NOVATION AGREEMENT
THIS
NOVATION AGREEMENT (this
“Agreement”) is entered into as of the ___ day of April, 2008, by and
between WOLVERINE
TUBE, INC.,
a
Delaware corporation (“Seller”), and ANIKA
AND ASSOCIATES, INC.,
a
Michigan corporation (“Purchaser”).
Recitals
WHEREAS,
Seller
and Purchaser are parties to that certain Purchase and Sale Agreement, effective
as of January 25, 2008, attached hereto as Exhibit
A(the
“Purchase Agreement”), for the purchase and sale of certain real property
located in Xxxxxxxx County, Mississippi, more particularly described in the
Purchase Agreement;
WHEREAS,
at the
expiration of the Inspection Period, Purchaser failed to provide Seller with
written notice of its intent to continue the Purchase Agreement as required
under Section 5(b) of the Purchase Agreement, and the Purchase Agreement expired
by its terms;
WHEREAS,
the
parties desire to reinstate the Purchase Agreement and to ratify all of the
terms therein and all of the obligations of the parties thereunder.
NOW,
THEREFORE,
in
consideration of the premises, the mutual covenants and agreements of the
parties set forth herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged and accepted, the parties,
intending to be legally bound hereby, agree as follows:
Agreement
1.
Incorporation
of Recitals.
The
recitals are hereby incorporated by reference as if fully set forth
herein.
2.
Capitalized
Terms.
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to such terms in the Purchase Agreement.
3.
Novation
of Purchase Agreement.
The
Purchaser hereby gives its Acceptance Notice to continue the Purchase Agreement,
and the parties agree that as of the date hereof, the Purchase Agreement is
hereby reinstated.
4.
Ratification
of Terms of Purchase Agreement.
The
parties hereby ratify all of the terms and conditions of the Purchase Agreement
and confirm that there have been no amendments to the Purchase Agreement, except
as may be specifically set forth in this Agreement.
5.
Closing
Date.
The
Closing Date is hereby extended through April 25, 2008.
6.
Entire
Agreement.
This
Agreement, together with the Purchase Agreement, constitutes the entire
agreement between the parties with respect to the transaction provided for
herein, and the parties hereto agree that no other representations, whether
oral
or written, have been made by either party.
7.
Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
state in which the Property is located.
8.
Counterpart
Execution.
This
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute but one
and
the same agreement. Delivery of an executed counterpart of this Agreement by
facsimile shall be equally as effective as delivery of a manually executed
counterpart; provided, however, any party hereto delivering a counterpart
of this Agreement by facsimile shall also deliver a manually executed
counterpart, but the failure to so deliver a manually executed counterpart
shall
not affect the validity, enforceability or binding effect hereof.
IN
WITNESS WHEREOF,
the
parties have executed this Novation Agreement as of the date first above
written.
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WOLVERINE
TUBE, INC.,
a
Delaware corporation
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By:
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Name:
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Its:
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PURCHASER:
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ANIKA
AND ASSOCIATES, INC.,
a
Michigan corporation
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By:
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Name:
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