AGREEMENT OF PURCHASE AND SALE
Between
UNITED TRUST FUND LIMITED PARTNERSHIP,
as Purchaser,
and
SUMMIT BANK
as Seller
Dated November 5, 1999
TABLE OF CONTENTS
Page
Section 1. Agreement To Purchase................................................................................1
Section 2. Purchase Price.......................................................................................1
Section 3. Survey; Title; Environmental Audit...................................................................2
Section 4. Inspection; Due Diligence............................................................................3
Section 5. Closing..............................................................................................4
Section 6. Conditions to Closing................................................................................4
Section 7. Prorations...........................................................................................6
Section 8. Risk of Casualty Loss................................................................................6
Section 9. Representations of Seller............................................................................6
Section 10. Representations of Purchaser........................................................................7
Section 11. Notices.............................................................................................8
Section 12. Assignment..........................................................................................9
Section 13. Xxxxxxx Money; Remedies.............................................................................9
Section 14. Brokerage Commission................................................................................9
Section 15. Transaction Costs...................................................................................9
Section 16. Miscellaneous......................................................................................10
EXHIBIT A--Legal Descriptions
EXHIBIT B--Purchase Price Allocations and Rents
EXHIBIT C--Lease
SCHEDULE I--Severable Property
SCHEDULE II--Requirements for Environmental Investigation Report
SCHEDULE III--Engineering Report Guidelines
SCHEDULE IV--Appraisal Requirements
AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made and
entered into as of the 5th day of November, 1999 by and between UNITED TRUST
FUND LIMITED PARTNERSHIP, a Delaware limited partnership ("Purchaser"), and
Summit Bank, a New Jersey banking corporation ("Seller").
W I T N E S S E T H :
For and in consideration of the mutual covenants and promises
hereinafter set forth, the parties hereto do hereby mutually covenant and agree
as follows:
Section 1. Agreement To Purchase. The Purchaser agrees to purchase and
the Seller agrees to sell, for the purchase price and subject to and upon each
and every one of the terms and conditions hereinafter set forth, three parcels
of property described below (each, a "Parcel") the following-described property
(all of which are collectively referred to as the "Premises"):
(a) the land located at 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxx
Xxxxxx, more particularly described on Exhibit A-1 (the "250 Xxxxx
Parcel"), the land located at 000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx
more particularly described on Exhibit A-2 (the ("214 Main Parcel") and
the land located at 000 Xxxx Xxxxxx and 000 Xxxxx Xxxxxx (the ("210
Parcel") (collectively, the "Land");
(b) all of the buildings, structures, fixtures, facilities,
installations and other improvements of every kind and description now
in, on, over and under the Land, and all plumbing, gas, electrical,
ventilating, lighting and other utility systems, ducts, hot water
heaters, oil burners, domestic water systems, elevators, escalators,
canopies, air conditioning systems and all other building systems and
fixtures attached to or comprising a part of the building, but
excluding Severable Property as set forth on Schedule I hereto (the
"Improvements"); and
(c) all of the Seller's right, title and interest, if any, in
and to all easements, rights-of-way, appurtenances and other rights and
benefits thereunto belonging, and to all public or xxxxxxx xxxxxxx,
xxxxx, xxxxxxx, alleys or passways, open or proposed, on or abutting
the Land, and to any award made to or to be made in lieu thereof, and
in and to any award for damage to the land or any part thereof by
reason of a change of grade in any street, alley, road or avenue, as
aforesaid (all of the foregoing being included within the term "Land").
Each Parcel is to be purchased by Purchaser in its "as is" condition, subject to
the representations and warranties set forth in this Agreement.
Section 2. Purchase Price. The purchase price to be paid to Seller for
the Premises shall be $19,600,000 plus the Capitalized Costs (as defined in
Section 15 hereof) (the "Purchase Price") and shall be allocated to each Parcel
as set forth on Exhibit B and as may be reallocated based upon the Appraisals
described in Section 3 hereof. At Closing (as defined in Section 5 hereof) each
Parcel shall
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be leased to Seller pursuant to a Lease Agreement (as defined in Section 6
(a)(ii) hereof) and the annual rent thereunder shall be as set forth on Exhibit
B and shall be proportionately increased to reflect the payment of the
Capitalized Costs as part of the Purchase Price and shall be allocated among the
Parcels based upon the allocation of the Purchase Price as described above. The
Purchase Price shall be paid by Purchaser by bank wire of same day funds as
follows:
(a) Fifty Thousand Dollars ($50,000) (the "Xxxxxxx Money")
shall be paid within two business after the execution of this Agreement
to the Title Company (as defined herein) and which will be placed in an
interest-bearing account in an insured money market fund account for
the benefit of Purchaser, to be dealt with as provided in Subsection
13(a) of this Agreement; and
(b) At Closing the balance of the Purchase Price shall be
deposited with the Title Company and shall be paid to Seller.
Section 3. Survey; Title; Environmental Audit. With reasonable
promptness, with respect to each Parcel, Purchaser, with the cooperation of
Seller, shall request from third party providers the following items which
comply with the requirements set forth herein:
(a) a certified ALTA/ACSM Class A "as built" survey (the
"Survey") of each Parcel, together with six (6) copies thereof, in form
and substance reasonably satisfactory to Purchaser, showing such Parcel
separately by metes and bounds and showing, without limitation, the
location of all existing buildings and dimensions thereof and all
set-back lines, all improvements and parking areas (including the
number of parking spaces therein) and the location thereof and the
extent of any and all existing utility and other easements on such
Parcel which are shown on the title commitment or are visible from the
surface;
(b) an owner's title insurance commitment (the "Commitment")
with respect to each Parcel issued by Chicago Title Insurance
Corporation (the "Title Company"), National Business Unit, 0000-00xx
Xxxxxx XX, Xxxxx 000, Xxxxxxxxxx, X.X. 00000, Attention: Xxxxxx X.
Xxxxxxxxx, for an ALTA Form B policy or its equivalent with extended
coverage and such endorsements (including, but not limited to a zoning
endorsement) as requested by Purchaser bearing a date subsequent to the
date of this Agreement;
(c) a current complete Phase I environmental investigation
report of each Parcel (the "Environmental Audit") conducted by an
environmental inspection company acceptable to Purchaser and detailing
and analyzing those aspects of such Parcel as set forth in the
guidelines attached as Schedule II;
(d) a current engineering report on each Parcel (the
"Engineering Report") prepared in accordance with the guidelines
attached hereto as Schedule III in form and substance reasonably
satisfactory to Purchaser, prepared by an engineering company
acceptable to Purchaser;
(e) a current appraisal in form and substance satisfactory to
Purchaser (the "Appraisal"), prepared by an appraiser reasonably
acceptable to Purchaser in accordance with
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the guidelines attached hereto as Schedule IV; and
(f) copies of any existing leases between Seller and tenants
of any Parcel (the "Subleases").
The materials referred to in Subsections 3(a), 3(b), 3(c), 3(d) and
3(e) are hereinafter referred to as the "Due Diligence Materials." The date upon
which the last of the Due Diligence Materials are delivered to Purchaser is
referred to herein as the "Delivery Date."
If the Delivery Date is on or before November 15, 1999, Purchaser shall
have until December 10, 1999 (the "Due Diligence Period") within which to object
in writing to the substantive matters reflected in the Due Diligence Materials.
Seller shall within 30 days thereafter (i) use all diligence and good faith to
forthwith remove or cure any such substantive matters to which Purchaser has
objected or (ii) enter into an agreement in form and substance acceptable to
Purchaser to remove or cure such matters prior to Closing and proceed to
Closing. With respect to any Parcel, Seller shall not be obligated to expend in
excess of $50,000 to remove or cure such matters, except for monetary liens such
as mortgages, mechanics' liens, judgements and other similar encumbrances. If
Seller shall fail to remove or cure, or agree to remove or cure, such
substantive matters to which Purchaser has objected within such 30-day period or
if in the judgment of Seller such matters cannot be cured then Purchaser may
terminate this Agreement with respect to any or all Parcels or close on such
Parcel without any reduction in the Purchase Price for such Parcel. In the event
of such termination with respect to all Parcels the Xxxxxxx Money shall be
returned to Purchaser and neither party shall have any further obligation under
this Agreement except as specifically set forth herein.
Prior to the Delivery Date, Seller shall have delivered with respect to
each Parcel, a certificate of occupancy, if the local zoning ordinance requires
issuance of a new certificate of occupancy as a condition of transfer.
Section 4. Inspection; Due Diligence. During the term of this
Agreement, Purchaser or its agents shall be permitted access to the Premises
during normal business hours upon reasonable notice so long as Purchaser shall
not interfere with the operations of Seller and shall comply with the security
requirements of Seller. Purchaser shall have until the expiration of the Due
Diligence Period to perform whatever investigations, tests and inspections
Purchaser deems reasonably appropriate. Seller shall cooperate with Purchaser's
due diligence review and shall make available to Purchaser, upon reasonable
notice and during business hours, all books and records concerning the operation
and maintenance of the Premises. Seller shall also make available to Purchaser
(i) all public information concerning Seller's general business affairs and (ii)
financial information for Seller's parent holding company Summit Bancorp which
would comply with Securities and Exchange Commission requirements for reporting
by a public company for the most recent annual and quarterly fiscal periods and
the most recent "call report" filed by Seller with the Federal Reserve Bank of
New York. Prior to the expiration of the Due Diligence Period, Purchaser shall
have the right to terminate this Agreement with respect to any or all of the
Parcels if Purchaser's due diligence reveals any matters which would make any
Parcel or the transaction contemplated by this Agreement unacceptable to
Purchaser in Purchaser's sole discretion. Purchaser agrees to indemnify against
and hold Seller harmless from any claim for liabilities, costs, expenses
(including reasonable attorneys' fees actually incurred), damages or injuries
arising out of or resulting from the inspection of the
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Premises by Purchaser or its agents, and notwithstanding anything to the
contrary in this Agreement, such obligation to indemnify and hold harmless
Seller shall survive Closing or any termination of this Agreement.
Section 5. Closing. Subject to the provisions of Section 6 of this
Agreement the closing of the purchase and sale transaction contemplated by this
Agreement (the "Closing") shall occur not later than 15 days after the
expiration of the Due Diligence Period (the "Closing Date"). The Closing shall
occur on the Closing Date at 10:00 a.m. in the offices of the Title Company
unless another place of Closing is mutually agreed to by Seller and Purchaser.
At the Closing, and as a condition of Purchaser's obligation to close,
Seller is to convey title to each Parcel to Purchaser by a bargain and sale deed
with covenant against grantor's acts sufficient to permit the issuance of the
owner's policy of title insurance referred to in subsection 6(a)(iii) of this
Agreement, free and clear of any and all liens, encumbrances, covenants,
conditions and restrictions, except for such exceptions as are set forth on
Schedule B, Section 2 of each Commitment and are not objected to by Purchaser
(the "Permitted Exceptions"). Any monetary judgements of record against Seller
may be insured over by the Title Company and removed as exceptions to the title
policies for any Parcel. To the extent any title defect with respect to any
Parcel arises after the date of the Commitment and prior to the Closing, except
with respect to defects arising out of Purchaser's action on such Parcel, Seller
shall be obligated to cure such defect to the same extent as if it appeared
during the Due Diligence Period and if it is not cured or waived by Purchaser,
Purchaser may terminate this Agreement without further liability of one to the
other.
Section 6. Conditions to Closing. (a) Purchaser shall not be obligated
to close the purchase and sale transaction contemplated by this Agreement until
all of the following conditions have been waived by Purchaser or satisfied:
(i) Purchaser shall have received all items referred to in
Section 3 of this Agreement;
(ii) With respect to each Parcel acquired by Purchaser, Seller
shall have executed and delivered to Purchaser (A) a total of five
original counterparts executed by Seller, as lessee, of a lease
agreement with Purchaser, as lessor, with respect to such Parcel in
form attached as Exhibit C to this Agreement with modifications as may
be required by applicable state law and to conform to the particular
facts of such Parcel; provided, however, the rent during the Primary
Term and Extended Terms, if any, shall be as indicated on the Rent
Schedule attached as Exhibit B to this Agreement as allocated pursuant
to this Agreement, together with (B) a memorandum thereof in recordable
form (a "Lease Agreement"). To the extent that Purchaser finances a
portion of the Purchaser Price and places a mortgage on any Parcel,
such mortgage will either be subordinate to the Lease Agreement or the
holder of such mortgage shall have entered into a subordination and
nondisturbance agreement reasonably acceptable to Seller;
(iii) The Title Company shall have issued to Purchaser an ALTA
1992 Form B owner's fee policy of title insurance or its equivalent for
each Parcel, insuring title to such Parcel to be in the name of
Purchaser as set forth herein, and a simultaneously issued ALTA
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lender's policy of title insurance to Purchaser's financial
institution, if one is used, in an amount equal to the Purchase Price
with respect to the owner's policy and in an amount not in excess of
the Purchase Price with respect to the lender's policy and containing
only Permitted Exceptions and otherwise consistent with the title
insurance commitment referred to in Subsection 3(b) of this Agreement
or, in the alternative, an irrevocable commitment for the issuance
thereof showing that all requirements have been satisfied.
(iv) Seller shall have delivered to Purchaser certificates in
form and substance satisfactory to Purchaser evidencing the insurance
coverage and policies to be carried by Seller, as lessee, under the
terms of each Lease Agreement naming Purchaser or Purchaser's nominee
or assigns (if any) as additional insured to the extent required by the
Lease Agreement;
(v) Seller shall have delivered to Purchaser a certified copy
of the resolutions of the Board of Directors of Seller authorizing the
sale of the Premises and authorizing the execution, delivery and
performance of each Lease Agreement;
(vi) Seller shall have caused to be delivered to Purchaser and
Purchaser's financial institution with respect to this transaction, if
any, an opinion by Seller's counsel, to the effect that each Lease
Agreement constitutes the legal, valid and binding obligation of
Seller, as lessee thereunder enforceable against Seller, as lessee, in
accordance with its terms, subject to qualifications for bankruptcy or
insolvency and principles of equity, and to such other effects as
Purchaser may reasonably require;
(vii) There shall have been no material adverse change in the
financial condition of Seller from the date hereof;
(viii) Seller shall have delivered to Purchaser a "nonforeign"
certificate pursuant to Treas. Reg. ss. 1.14452T(b)(2), in form and
substance satisfactory to Purchaser, or such other evidence that Seller
is not a "foreign person" within the meaning of Internal Revenue Code
Section 1445 as Purchaser may reasonably require;
(ix) With respect to each Parcel, Seller shall have obtained,
at its sole cost and expense, a Letter of Non-Applicability" or a "No
Further Action Letter" pursuant to the terms of the Industrial Site
Recovery Act (N.J.S.A. 13:1K-6 et seq.);
(x) All representations, warranties and covenants of Seller
set forth herein shall have been true and correct in all material
respects when made and Seller shall deliver to Purchaser at Closing a
certificate stating that all such representations, warranties and
covenants remain true and correct in all material respects at and as of
the Closing; and
(xi) Seller shall have delivered to Purchaser such further
documents as reasonably may be required in order to fully and legally
close this transaction.
(b) Seller shall not be obligated to close until all of the following
conditions have been waived by Seller or satisfied:
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(i) Purchaser, as lessor, shall have caused to be executed and
delivered to Seller a total of five original counterparts of each Lease
Agreement;
(ii) Purchaser shall have delivered to Seller a certified copy
of the resolutions of the Board of Directors of the general partner of
Purchaser authorizing the purchase of the Premises and the execution,
delivery and performance of each Lease Agreement;
(iii) All representations, warranties and covenants of
Purchaser set forth herein shall have been true and correct in all
material respects when made and Purchaser shall deliver to Seller at
Closing a certificate stating all such representations, warranties and
covenants remain true and correct in all material respects at and as of
the Closing; and
(iv) Purchaser shall have delivered to Seller such further
documents as may reasonably be required in order to fully and legally
close this transaction.
Section 7. Prorations. In view of the continuing relationship between
lessee and lessor under each Lease Agreement, and the obligations of lessee,
under the terms and conditions of each Lease Agreement, there shall be no
proration of insurance, taxes, special assessments, utilities or any other
costs; it being the intention of Purchaser and Seller that all such costs shall
be the obligation of Seller prior to Closing and the obligation of Seller, as
lessee from and after Closing.
Section 8. Risk of Casualty Loss. From the date hereof until Closing,
Seller shall continue to maintain each Parcel and all other improvements in good
condition and repair, and promptly notify Purchaser of the occurrence of any
event known to it which materially affects the value or utility of any Parcel.
Notwithstanding anything herein to the contrary, from and after the date hereof
to the Closing, Seller is considered the owner of each Parcel for all purposes
and shall be entitled to receive all insurance proceeds and/or condemnation
awards that may become payable with respect thereto. Any and all risks
associated with ownership of any Parcel shall be borne by Seller from the date
hereof until Closing. If any Parcel is substantially damaged or condemned as to
a material part prior to the Closing Date and is not substantially repaired or
restored on or before the Closing Date, Purchaser may, with respect to such
Parcel, at its election, (i) terminate and cancel this Agreement in which event
Seller and Purchaser shall be relieved and discharged of any further liability
or obligation under this Agreement with respect to such Parcel, except as
otherwise expressly set forth herein, or (ii) proceed to Closing on such Parcel
in which event the occurrence shall be dealt with under the terms of the
applicable Lease Agreement as if it had occurred after the commencement date of
each Lease Agreement.
Section 9. Representations of Seller. Seller represents and warrants to
and covenants with Purchaser as follows:
(a) Organization and Standing, Etc. Seller is a banking
corporation duly organized, validly existing and in good standing under
the laws of New Jersey and has all requisite corporate power and
authority to own and operate the Premises, to enter into this Agreement
and each Lease Agreement and to carry out the transactions contemplated
hereby and thereby;
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(b) Litigation. There are no actions or proceedings pending
with respect to the Premises and no actions or proceedings pending
against Seller, which in any way materially adversely affects the
Premises, Seller or Seller's ability to perform under any Lease
Agreement or this Agreement;
(c) Condemnation and Compliance With Laws. Seller has received
no notice from any governmental authority of any proposed condemnation
of any portion of the Premises. Seller has not received any notice that
the Premises or the use thereof is not presently and at the Closing
Date will not be in material violation of or in material noncompliance
with applicable codes, ordinances, regulations or laws (including, but
not limited to, those relating to environmental matters); and
(d) Satisfy Conditions. Seller agrees to use its reasonable
efforts to satisfy all conditions set forth in Subsection 6(a) of this
Agreement on or prior to the Closing Date.
All such representations and warranties shall be true and correct as of the
Closing Date and shall not survive the Closing Date
Section 10. Representations of Purchaser. Purchaser represents and
warrants to and covenants with Seller as follows:
(a) Organization and Standing, Etc. Purchaser is a limited
partnership duly formed, validly existing and in good standing under
the laws of the State of Delaware and has all requisite power and
authority to acquire the Premises, to enter into this Agreement and
each Lease Agreement and to carry out the transactions contemplated
hereby and thereby.
(b) Litigation. There are no actions, proceedings or
investigations pending involving Purchaser which question the validity
of this Agreement or adversely affect Purchaser's ability to consummate
the transactions contemplated by this Agreement or each Lease
Agreement;
(c) Compliance With Other Instruments. The execution, delivery
and performance by Purchaser of this Agreement will not violate, or
constitute a default under, any provision of Purchaser's partnership
agreement or of any agreement or other instruments to which Purchaser
is a party or by which Purchaser or any of its property is bound; and
(d) Satisfy Conditions. Purchaser agrees to use its reasonable
efforts to satisfy all conditions set forth in Subsection 6(b) of this
Agreement on or prior to the Closing Date.
All such representations and warranties shall be true and correct as of the
Closing Date and shall not survive the Closing Date
Section 11. Notices. All notices given or delivered under this
Agreement shall be in writing and shall be validly given when hand-delivered or
sent by a courier or express service guaranteeing overnight delivery or by
telecopy, with original being sent promptly as otherwise provided above,
addressed as follows:
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If intended for Purchaser:
c/o United Trust Fund, Inc.
Xxxxx 0000
000 Xxxxxxxx Xxxxxx
Xxxxx, XX 00000
Attention: Xxxxxx Xxxx, President
Telecopy: (000) 000-0000
With a copy to:
Xxxxx Xxxx
The Omaha Building
0000 Xxxxxx Xxxxxx
Xxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.
Telecopy: (000) 000-0000
If intended for Seller:
Summit Bank
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Attention: Director of Real Estate
Telecopy: (000) 000-0000
With a copy to:
Summit Bank
000 Xxxxxxxx Xxxxxx-Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000-0000
Attention: General Counsel
Telecopy: (000) 000-0000
And a copy to:
Drinker Xxxxxx & Xxxxxxx LLP
000 Xxxxxx Xxxxx
Xxxxxxx Xxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxx, Xx., Esq.
Telecopy: (000) 000-0000
or such other person or address which Seller or Purchaser shall have given upon
notice as herein provided. Notices given by any means described herein shall be
deemed delivered on the day after such notices are sent.
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Section 12. Assignment. Except as otherwise set forth in the
immediately succeeding sentence, the rights and obligations of Purchaser arising
under this Agreement may not be assigned without the prior written consent of
Seller, which consent will not be unreasonably withheld or delayed. The rights
and obligations of Purchaser under this Agreement may be assigned to one or more
entities owned or controlled by Purchaser or General Electric Capital Business
Asset Funding Corporation formed for the sole purpose of entering into the
transaction contemplated by this Agreement, without the prior written consent of
Seller. In any assignment which may be made by Purchaser of its rights and
obligations under this Agreement, Purchaser shall remain primarily liable under
this Agreement. Seller may not assign its rights under this Agreement.
Section 13. Xxxxxxx Money; Remedies. (a) The Xxxxxxx Money shall be
dealt with as provided in this Subsection 13(a).
(i) Subject to the provisions of Subsection 13(a)(ii) of this
Agreement, if the Closing of the purchase and sale transaction
contemplated by this Agreement shall fail to occur pursuant to the
terms hereof for any reason, Title Company shall immediately return the
Xxxxxxx Money, together with accrued interest thereon, to Purchaser;
(ii) If Purchaser shall be obligated by the provisions of this
Agreement to Close the purchase and sale transaction contemplated by
this Agreement and shall fail to Close, Seller's sole remedy against
Purchaser shall be to receive the Xxxxxxx Money from Title Company,
together with accrued interest thereon, as liquidated damages.
Purchaser and Seller acknowledge that actual damages suffered by Seller
in such event will be difficult or impossible to measure and that the
amount of the Xxxxxxx Money, together with interest thereon, represents
a good-faith estimate thereof; and
(iii) At Closing, the Xxxxxxx Money, together with accrued
interest thereon, shall be paid to Seller as part of the Purchase
Price.
(b) If Seller shall be obligated by the provisions of this Agreement to
Close the purchase and sale transaction contemplated by this Agreement and shall
fail to Close, in addition to a return of the Xxxxxxx Money, together with
accrued interest thereon, Purchaser shall have the remedy of specific
performance as its sole and exclusive remedy hereunder.
Section 14. Brokerage Commission. Each of the parties represents and
warrants to the other that neither party dealt with, negotiated through or
communicated with any broker in connection with this transaction. Each party
shall indemnify, defend and hold harmless the other party from and against any
and all claims, loss, costs and expenses, including reasonable counsel fees,
resulting from any claims that may be made against such party by any broker
claiming a commission by, through or under the other party.
Section 15. Transaction Costs. The costs of this transaction shall be
paid at or prior to Closing by Seller whether or not the transaction closes and
shall include the Appraisal, the Engineering Report, the Environmental Audit,
the Survey, all title insurance and title updates, property transfer taxes and
all other similar costs and reasonable fees and expenses of Purchaser's counsel
and may be included in the Purchase Price as Capitalized Costs. The transaction
costs
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described in this Section 15, if paid by Purchaser on behalf of Seller and
included in the Purchase Price shall be referred to as "Capitalized Costs".
Seller shall not be obligated to pay the fees and expenses of Purchaser's
counsel in the event Closing does not occur as a result of Purchaser's default.
Section 16. Miscellaneous. (a) The provisions of this Agreement shall
not be amended, waived or modified except by an instrument, in writing, signed
by the parties hereto to be charged.
(b) In construing this Agreement, the singular shall include the
plural, the plural shall include the singular and the use of any gender shall
include every other and all genders.
(c) All sections and descriptive headings of this Agreement are
inserted for convenience only and shall not affect the construction or
interpretation hereof.
(d) This Agreement may be executed in any number of counterparts, each
of which, when executed and delivered, shall be an original, but all
counterparts shall together constitute one and the same instrument.
(e) This Agreement and the exhibits hereto constitute the entire
understanding between the parties with respect to the Premises.
(f) The waiver of any party of any breach or default by any other party
under any of the terms of this Agreement shall not be deemed to be, nor shall
the same constitute, a waiver of any subsequent breach or default on the part of
any other party.
(g) This Agreement shall be used as instructions to the Title Company,
as escrow agent, if one is appointed, which may attach hereto its standard
conditions of acceptance of escrow; provided, however, that in the event of any
inconsistency between such standard conditions of acceptance and the terms of
this Agreement, the terms of this Agreement shall prevail. If requested by the
Title Company, Purchaser and Seller shall enter into an escrow agreement on the
Title Company's standard form so long as the provisions of such form are not
inconsistent with this Agreement.
(h) This Agreement shall be construed and enforced pursuant to the laws
of the State of New Jersey.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first set forth above.
UNITED TRUST FUND LIMITED
PARTNERSHIP
By United Trust Fund, Inc., its General
Partner
By /s/ Xxxx X. Xxxxxxxx
Printed Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
SUMMIT BANK
By /s/ Xxxxxx X. Xxxxx
Printed Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
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