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EXHIBIT 10G
BUILDING
PURCHASE AND SALE AGREEMENT
Dated as of June 30, 1995
Xxxxxx X. Xxxxxxxxx and Xxxxx X. Xxxxxx, as they are Trustees of Natick
Executive Park Trust No. 2 under Declaration of Trust dated October 17, 1981 and
recorded with Middlesex South District Deeds in Book 14474, at Page 129 with an
address of c/o The Xxxxxxxxx Company, Xxx Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx
00000 (the "Seller") agrees to SELL and Vision Drive, Inc., a Delaware
corporation, having an address c/o Cognex Corporation, Xxx Xxxxxx Xxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 (the "Buyer") agrees to BUY, upon the terms hereinafter set
forth, the improved premises located in Natick, Middlesex County, Massachusetts,
all as more particularly described in Exhibit A attached hereto, together with
the buildings and improvements located thereon, including without limitation:
the building (the "Building"), together with all rights, privileges and
easements appurtenant to the premises, including, without limitation, all
minerals, oil or gas on or under such premises, development rights, air rights,
water rights and any easements, rights of way or other interests in, on, or
under any land, highway, alley, street or right of way abutting or adjoining
such premises, and the fixtures and articles of personal property that are
attached, appurtenant to, or used in connection with the said premises,
including without limitation any and all windows, doors, furnaces, heaters,
heating equipment, and fixtures appurtenant thereto, hot water heaters,
partitions, plumbing and bathroom fixtures, electric and other lighting
fixtures, security and alarm system, fences, gates, generators, ventilators and
any intangible property now or hereafter owned by Seller and used in the
ownership or operation of the premises including, without limitation, any
permits, licenses, approvals, guaranties, warranties, contracts, lease
agreements, utility contracts or other rights relating to the ownership, use or
operation of the premises to the extent applicable to the premises. (The
aforesaid premises and real property to be sold by Seller, including the
Building, are herein collectively called, together with all appurtenant
easements and real property rights, the "Premises").
1. Title. The Premises are to be conveyed by good and sufficient
quitclaim deed (the "Deed") running to Buyer or to the nominee designated by the
Buyer by written notice to the Seller as herein provided. The Deed shall convey
a good and clear record and marketable title to the Premises, insurable at
standard rates and free from encumbrances and encroachments from or on the
Premises, except:
(i) existing building, zoning, health, environmental and similar land
use laws, rules and regulations; and
(ii) easements, restrictions, covenants, encumbrances and other matters
of record more particularly described in Exhibit B; and
(iii) unpaid sewer and water bills and real estate taxes, penalties,
interest, demand
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and other charges as of the date of closing; and
(iv) the first mortgage held by Teachers' Insurance and Annuity
Association of America dated August 11, 1982 and recorded with said Deeds in
Book 14694, Page 436 (the "Mortgage"), with an unpaid principal balance as of
the date hereof of approximately $7,566,826.00.
The items set forth in (i), (ii), (iii) and (iv) shall be collectively,
the "Permitted Encumbrances."
2. Purchase Price. Buyer shall pay Seller the sum of FIFTY THOUSAND
DOLLARS ($50,000.00)(the "Purchase Price") for Seller's interest in the
Premises. The Purchase Price shall be paid by certified or bank check or wire
transfer at the time of delivery of the Deed.
3. Time of Closing; Delivery of Deed. The Deed is to be delivered at
10:00 a.m., on the date designated by Buyer by not less than two (2) business
days notice to Seller, which date shall not be earlier than June 10, 1995 or
later than August 10, 1995. Such time, as the same may be extended pursuant to
Paragraph 5 hereof, hereinafter is referred to as the "Time of Closing." It is
agreed that time is of the essence of this Agreement.
4. Condition of the Premises. Full possession of the Premises, (i) free
of all tenants and occupants except for tenants under the leases referred to in
Exhibit C attached hereto (collectively, the "Leases"); (ii) including such
personal property as Seller may leave on the Premises; (iii) in broom-clean
condition and (iv) as represented and warranted by Seller in Paragraph 16 hereby
is to be delivered at the Time of Closing, the Premises to be then in the same
condition they are in now, reasonable wear and tear and casualty excepted.
Notwithstanding Buyer's right to inspect the Premises as set forth in Paragraph
18 hereof, Buyer and its agents shall be entitled to an inspection of the
Premises prior to the Time of Closing in order to determine whether the
condition thereof complies with the terms of this Paragraph 4.
5. Extension to Perfect Title or Make Premises Conform. If, at the Time
of Closing, Seller shall be unable to give title or to make conveyance, or to
deliver possession of the Premises all as herein stipulated, then Seller shall
use reasonable efforts to remove all encumbrances, if any, which secure the
payment of money including, but not limited to, attachments, liens, and
mortgages (other than the Mortgage), and shall use best efforts to remove all
other defects in title and to deliver possession as provided herein, and the
Time of
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Closing shall be extended for one period of thirty (30) days or such shorter
time as needed for Seller to so perform. In the exercise of the removal of such
other defects pursuant to this Paragraph, Seller shall not be required to expend
more than an aggregate total of THREE THOUSAND DOLLARS ($3,000).
If, at the expiration of the extended time, Seller shall have failed so
to remove any encumbrances or defects in title or deliver possession of the
Premises as the case may be, all as herein agreed, then any payments made under
this Agreement shall be refunded forthwith and all other obligations of the
parties hereto other than those arising under Paragraph 18 shall cease and this
Agreement shall be void and without recourse to the parties hereto; provided
that Buyer shall have the election, at either the original or extended Time of
Closing, to accept such title as the Seller can deliver to the Premises in their
then condition and to pay therefor the Purchase Price without deduction, in
which case the Seller shall convey such title. If the Premises shall have been
damaged by fire or casualty, then the Buyer shall have the right either (a) to
terminate this Agreement by written notice to the Seller and Seller shall
promptly return any deposit to the Buyer and this Agreement shall be rendered
null and void; or (b) to receive from Seller, on delivery of the Deed, all
amounts recovered or recoverable on account of such insurance less any amounts
reasonably expended by Seller for partial restoration, subject to the rights of
the holder of the Mortgage.
6. Acceptance of the Deed. The acceptance of the Deed shall be deemed
to be a full performance and discharge of every agreement and obligation herein
contained or expressed, except as otherwise expressly set forth herein.
7. Use of Purchase Money to Clear Title. To enable Seller to make the
conveyance as herein provided, Seller may at the Time of Closing use the
purchase money or any portion thereof, subject to the limitation in Paragraph 5
hereof, to clear the title of any or all encumbrances or interests other than
the Permitted Encumbrances, provided that all instruments so procured are
recorded simultaneously with the delivery of the Deed, or reasonably soon
thereafter.
8. Insurance.
Until the Closing, the Seller shall maintain insurance on the Premises as
follows:
Type of Insurance ) Amount of Coverage
)
(a) Fire ) $7.5 Million
)
(b) Extended Coverage ) As presently insured
)
(c) Liability ) $1 Million (per occurrence)
) $2 Million (aggregate)
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9. Adjustments. Rents shall be credited to Buyer for the period after
the Closing Date, subject to prior rights of the holder of the Mortgage, and the
amount of such credit shall be shall be apportioned as of the Time of Closing.
10. Broker. Buyer and Seller hereby mutually represent and warrant that
they have dealt with no broker or agent in connection with this transaction or
the Premises, and each party covenants and agrees to defend, indemnify and hold
harmless the other party from and against any and all damages, claims, losses
and liabilities, including attorney's reasonable fees, incurred by the other,
arising out of or resulting from the failure of this representation and
warranty. This representation and warranty shall survive the Time of Closing, or
if the closing does not occur, the termination of this Agreement.
11. Deposits and Liquidated Damages. All deposits made hereunder shall
be held by Xxxxxxxx, Xxxxx and Xxxxxx ("Escrow Agent"), in escrow and shall be
duly accounted for at the Time of Closing. All deposits shall be placed in a
non-interest bearing account.
Buyer and Seller each respectively indemnify and hold harmless Escrow
Agent from all liability, cost or damage, including attorneys' reasonable fees,
Escrow Agent sustains as a result of service as escrow agent hereunder, and
agrees that Escrow Agent shall only be liable to Buyer or Seller in the event of
gross negligence or willful misconduct.
If Buyer shall fail to fulfill Buyer's obligations hereunder, all
deposits made hereunder by Buyer shall be retained by Seller as its full and
liquidated damages in lieu of all the rights and remedies which Seller may have
against Buyer in law or in equity for such failure, other than for Buyer's
obligations under Paragraphs 10 and 18 of this Agreement, the amount of such
deposits being agreed to by the parties hereto as a reasonable forecast of the
damages that would be sustained by Seller in such an event. Nothing herein shall
prevent Escrow Agent from fully representing Seller in connection with the
transaction described herein.
12. Notice. All notices required or permitted to be given hereunder
shall be in writing and delivered by hand or mailed postage prepaid, by
registered or certified mail, or sent by Federal Express, addressed in the case
of Buyer to the address set forth above with a simultaneous copy to Xxxxxxx X.
Xxxxxx, P.C., Xxxxxxx, Procter & Xxxx, Exchange Place, Boston, Massachusetts
02109 and in the case of Seller, to the address set forth above with a
simultaneous copy to Xxxx X. Xxxxxxxx, Esq., Xxxxxxxx, Xxxxx and Xxxxxx, Xxx
Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or in the case of either party or
their counsel to such other address as shall be designated by written notice
given to the other party. Notices shall be effective on the earlier of (a) the
date when delivered, (b) two business days after the date when so mailed or sent
or (c) the date received in case of Federal Express.
13. OMITTED.
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14. Delivery of Documents. At the Time of Closing, Seller shall deliver
the following documents, satisfactory in form and substance to Buyer and Buyer's
counsel, properly executed and acknowledged as required:
(i) The Deed; and
(ii) An assignment and assumption of leases in the form attached
hereto as Exhibit D (the "Assignment"); and
(iii) A counterpart of a Designation of Person Responsible for Tax
Reporting under Code Paragraph 6045 (the "6045 Designation") in the form
attached and marked Exhibit 6045; and
(iv) The affidavit required under Code Paragraph 1445(b)(2)
described in Paragraph 16(ii) below; and
(v) A certificate from Seller that all warranties and
representations set forth in Paragraph 16 are true and correct in all material
respects as of the Time of Closing; and
(vi) A persons in possession and mechanics lien indemnity addressed
to Buyer's title insurer on such terms and conditions as such title insurer may
reasonably require in order to delete the standard title insurance exceptions
for parties in possession and mechanics liens exceptions; and
(vii) The originals of all Leases; and
(viii) Any plans and/or specifications relating to the Building or
the Premises in Seller's possession, without representation or warranty as to
the accuracy or completeness thereof.
(b) The Buyer shall deliver:
(i) The balance of the Purchase Price, adjusted as herein provided;
and
(ii) Counterpart copies of the Assignment; and
(iii) Executed counterpart copies of the 6045 Designation.
15. Offer to Purchase. Any memoranda or prior offer, letter or
agreements executed by the parties hereto in connection with the purchase and
sale of the Premises as contemplated hereunder are hereby superseded and shall
have no further force and effect.
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16. Representations and Warranties of Seller.
(a) Seller hereby represents and warrants to Buyer as of the date of
this Agreement and as of the Time of Closing as follows:
(i) Any contract or agreement, including, without limitation,
equipment leases or service or maintenance contracts or similar
agreements, or brokerage, leasing or similar agreements with respect to
the Property other than the Leases and the Permitted Encumbrances
(collectively, the "Contracts") shall be terminated as of the Time of
Closing unless otherwise agreed by the parties. Neither Seller nor, to
the best of Seller's knowledge, any other party to any Contract is in
default thereunder and, to the best of Seller's knowledge, there exists
no state of facts which, with notice and/or the passage of time, would
ripen into a default under any such Contract.
(ii) Seller is not a "foreign person" as defined by the Internal
Revenue Code of 1986, as amended (the "Code"), Paragraph 1445. The
United States Taxpayer Identification Number of Seller is 00-0000000,
and Seller shall execute and deliver to Buyer at the Closing an
affidavit or certificate in compliance with Code Paragraph 1445(b)(2)
and the applicable regulations thereunder.
(iii) The execution, delivery and performance of this Agreement and
the transactions contemplated hereby will not cause or result in a
breach of any of the terms and conditions of, or constitute a default
under, any mortgage, note, bond, debenture, indenture, agreement,
contract, license or other instrument, obligation or understanding
(whether written or otherwise) to which the Seller is now a party other
than the Mortgage.
(iv) Seller is a nominee trust created under the laws of the
Commonwealth of Massachusetts and the Trustees thereof shall have all
necessary power and authority to enter into and carry out its
obligations under this Agreement. Seller is and at the Time of Closing
shall be a trust duly and validly organized and existing under the laws
of the Commonwealth of Massachusetts. This Agreement and the other
agreements and all documents that are to be executed by Seller and
delivered to Buyer at the Closing are or at the Time of Closing will be
duly authorized, executed and delivered by Seller and all consents
required under Seller's organizational documents or by law shall have
been obtained.
(v) Except as noted below, there is no existing or, to the best of
Seller's knowledge, threatened legal action of any kind involving
Seller or the Premises, which if determined adversely to the Premises
or Seller would have a material adverse effect on the Premises or would
interfere with Seller's ability to consummate the transactions
contemplated by this Agreement. Buyer acknowledges that it has been
notified that Teachers' Insurance and Annuity Association of America
("Teachers") has put Seller
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into default and has begun foreclosure of the Mortgage and other
security documents which Teachers holds as security for payment of a
loan from Teachers to Seller.
(vi) Seller has delivered to Buyer a true and complete copy of the
Leases and all extensions, renewals and amendments thereto. The Leases
are in full force and effect and Seller is not in default thereunder,
except that (x) the Leases have not been approved by Teachers, and (y),
XxXxxxxxx & Xxxxxx, a tenant in the Building, is currently in default
under its Lease. No brokerage commission or compensation are payable in
respect of these leases, except for commissions due (x) on the
SystemSoft lease or (y) in the event of an extension or expansion by
Aspect Medical as set forth on Exhibit E.
For purposes of clauses (v), the term "knowledge" shall mean the actual
knowledge of Xxxxxx X. Xxxxxxxxx or Xxxxx Xxxxxx or Xxxxxx Place only. No claim
on account of any breach of any of the foregoing warranties and representations
shall be made later than six (6) months from the Time of Closing and any such
claim must be in writing, shall state in reasonable detail the nature of the
claim and shall be delivered in the manner in which notices are to be given
under the Agreement.
Notwithstanding anything to the contrary contained herein, in no event
shall Seller's liability for any breach of any warranty or representation exceed
$40,000 in the aggregate and only as to an amount in excess of $5,000 for any
occurrence.
(b) Seller shall not lease, voluntarily convey or otherwise voluntarily
transfer Seller's interest, or any portion thereof, in the Premises prior to the
Time of Closing and Seller shall not contract or consent to do any of the
foregoing, other than in case of foreclosure of the Mortgage, without prior
written approval of Buyer.
(c) Subject to the last paragraph in Paragraph 16(a) and Paragraph 25,
Seller shall indemnify and defend Buyer against and hold Buyer harmless from any
and all losses, costs, damages, liabilities and expenses (including without
limitation attorneys' fees and court costs) arising out of any breach by Seller
of its representations and warranties hereunder or as a result of any claim
against Buyer based on Seller not having paid all amounts due under any
Contract.
(d) All representations and warranties by the Seller are intended to be
and shall remain true and correct as of the Time of Closing, shall be deemed
material and shall survive the execution and delivery of this Agreement and the
Deed for six (6) months.
17. Buyer hereby represents and warrants to Seller as follows:
(i) The execution, delivery and performance of this Agreement and
the transactions contemplated hereby will not cause or result in a
breach of any of the
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terms and conditions of, or constitute a default under, any mortgage,
note, bond, debenture, indenture, agreement, contract, license or other
instrument, obligation or understanding (whether written or otherwise)
to which Buyer is now a party;
(ii) Buyer is a corporation duly organized, validly existing and in
good standing under the laws of the Commonwealth of Massachusetts, with
full power and authority to enter into and carry out all of its
obligations under this Agreement. The execution of this Agreement by
Buyer has been duly authorized by all appropriate votes of the Board of
Directors of Buyer and, if necessary, the shareholders of Buyer.
18. Contingency Period
(a) Buyer undertakes to inspect the Premises and make such further
investigations as it deems necessary or appropriate during the period (the
"Contingency Period") from the date of this Agreement to August 8, 1995 to
determine whether Buyer is or is not satisfied, in Buyer's sole discretion, with
the following listed matters (collectively the "Contingencies"):
(i) the physical condition of the Premises;
(ii) the Premises' compliance with all building, land use,
environmental, safety, zoning and other applicable codes, regulations,
rules and laws of the Town of Natick, the Commonwealth of
Massachusetts, or the United States of America;
(iii) the availability of satisfactory permits, licenses and approvals
for Buyer's intended use of the Premises, including without limitation,
the existence of access and egress to and from the Premises via public
ways or by valid easements over the land of others which easements are
affirmatively insured by Buyer's title company;
(iv) the availability of utilities required for Buyer's intended use
and operation of the Premises; and
(v) the state of record title to the Premises as of June 5, 1995.
(b) During the Contingency Period, Seller will afford Buyer and/or its
agents access at any time to the Premises and will make available to Buyer and
its agents such further information concerning the Premises as is requested by
Buyer to complete its investigation concerning the Contingencies at no cost to
Seller; provided that:
(i) Each and all of such entries and examinations shall be at Buyer's
sole risk and expense, Buyer agreeing to indemnify and save
Seller harmless from and against any and all claims, cost, loss,
damage, liability or expense arising out of or in connection with
any work performed by or on behalf of Buyer pursuant to the
provisions hereof or any such entry by Buyer or anyone authorized
by,
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representing or purporting to be representing Buyer, Buyer shall
not, however, have any liability for any condition or state of
facts discovered in respect of the Premises as long as Buyer
promptly notifies Seller of the same and otherwise exercises
reasonable care in the manner in which Buyer or its agents or its
contractors exercise Buyer's rights of entry under this Paragraph
18;
(ii) All of the aforesaid activities and any activities undertaken
pursuant to subparagraph (iii) next below shall be undertaken in
such a manner as to reduce to an absolute minimum the
interference with the conduct of business by Seller and tenants
and other occupants of the Premises; and
(iii) Buyer shall repair and/or restore any damage or disturbance to
the Premises caused by Buyer in performing any of said activities
promptly after the completion of them or, if this Agreement shall
sooner terminate, promptly upon such termination.
Any claims for recovery pursuant to the provisions of this
subparagraph 18(b) must be made within six (6) months of
termination of this Agreement and any such claim must be in
writing, shall state in reasonable detail the nature of the claim
and shall be delivered in the manner in which notices are to be
given under this Agreement.
(c) On or before the expiration of the Contingency Period, Buyer shall
notify Seller in writing whether or not Buyer is satisfied as to the
Contingencies. If, prior to the expiration of the Contingency Period, Buyer
notifies Seller in writing that it is dissatisfied with the Contingencies, as
Buyer may determine in its sole discretion, then Buyer shall thereby terminate
this Agreement, all deposits made hereunder shall be returned to Buyer, and
except as provided in Paragraphs 10 and 18(b), there shall be no further
liability hereunder by either party against the other.
19. Payments under Leases. Seller shall forward any and all amounts
paid pursuant to the Leases which are received by Seller on or after the Time of
Closing immediately to Buyer.
20. OMITTED
21. OMITTED
22. OMITTED
23. Construction of Agreement. This instrument is to be construed as a
Massachusetts contract, is to take effect as a sealed instrument, sets forth the
entire contract
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between the parties, is binding upon and inures to the benefit of the parties
hereto and their respective heirs, devisee, executors, administrators,
successors and assigns, and may be cancelled, modified or amended only by a
written instrument executed by both the Seller and the Buyer. The captions and
marginal notes 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 to it.
24. MCA Practice Standards. Any matter or practice arising under or
relating to this Agreement which is the subject of a practice standard of the
Massachusetts Conveyancers Association shall be governed by such standard to the
extent applicable.
25. No Personal Liability. If the Seller or the Buyer executes this
Agreement in a representative or fiduciary capacity only the principal or the
estate represented shall be bound, and neither the Seller or Buyer so executing,
nor any shareholder or beneficiary of any trust, shall be personally liable for
any obligation, express or implied, hereunder.
26. OMITTED
This Agreement may be signed in one or more counterparts each of which
shall have the effect of an original instrument when counterparts have been
signed by all of the parties hereto.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first set forth above.
BUYER:
VISION DRIVE, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------
Its duly authorized: President
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SELLER:
/s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
Xxxxxx X. Xxxxxxxxx
/s/ Xxxxx X. Xxxxxx
----------------------------------
Xxxxx X. Xxxxxx
Each as Trustee of Natick Executive Park
Trust No. 2 and not individually
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EXHIBIT A
Those certain premises in Natick, Middlesex County, Massachusetts, being
located on the northerly side of Worcester Street (Route 9) and being Lot 2A as
shown on a certain plan of land entitled "Natick Executive Park - Lot Line
Adjustment; Lots 1A, 2, 4, 6, & 7" dated September 8, 1993, revised December 3,
1993, prepared by The Xxxxxxxxx Company, based on a survey by XxxXxxxxx &
Xxxxxxxx Engineering Inc., (the "Plan") recorded as Plan 71 of 1994 in Book
24219, Page 453. Together with all rights and easements appurtenant thereto,
insofar as the same are in force and applicable.
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EXHIBIT B -- SCHEDULE OF ENCUMBRANCES
1. Rights or claims of the following tenants in possession under unrecorded
leases:
(a) North American Society for Pacing Electrophysiology
(b) XxXxxxxxx & Xxxxxx, Inc.
(c) NEC Business Communication Systems (East), Inc.
2. Such state of facts as is shown on survey entitled, "Natick Executive Park"
prepared by the Xxxxxxxxx Company dated September 8, 1993 and recorded
as Plan No. 71 of 1994 in Book 24129, Page 453.
3. Terms and provisions of takings by the Commonwealth of Massachusetts for
Route 9 and conveyances to the Commonwealth recorded in Book 5607, Page 1;
Book 5713, Page 440; Book 5699, Page 370 and Book 5670, Page 244.
4. Rights and easements granted to New England Telephone and Telegraph Company
by instrument dated July 29, 1981, recorded in Book 14370, Page 324.
5. Rights of the Town of Natick and others under Municipal Easement No. I
dated November 19, 1981 granted by Xxxxxx X. Xxxxxx, Xx., and Xxxxx X.
Xxxxxx, Trustees of 000 Xxxxxxxxx Xxxxxx Trust to the Town of Natick
recorded in Book 14474, Page 122, as shown on survey entitled "Plan
of Land in Natick, Mass. Owned by Natick Executive Park Trust No. 2"
Scale 1" equals 40' dated June 25, 1982 made by XxxXxxxxx & Xxxxxxxx
Engineering, Inc.
6. Rights of the Town of Natick and others under Municipal Easement No. II
dated November 17, 1981 granted by Xxxxxx X. Xxxxxx, Xx. and Xxxxxx X.
Xxxxxxxxx, Trustees of Natick Executive Park Trust No. 1 to the Town
of Natick recorded on November 24, 1981 in Book 14474, Page 126.
NOTE: The rights described in Permitted Exceptions No. 3, 4 and 6 affect
only certain appurtenant rights benefitting the real property described
in Exhibit A.
7. Rights and easements of said Trustees of Natick Executive Park Trust No. 1
and Trustees of 000 Xxxxxxxxx Xxxxxx Trust as set forth in Mutual Grant of
Easements dated March 31, 1982 by and among Trustees of Natick Executive
Park Trust No. 1, said Trustees of Natick Executive Park Trust No. 2 and
Trustees of 000 Xxxxxxxxx Xxxxxx Trust recorded in Book 14584, Page 229.
8. Rights and easements of the Trustees of 000 Xxxxxxxxx Xxxxxx Trust as set
forth in Grant of Easements No. II dated June 18, 1982 by and among the
Trustees of Natick Executive Park Trust No. 2 and the Trustees of 000
Xxxxxxxxx Xxxxxx Trust, recorded on August 12, 1982 as Instrument No. 111.
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9. Mortgage Deed recorded on April 14, 1982 with said Deeds in Book 14584,
Page 253.
NOTE: Permitted encumbrance No. 9 affects only certain appurtenant rights
benefitting the real property described in Exhibit A.
10. Grant of Drainage Easement from Xxxxxx X. Xxxxxxxxx and Xxxxx X.
Xxxxxx, Trustees of Natick Executive Park Trust No. 2 to Xxxxx X.
Xxxxxx and Xxxxxx X. Xxxxxxxxx, Trustees of Natick Executive Park
Trust No. 3 dated January 10, 1994 and recorded January 31, 1994 as
Instrument No. 406.
11. Grant of Parking Easement from Xxxxxx X. Xxxxxxxxx and Xxxxx X. Xxxxxx,
Trustees of Natick Executive Park Trust No. 2 to Cognex Corporation dated
January 10, 1994 and recorded on January 31, 1994 as Instrument No. 407.
12. Grant of Easement and Maintenance Agreement by and among Cognex
Corporation; Natick Executive Park Retail Limited Partnership; Xxxxxx X.
Xxxxxxxxx and Xxxxx X. Xxxxxx, Trustees of Natick Executive Park Trust
No. 2; Xxxxxx X. Xxxxxxxxx and Xxxxx X. Xxxxxx, Trustees of Natick
Executive Park Trust No. 3 and Xxxxx X. Xxxxxx, Trustee of 000
Xxxxxxxxx Xxxxxx dated January 10, 1994 and recorded in Book 24219,
Page 524, as affected by Amendment to Grant of Easement and Maintenance
Agreement dated March 29, 1995, recorded in Book 25292, Page 298.
13. Mortgage Deed from Xxxxxx X. Xxxxxx, Xx., and Xxxxxx X. Xxxxxxxxx,
Trustees of Natick Executive Park Trust No. 2 and Xxxxxx X. Xxxxxx, Xx.,
and Xxxxxx X. Xxxxxxxxx, Trustees of Natick Executive Park Trust No. 1,
to Teachers Insurance and Annuity Association of America ("TIAA") dated
August 11, 1982 and recorded in Book 14694, Page 436, as modified by
First Supplement to Mortgage Deed by and among Xxxxxx X. Xxxxxx, Xx.,
Xxxxxx X. Xxxxxxxxx and Xxxx X. Xxxxxxx, Trustees of Natick Executive
Park Trust No. 2 and Xxxxxx X. Xxxxxx, Xx., Xxxxxx X. Xxxxxxxxx and
Xxxx X. Xxxxxxx, Trustees of Natick Executive Park Trust No. 1 and
TIAA dated October 12, 1983 and recorded in Book 15283, Page 484 and
further modified by Second Supplement to Mortgage Deed between Trustees
of Natick Executive Park Trust No. 2 and TIAA dated February 14, 1989
and recorded in Book 19660, Page 26 and further amended by Mortgage
Spreader and Modification Agreement by and between Trustees of Natick
Executive Park Trust No. 2 and TIAA dated January 10, 1994 and recorded
January 31, 1994 as Instrument No. 394.
14. Assignment of Leases and Rents from Trustees of Natick Executive Park
Trust No. 2 to TIAA recorded on August 12, 1982 in Book 14694, Page 473.
15. U.C.C. Financing Statement naming Xxxxxx X. Xxxxxx, Xx., and Xxxxxx X.
Xxxxxxxxx, Trustees as Debtors and TIAA as Secured Party recorded
August 12, 1982 in Book 14694, Page 479 as affected by U.C.C.-3
Financing Statement recorded January 31, 1994 as Instrument No. 414.
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16. Assignment of Lessor's Interest in Lease(s) from Trustees of Natick
Executive Park Trust No. 2 to TIAA recorded February 22, 1989 in
Book 19660, Page 39.
17. U.C.C. Financing Statement naming Xxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxxxx,
Trustees as Debtors and TIAA as Secured Party recorded March 24, 1994 in
Book 24386, Page 534.
18. Lease to Aspect Medical Systems, Inc., dated September 8, 1994, Notice of
which was recorded October 11, 1994 in Book 24921, Page 476.
19. Notice of Foreclosure recorded in Book 25195, Page 443.
