purchaser Risk Act, if
effective in the state in which the Premises are located, shall apply to the
sale and purchase provided for in this contract.
Section 9. Covenants of Seller
Seller covenants that between the date of this contract and the Closing:
ss. 9.01. The Existing Mortgage(s) shall not be amended or supplemented or
prepaid in whole or in part, Seller shall pay or make, as and when due and
payable, all payments of principal and interest and all deposits required to be
paid or made under the Existing Mortgage(s).
ss. 9.02. Seller shall not modify or amend any Service Contract or enter
into any new service contract unless the same is terminable without penalty by
the then owner of the Premises upon not more than 30 days' notice.
ss. 9.03. If an insurance schedule is attached hereto, Seller shall
maintain in full force and effect until the Closing the insurance policies
described in such schedule or renewals thereof for no more than one year of
those expiring before the Closing.
ss. 9.04. No fixtures, equipment or personal property included in this sale
shall be removed from the Premises unless the same are replaced with similar
items of at least equal quality prior to the Closing.
ss. 9.05. Seller shall not withdraw, settle or otherwise compromise any
protest or reduction proceeding affecting real estate taxes assessed against the
Premises for any fiscal period which the Closing is to occur or any subsequent
fiscal period without the prior written consent of Purchaser, which consent
shall not be unreasonably withheld. 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 Purchaser,
after deducting the expenses of collection thereof, which obligation shall
survive the Closing.
ss. 9.06. Seller shall allow Purchaser or Purchaser's representatives
access to the Premises, the Leases and other documents required to be delivered
under this contract upon reasonable prior notice at reasonable times.
Section 10. Seller's Closing Obligations
At the Closing, Seller shall deliver the following to Purchaser:
ss.10.01. A deed in the form described in Schedule D, properly executed in
proper form for recording so as to convey the title required by this contract.
ss.10.02. All Leases initialed by Purchaser and all others in Seller's
possession.
ss.10.03 A schedule of all cash security deposits and a check or credit to
Purchaser in the amount of such security deposits, including any interest
thereon, held by Seller on the Closing Date under the Lease or, if held by an
Institutional Lender, an assignment to Purchaser and written instructions to the
holder of such deposits to transfer the same to Purchaser, and appropriate
instruments of transfer or assignment with respect to any lease securities which
are other than cash.
ss.10.04. A schedule updating the Rent Schedule and setting forth all
arrears in rents and all prepayments of rents.
ss.10.05. All Service Contracts initialed by Purchaser and all others in
Seller's possession which are in effect on the Closing Date and which are
assignable by Seller.
ss.10.06 An assignment to Purchaser, without recourse or warranty, of all
of the interest of Seller in those Service Contracts, insurance policies,
certificates, permit and other documents to be delivered to Purchaser at the
Closing which are then in effect and are assignable by Seller.
ss.10.07 (a) Written consent(s) of the Mortgagee(s), if required under
ss2.03(b), and (b) certificate(s) executed by the Mortgagee(s) in proper form
for recording and certifying (i) the amount of the unpaid principal balance
thereof, (ii) the maturity date thereof, (iii) the interest rate, (iv) the last
date to which interest has been paid thereon and (v) the amount of any escrow
deposits held by the Mortgagee(s). Seller shall pay the fees for recording such
certificate(s). Any Mortgagee which is an Institutional Lender may furnish a
letter in lieu of such certificate to the extent permitted by law.
ss.10.08. An assignment of all Seller's right, title and interest in escrow
deposits for real estate taxes, insurance premiums and other amounts, if any,
then held by the Mortgagee(s).
ss.10.09. All Original insurance policies with respect to which premiums
are to be apportioned or, if unobtainable, true copies or certificates thereof.
ss.10.10. To the extent they are then in Seller's possession and not posted
at the Premises, certificates, licenses, permits, authorizations and approvals
issued for or with respect to the Premises by governmental and
quasi-governmental authorities having jurisdiction.
ss.10.11. Such affidavits as Purchaser's title company shall reasonably
require in order to omit from its title insurance policy all exceptions for
judgments, bankruptcies or other returns against persons or entities whose names
are the same as or similar to Seller's name.
ss.10.12. (a) Checks to the order of the appropriate officers in payment of
all applicable real property transfer taxes and copies of any required tax
returns therefor executed by Seller, which checks shall be certified or official
bank checks if required by the taxing authority, unless Seller elects to have
Purchaser pay any of such taxes and credit Purchaser with the amount thereof and
(b) a certification of non-foreign status, in form required by the Code
Withholding Section, signed under penalty of perjury. Seller understands that
such certification will be retained by Purchaser and will be made available to
the Internal Revenue Service on request.
ss.10.13. To the extent they are then in Seller's possession, copies of
current painting and payroll records. Seller shall make all other Building and
tenant files and records. Seller shall make all other Building and tenant files
and records available to Purchaser for copying, which obligation shall survive
the Closing.
ss.10.14. An original letter, executed by Seller or by its agent, advising
the tenants of the sale of the Premises to Purchaser and directing that rents
and other payments thereafter be sent to Purchaser or as Purchaser may direct.
ss.10.15. Notice(s) to the Mortgagee(s), executed by Seller or by its
agent, advising of the sale of the Premises to Purchaser and directing that
future bills and other correspondence should thereafter be sent to Purchaser or
as Purchaser may direct.
ss.10.16. If Seller is a corporation and if required and by law, a
resolution of Seller's board of directors authorizing the sale and delivery of
the deed and a certificate executed by the secretary or assistant secretary of
Seller certifying as to the adoption of such resolution and setting forth facts
showing that the transfer complies with the requirements of such law. The deed
referred to in ss.10.01 shall also contain a recital sufficient to establish
compliance with such law.
ss.10.17. Possession of the Premises in the condition required by this
contract, subject to the Leases and Tenancies, and keys therefor. See Rider for
additional terms.
ss.10.18. Any other documents required by this contract to be delivered by
Seller.
Section 11. Purchaser's Closing Obligations
At the Closing, Purchaser shall:
ss.11.01. Deliver to Seller checks in payment of the portion of the
Purchase Price payable at the Closing, as adjusted for apportionments under
Section 12, plus the amount of escrow deposits, if any, assigned pursuant to
ss.10.08.
ss.11.02. Deliver to Seller the Purchase Money Mortgage, if any, in proper
form for recording, the note secured thereby, financing statements covering
personal property, fixtures and equipment included in this sale and replacements
thereof, all properly executed, and Purchaser shall pay any mortgage recording
tax and recording fees for any Purchase Money Mortgage.
ss.11.03. Deliver to Seller an agreement indemnifying and agreeing to
defend Seller against any claims made by tenants with respect to tenants'
security deposits to the extent paid, credited or assigned to Purchaser under
ss.10.03.
ss.11.04. Cause the deed to be recorded, duly complete all required real
property transfer tax returns and cause all such returns and checks in payment
of such taxes to be delivered to the appropriate officers promptly after the
Closing.
ss.11.05. Deliver any other documents required by this contract to be
delivered by Purchaser.
Section 12. Apportionments
ss.12.01. The following apportionments shall be made between the parties at
the Closing as of the close of business on the day prior to the Closing Date:
(a) prepaid rents and Additional Rents (as defined in ss.12.03.);
(b) interest on the Existing Mortgage(s);
(c) real estate taxes, water charges, sewer rents and vault charges, if
any, on the basis of the fiscal period for which assessed, except that if there
is a water meter on the Premises, apportionment at the Closing shall be based on
the last available reading, subject to adjustment after the Closing when the
next reading is available;
(d) wages, vacation pay, pension and welfare benefit and other fringe
benefits of all persons employed at the Premises whose employment was not
terminated at or prior to the Closing;
(e) value of fuel stored on the Premises, at the price then charged by
Seller's supplier, including any taxes;
(f) charges under transferable Service Contracts or permitted renewals or
replacements thereof;
(g) permitted administrative charges, if any, on tenants security deposits;
(h) dues to rent stablization associations, if any;
(i) insurance premiums on transferable insurance policies listed on a
schedule hereto or permitted renewals thereof;
(j) Reletting Expenses under ss.6.02, if any; and
(k) any other items listed in Schedule D.
If the Closing shall occur before a new tax rate is fixed, the
apportionment of taxes at the Closing shall be upon the basis of the old tax
rate for the preceeding period applied to latest assessed valuation. Promptly
after the new tax rate is fixed, the apportionment of taxes shall be recomputed.
Any discrepancy resulting from such recomputation and any errors or omissions in
computing apportionments at Closing shall be promptly corrected, which
obligations shall survive the Closing.
ss.12.02 If any tenant is in arrears in the payment of rent on the Closing
Date, rents received from such tenant after the Closing shall be applied in the
following order of priority: (a) first to the month preceding the month in which
the Closing occurred; (b) then to the month in which the Closing occurred; (c)
then to any month or months following the month in which the Closing occurred;
and (d) then to the period prior to the month preceding the month in which the
Closing occurred. If rents or any portion thereof received by Seller or
Purchaser, after the Closing are payable to the other party by reason of this
allocation, the appropriate sum, less a proportionate share of any reasonable
attorney's fees, costs and expenses of collection thereof, shall be promptly
paid to the other party, which obligation shall survive the Closing.
ss.12.03. If any tenants are required to pay percentage rent; escalation
charges for real estate taxes, operating expenses, cost-of-living adjustments or
other charges of a similar nature ("Additional Rents") and any Additional Rents
are collected by Purchaser after the Closing which are attributable in whole or
in part to any period prior to the Closing, then Purchaser shall promptly pay to
Seller Seller's proportionate share thereof, less a proportionate share of any
reasonable attorneys' fees, costs and expenses of collection thereof, if and
when the tenant paying the same has made all payments of rent and Additional
Rent then due to Purchaser pursuant to the tenant's Lease, which obligation
shall survive the Closing.
Section 13. Objections to Title, Failure of Seller or Purchaser to Perform and
Vendee's Lien
ss.13.01. Purchaser shall promptly order an examination of title and shall
cause a copy of the title report to be forwarded to Seller's attorney upon
receipt. Seller shall be entitled to a reasonable adjournment or ajournments of
the Closing for up to 60 days or until the expiration date of any written
commitment of Purchaser's Institutional Lender delivered to Purchaser prior to
the scheduled date of Closing, whichever occurs first, to remove any other
defects or objections which may be disclosed on or prior to the Closing Date.
ss.13.02. If Seller shall be unable to convey title to the Premises at the
Closing in accordance with the provisions of this contract or if Purchaser shall
have any other grounds under this contract for refusing to consummate the
purchase provided for herein, Purchaser, nevertheless, may elect to accept such
title as Seller may be able to convey with a credit against the monies payable
at the Closing equal to the reasonably estimated cost to cure the same (up to
the Maximum Expense described below), but without any other credit or liability
on the part of Seller. If Purchaser shall not so elect, Purchaser may terminate
this contract and the sole liability of Seller shall be to refund the
Downpayment to Purchaser and to reimburse Purchaser for the net cost of title
examination, but not to exceed the net amount charged by Purchaser's title
company therefor without issuance of a policy, and the net cost of updating the
existing survey of the Premises or the net cost of a new survey of the Premises
if there was no existing survey or the existing survey was not capable of being
updated and a new survey was required by Purchaser's Institutional Lender. Upon
such refund and reimbursement, this contract shall be null and void and the
parties hereto shall be relieved of all further obligations and liability other
than any arising under Section 14. Seller shall not be required to bring any
action or proceeding or to incur any expense in excess of the Maximum Expense
specified in Schedule D (or, if none is so specified, the Maximum Expense shall
be one-half of one percent of the Purchase Price) to cure any title defect or to
enable Seller otherwise to comply with the provisions of this contract, but the
foregoing shall not permit Seller to refuse to pay off at the Closing, to the
extent of the monies payable at the Closing, mortgages on the Premises, other
than Existing Mortgage(s), of which Seller has actual knowledge.
ss.13.03. Any unpaid taxes, assessments, water charges and sewer rents,
together with the interest and penalties thereon to a date not less than two
days following the Closing Date, and any other liens and encumbrances which
Seller is obligated to pay and discharge or which are against corporations,
estates or other persons in the chain of title, together with the cost of
recording or filing any instruments necessary to discharge such liens and
encumbrances of record, may be paid out of the proceeds of the monies payable at
the Closing if Seller delivers to Purchaser on the Closing Date official bills
for such taxes, assessments, water charges, sewer rents, interest and penalties
and instruments in recordable form sufficient to discharge any other liens and
encumbrances of record. Upon request made a reasonable time before the Closing,
Purchaser shall provide at the Closing separate checks for the foregoing payable
to the order of the holder of any such lien, charge or encumbrance and otherwise
complying with ss2.02. If Purchaser's title insurance company is willing to
insure both Purchaser and Purchaser's Institutional Lender, if any, that such
charges, liens and encumbrances will not be collected out of or enforced against
the Premises, then unless Purchaser's Institutional Lender reasonably refuses to
accept such insurance in lieu of actual payment and discharge Seller shall have
the right in lieu of payment and discharge to deposit with the title insurance
company such funds or assurances or to pay such special or additional premiums
as the title insurance company may require in order to so insure. In such case
the charges, liens and encumbrances with respect to which the title insurance
company has agreed so to insure shall not be considered objections to title.
ss.13.04. If Purchaser shall default in the performance of its obligation
under this contract to purchase the Premises, the sole remedy of Seller shall be
to retain the Downpayment as liquidated damages for all loss, damages and
expense suffered by Seller, including without limitation the loss of its
bargain.
ss.13.05. Purchaser shall have a vendee's lien against the Premises for the
amount of the Downpayment, but such lien shall not continue after default by
Purchaser under this contract.
Section 14. Broker
ss.14.01. If a broker is specified in Schedule D, Seller and Purchaser
mutually represent and warrant that such broker is the only broker with whom
they have dealt in connection with this contract and that neither Seller nor
Purchaser knows of any other broker who has claimed or may have the right to
claim a commission in connection with this transaction, unless otherwise
indicated in Schedule D. The Commission of such broker shall be paid pursuant to
separate agreement by the party specified in Schedule D. If no broker is
specified in Schedule D, the parties acknowledge that this contract was brought
about by direct negotiation between Seller and Purchaser and that neither Seller
nor Purchaser knows of any broker entitled to a commission in connection with
this transaction. Unless otherwise provided in Schedule D, Seller and Purchaser
shall indemnify and defend each other against any costs, claims or expenses,
including attorneys' fees, arising out of the breach on their respective parts
of any representations, warranties or agreements contained in this paragraph.
The representations and obligations under this paragraph shall survive the
Closing or, if the Closing does not occur, the termination of this contract.
Section 15. Notices
ss.15.01. All notices under this contract shall be in writing and shall be
delivered personally or shall be sent by prepaid registered or certified mail,
addressed as set forth in Schedule D, or as Seller or Purchaser shall otherwise
have given notice as herein provided.
Section 16. Limitations on Survival of Representations, Warranties, Covenants
and Other Obligations
ss.16.01 Except as otherwise provided in this contract, no representations,
warranties, covenants or other obligations of Seller set forth in this contract
shall survive the Closing and no action based thereon shall be commenced after
the Closing. The representations, warranties, covenants and other obligations of
Seller set forth in ss.4.03, ss.6.01 and ss.6.02 shall survive until the
Limitation Date specified in Schedule D (or if none is so specified, the
Limitation Date shall be the date which is six months after the Closing Date),
and no action based thereon shall be commenced after the Limitation Date.
ss.16.02. The delivery of the deed by Seller, and the acceptance thereof by
Purchaser, shall be deemed the full performance and discharge of every
obligation on the part of Seller to be performed hereunder, except those
obligations of Seller which are expressly stated in this contract to survive the
Closing.
Section 17. Miscellaneous Provisions
ss.17.01. If consent of the Existing Mortgagee(s) is required under
ss.2.03(b), Purchaser shall not assign this contract or its rights hereunder
without the prior written consent of Seller. No Permitted assignment of
Purchaser's rights under this contract shall be effective against Seller unless
and until an executed counterpart of the instrument of assignment shall have
been delivered to Seller and Seller shall have been furnished with the name and
address of the assignee. The term "Purchaser" shall be deemed to include the
assignee under any such effective assignment.
ss.17.02. This contract embodies and constitutes the entire understanding
between the parties with respect to the transaction contemplated herein, and all
prior agreements, understandings, representations and statements, oral or
written are merged into this contract. Neither this contract nor any provision
hereof may be waived, modified, amended, discharged or terminated except by an
instrument, signed by the party against whom the enforcement of such waiver,
modification, amendment, discharge or termination is sought, and then only to
the extent set forth in such instrument.
ss.17.03. This Contract shall be governed by, and construed in accordance
with, the law of the state in which the Premises are located.
FIRST RIDER TO CONTRACT OF SALE
Seller: WORLD POLYMERS, INC. f/k/a ACE PLASTICS, INC.
Purchaser: ICY SPLASH FOOD AND BEVERAGE, INC.
Premises: 000 Xxxxxxx Xxxxxx, Xxxxxxxx, X.X. 00000
Dated: May 3,1999
1. Seller agrees that at its sole cost and expense it will remove the plastics
manufacturing equipment presently located at the premises, and that it will also
remove the silo structure at the property. The foregoing shall be performed in a
good and workmanlike manner and shall be completed prior to closing. Seller
shall also restore the premises to a neat and safe condition after removing it's
manufacturing equipment.
2. It is acknowledged by Seller and Purchaser that Purchaser will be seeking
financing for the acquisition of the Premises through the New York City
Industrial Development Agency and that this Agreement is conditioned upon the
receipt of an inducement resolution from said agency, in an amount and on terms
and conditions acceptable to Purchaser. If for any reason whatsoever an
inducement resolution complying with the foregoing requirements is not issued on
or before April 30, 1999 then this contract shall be null and void and no
further force and effect except that the Escrowees shall promptly remit to
Purchaser the $80,000.00 deposit given hereunder together with any and all
interest earned thereon. Seller agrees to cooperate with the Purchaser and the
New York City XXX with respect to the foregoing including executing any
documents which the XXX may reasonably desire.
3. It is specifically agreed that Seller shall be permitted to remain in
exclusive possession of the subject premises for up to 90 days from the day of
closing. During this period of post-closing
possession, Seller shall pay rent at the rate of $5,000.00 per month (pro-rated
for any lesser term). the parties agree that at the closing of title of this
transaction, they shall execute a post-closing possession agreement,(which shall
be prepared by Purchaser's attorney) the terms of which shall be mutually agreed
upon.
4. That the land to be conveyed pursuant to this contract, notwithstanding the
annexation of the legal description for same, is somewhat smaller in area than
that set forth inasmuch as Seller has previously conveyed a small, irregular,
triangular shape section located at the rear (South) of the parcel comprising
approximately 375 total square feet. The precise metes and bounds description
for the parcel to be conveyed hereunder shall be determined prior to closing.
WORLD POLYMERS, INC.
Seller: By: /s/ Xxxx Xxxxxxx
------------------------------
XXXX XXXXXXX, President
ICY SPLASH FOOD AND BEVERAGE, INC.
Purchaser: By: /s/ Xxxxxx Xxxxx
--------------------------
Xxxxxx Xxxxx, President
SUPPLEMENTAL AGREEMENT
Seller: WORLD POLYMERS, INC. f/k/a ACE PLASTICS, INC.
Purchaser: ICY SPLASH FOOD AND BEVERAGE, INC.
Premises: 000 Xxxxxxx Xxxxxx, Xxxxxxxx, X.X. 00000
Dated: May 3, l999
It is hereby agreed that in the event the Purchaser is denied financial
assistance from the New York City Industrial Development Agency (i.e. an
Inducement Resolution is not issued), as more particularly set forth in the
Contract of Sale, First Rider to Contract at paragraph 2, between the parties
hereto and dated simultaneous herewith, then in such event Purchaser agrees to
consummate the subject transaction as set forth in that Contract of Sale.
Specifically, Purchaser shall be obligated to remit an additional $670,000.00
cash on account of the purchase price and shall execute and deliver to Seller at
closing a First Mortgage in the sum of $50,000.00. When added to the Contract
Deposit of $80,000.00, these sums shall be sufficient to complete Purchaser's
obligation to Seller with respect to the payment of the full price of
$800,000.00
Further, the parties agree to close this transaction within 15 days of the
New York City's Industrial Development Agency's issuance of a denial to
Purchaser's request for an Inducement Resolution, or May 17, 1999 whichever
first occurs.
Finally, Purchaser represents that it has sufficient liquid capital to pay
all sums due Seller in connection with this transaction, as well as for all
related and associated costs and expenses.
WORLD POLYMERS, INC. f/k/a ACE PLASTICS, INC.
Seller: By: /s/ Xxxx Xxxxxxx
----------------------------------------
XXXX XXXXXXX, Pres.
ICY SPLASH FOOD AND BEVERAGE, INC.
Purchaser: By: /s/ X. Xxxxx
-------------------------------------
X. XXXXX, Pres.
Schedule A
ALL, that certain plot, piece or parcel of land, with the buildings and
improvements thereon erected, situate, lying and being in the Borough of
Brooklyn, County of Kings, City and State of New York, bounded and described as
follows:
BEGINING at the corner formed by the intersection of the Westerly side of Essex
Street with the Southerly side of Xxxxxxx Avenue;
RUNNING THENCE Westerly along the Southerly side, of Xxxxxxx Avenue, 100 feet;
THENCE Southerly parallel with Xxxxxxx Street, 95 feet;
THENCE Westerly parallel with Xxxxxxx Avenue, 100 feet to the Easterly side of
Xxxxxxx Street;
THENCE Southerly along the Easterly side of Xxxxxxx Street, 155 feet 9 3/4
inches to the center line of the Old Mill Road;
THENCE Easterly along the center line of Old Mill Road, 200 feet 0-1/2 inches to
the Westerly side of Essex Street;
THENCE Northerly along the Westerly side of Essex Street, 254 feet 5-3/4 inches
to the corner, the point or place of BEGINNING.
SAID PREMISES known as and by the street nunber 000-000 Xxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxx of Kings, State of New York. (SECTION 14, BLOCK 4406, LOT 6).
ss.17 04. The captions in this contract are inserted for convenience of
reference only and in no way define, describe or limit the scope or intent of
this contract or any of the provisions hereof.
ss.17.05. This contract shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs or successors and
permitted assigns.
ss.17.06. This contract shall not be binding or effective until properly
executed and delivered by Seller and Purchaser.
ss.17.07. As used in this contract, the masculine shall include the
feminine and neuter, the singular shall include the plural and the plural shall
include the singular, as the context may require.
ss.17.08. If the provisions of any schedule or rider to this contract are
inconsistent with the provisions of this contract, the provisions of such
schedule or rider shall prevail. Set forth in Schedule D is a list of any and
all schedules and riders which are attached hereto but which are not listed in
the Table of Contents.
IN WITNESS WHEREOF, the parties hereto have executed this contract as of the
date first above written.
Seller: WORLD POLYMERS, INC.
By: /s/ Xxxx Xxxxxxx
--------------------------------------
XXXX XXXXXXX, PRES.
Purchaser: ICY SPLASH FOOD AND BEVERAGE, INC.
By: /s/ X. Xxxxx
-----------------------------------
X. XXXXX, President
Receipt by Escrowee
The undersigned Escrowee hereby acknowledges receipt of $80,000.00, by check
subject to collection, to be held in escrow pursuant to ss.2.05
/s/ Xxxxx Zamex
------------------------------
XXXXX ZAMEX, ESQ.
--------------------------------------------------------------------------------
Schedule A
DESCRIPTION OF PREMISES
(to be attached separately and to include tax map designation)
Schedule B
PERMITTED EXCEPTIONS
1. Zoning regulations and ordinances which are not violated by the existing
structures or present use thereof and which do not render title uninsurable.
2. Consents by the Seller or any former owner of the Premises for the
erection of any structure or structures on, under or above any street or streets
on which the Premises may abut.
3. The Existing Mortgage(s) and financing statements, assignments of leases
and other collateral assignments ancillary thereto.
4. Leases and Tenancies specified in the Rent Schedule and any new leases
or tenancies not prohibited by this contract.
5. Unpaid installments of assessments not due and payable on or before the
Closing Date.
6. Financing statements, chattel mortgages and liens on personalty filed
more than 5 years prior to the Closing Date and not renewed, or filed against
property or equipment no longer located on the Premises or owned by Tenants.
7. (a) Rights of utility companies to lay, maintain, install and repair
pipes, lines, poles, conduits, cable boxes and related equipment on, over and
under the Premises, provided that none of such rights imposes any monetary
obligation on the owner of the Premises.
(b) Encroachments of xxxxxx, areas, cellar steps, trim cornices, lintels,
window xxxxx, awnings, canopies, ledges, fences, xxxxxx, coping and retaining
walls projecting from the Premises over any street or highway or over any
adjoining property and encroachments of similar elements projecting from
adjoining property over the Premises.
(c) Revocability or lack of right to maintain vaults, coal chutes,
excavations or sub-surface equipment beyond the line of the Premises.
(d) Any state of facts that an accurate survey would disclose, provided
that such facts do not render title unmarketable. For the purposes of this
contract, none of the facts shown on the survey, if any, identified below shall
be deemed to render title unmarketable, and Purchaser shall accept title subject
thereto:
Schedule C
PURCHASE PRICE
The Purchase Price shall be paid as follows:
(a) By check subject to collection, the receipt of
which is hereby acknowledged by Seller: $ 80,000.00
(b) By check or checks delivered to Seller at the
Closing in accordance with the provisions
of ss.2.02 $670,000.00
(c) By acceptance of title subject to the following
Existing Mortgage(s):
NOT APPLICABLE
(d) By execution and delivery to Seller by Purchaser
or its assignee of a note secured by a Purchase
Money Mortgage on the Premises, payable as follows: $ 50,000.00
without interest due and payable 90 days from the
date of closing
-----------
Purchase Price $800,000.00
===========
Schedule D
MISCELLANEOUS
1. Title insurer designated by the parties (ss.1.02):
2. Last date for consent by Existing Mortgagee(s) (ss.1.03(b)):
NOT APPLICABLE
3. Maximum Interest Rate of any Refinanced Mortgage (ss.2.04(b)):
NOT APPLICABLE
4. Prepayment Date on or after which Purchase Money Mortgage may be prepaid
(ss.2.04(c)):
NOT APPLICABLE
5. Seller's tax identification number (ss.2.05):
6. Purchaser's tax identification number (ss.2.05):
7. Scheduled time and date of Closing (ss.3.01): on or before June 15, 1999 or
such earlier date as may be set by the NYC XXX
8. Place of Closing (ss.3.01): Zamek & Preston, LLP 000 Xxxxx Xxxxxx Xx.,
#000, Xxxxxxxx, X.X. or at Purchaser's Lending Institution's Attorney's
Office in Nasaau/Suffolk County
9. Assessed valuation of Premises (ss.4.09):
10. Fiscal year and annual real estate taxes on Premises (ss.4.09):
11. Tax abatements or exemptions affecting Premises (ss.4.09):
12. Assessments on Premises (ss.4.12):
13. Maximum Amount which Seller must spend to cure violations, etc. (ss.7.02)
$8,000.00
14. Form of deed (ss.1O.O1): Bargain and Sale with Covenants
15. Maximum Expense of Seller to cure title defects, etc. (ss.13.02): $8,000.00
16. Broker, if any (ss.14.01):
Xxxxxxx-Xxxxx Company, Inc.
00-00 00xx Xxxxxx
Xxxx Xxxxxx Xxxx, X.X. 00000
17. Party to pay broker's commission (ss.14.01): Seller
18. Address for notices (ss.l5.01):
If to Seller: Xxxx Xxxxx/Xxxx Xxxxxxx
World Polymers, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxx, X.X. 00000
with a copy to Seller's attorney:
Xxxxx Xxxxx
Zamek & Preston, LLP
000 Xxxxx Xxxxxx Xx., #000
Xxxxxxxx, X.X. 00000
If to Purchaser: Xxxxxx Xxxxx
Icy Splash Food and Beverage, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, X.X. 00000
with a copy to Purchaser's Attorney: Xxxx Xxxxxxx
Xxxxxxx, Xxxxxxx & Xxxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, X.X. 00000
19. Limitation Date for actions based on Seller's surviving representations and
other obligations (ss.16.01):
6 months from closing of title
20. Additional Schedules or Riders (ss.17.08):
First Rider To Contract Of Sale
Schedule E
RENT SCHEDULE
(to be attached separately)
NOT APPLICABLE
Schedule F
PURCHASE MONEY NOTE AND MORTGAGE
(to be attached separately)
