AGREEMENT OF SALE
THIS AGREEMENT OF SALE (the "Agreement") made this 10th
day of October, 1997 by and between Meridian Properties, Inc.,
herein named "Meridian" or "Seller", a Pennsylvania corporation,
with offices c/o CoreStates Bank, N.A. at 0000 Xxxxxxxx Xxxxxx,
XX 0-0-00-0, Xxxxxxxxxxxx, XX, and BCB Financial Services
Corporation ("BCB"), a Pennsylvania corporation, with offices at
000 Xxxxxxxxxx Xxxxxx, X.X. Xxx 0000, Xxxxxxx, XX 00000, herein
named the "Buyer".
WITNESSETH:
1. Agreement to Sell and Purchase. Seller agrees to
sell and convey to Buyer, and Buyer agrees to purchase from
Seller upon the terms and conditions contained herein, all that
parcel of land and the building and other improvements located at
000 Xxxx Xxxxxx, Xxxxxxx, Xxxxx County, Pennsylvania, identified
as Tax Parcel #5307-83-80-5330, more fully described in, and as
shown on the plan attached hereto as Exhibit "A", including,
without limitation, one (1) NCR automatic teller machine
currently situate on site on the first floor retail lobby
("ATM"), and all related equipment and machinery (the "Real
Property"), together with such furniture, fixtures and equipment
identified in Exhibit "B" that are designated by Buyer pursuant
to Paragraph 5 below (the "Personal Property"). The Real Property
and the Personal Property are sometimes hereinafter collectively
referred to as the "Property".
2. Purchase Price. The purchase price for the
Property (the "Purchase Price") shall be Two Million Four Hundred
Seventy Five Thousand Dollars ($2,475,000.00), allocated as set
forth in Exhibit "C" attached hereto and incorporated herein.
3. Payment of Purchase Price. The Purchase Price
shall be payable by Buyer to Seller as follows:
(a) Payment of the sum of Fifty Thousand Dollars
($50,000.00), upon full execution of this Agreement by both
parties, on account of the Purchase Price as deposit monies (the
"Deposit Monies").
(b) At Closing (as hereinafter defined), the
balance of the Purchase Price by certified check, title company
check, or by wire transfer of immediately available funds.
4. Deposit Monies. The Deposit Monies shall be held
in an escrow account by Xxxxxxxx Xxxx NE, Inc. in an interest-
bearing account at a federally insured banking institution.
Buyer's federal tax ID number is 00-0000000. Interest thereon
shall be payable to the Buyer at Closing. The Deposit Monies
shall be paid to the Seller at Closing and applied on account of
the Purchase Price. In the event of default under this
Agreement, which default is not cured within fifteen (15) days of
written notice thereof, the escrow agent shall pay the Deposit
Monies to the non-defaulting party, either as liquidated damages
or as payment on account of the Purchase Price.
5. Buyer's Due Diligence. As provided in Paragraph
6(a) hereof, Meridian, at Meridian's sole expense, shall provide
Buyer with the following documentation:
(a) Phase I Environmental Study;
(b) Copies of all existing leases;
(c) Seller certified income and expense operating
statements on the property for calendar year 1996;
(d) Any title work previously done by or on
behalf of Seller;
(e) Surveys, engineering reports and any other
material information relating to the building in Seller's
possession;
(f) Copies of all contracts with service
providers, including, but not limited to, those more particularly
set forth in Exhibit "D"; and
(g) City of Reading Code Enforcement Office
inspection of the Real Property satisfactory to the Buyer.
In the event that any of the foregoing documentation
reveals conditions which are deemed by Buyer to be
unsatisfactory, then the Buyer shall, within 45 days of the date
of the Agreement, deliver written notification thereof to the
Seller and thereupon, at Buyer's sole option, Buyer may declare
this Agreement, in writing, to be null and void and all Deposit
Monies, together with all interest thereon, shall thereupon be
returned forthwith to Buyer with no further obligations or
liabilities on either party. If no such declaration is submitted
by the Buyer within said 45 day period, this contingency will be
waived and all other terms and conditions will remain in full
effect. In addition, Buyer shall designate, in writing, the items
set forth in Exhibit "B" that shall constitute the Personal
Property, and shall deliver such designation to Seller within
twenty (20) days of the date of this Agreement. Seller shall use
reasonable efforts to deliver all of the Personal Property to
Buyer, however, Seller's failure to deliver all of the Personal
Property to Buyer shall not be an event of default hereunder, nor
shall it affect Buyer's obligation to pay the full Purchase
Price, so long as Seller delivers substantially all of the
Personal Property to Buyer at the time of Closing.
6. Conditions to Closing. The obligation of Buyer to
close the purchase and sale of the Property is subject to the
following conditions, each of which are for the benefit of and
may be waived by Buyer, but only if such waiver is made expressly
and in writing:
(a) Meridian shall timely submit, as soon as
received by Meridian, at Meridian's sole expense, to the Buyer
the documents referenced in Paragraph 5(a) through (g) above;
(b) Within thirty (30) days from the date of this
Agreement, Seller shall provide Buyer and its counsel with a
letter or other writing from the Solicitor for the Berks County
Industrial Development Authority ("BCIDA"), confirming the
authority and intent of the BCIDA to join in the conveyance of
the Property to the Buyer, upon terms consistent with the terms
of this Agreement.
(c) Seller shall pay all property taxes,
utilities and other routine charges up to the date of Closing.
Absent an event of default by Seller under this subparagraph,
Buyer agrees to accept title to the Property subject to all
municipal liens and assessments for improvements levied from and
after the date of this Agreement. Seller warrants that it has not
received notice of any pending improvement assessments, and will
immediately send a copy to Buyer of any such notice it shall
receive prior to Closing, and will take no action as concerns the
Property that shall cause any improvement assessments to be made
prior to Closing;
(d) Seller shall terminate all building service,
supply, utility, management, and/or other contracts as of the
date of Closing, unless otherwise instructed by Buyer, provided,
however, that Seller shall not terminate or materially modify the
terms of any currently existing building service contracts prior
to Closing without the prior written consent of Buyer;
(e) Seller shall deliver the Real Property in
broom clean condition on the date of Closing, and shall cause to
be removed prior to Closing, at Seller's expense, all items
listed in Exhibit "B" hereof which are not designated in writing
by Buyer, as set forth in Paragraph 5 above;
(f) The timely material performance by Seller of
each and every obligation imposed upon Seller hereunder;
(g) The truth and accuracy in all material
respects as of the date hereof and the date of Closing of each
and every warranty and representation herein made by Seller;
(h) The satisfactory completion by Buyer of its
examination, testing and review of the Property, documents and
other items as specified in Section 5 hereof;
(i) Satisfactory pre-settlement inspection by
Buyer within three (3) days of settlement, confirming to Buyer
(i) that substantially all of the Personal Property is located at
or about the Real Property, (ii) that Seller has been operating
the Property in substantially the same manner as of the date of
this Agreement, and (iii) that the Seller has materially
performed its duties and obligations under this Agreement;
(j) Receipt by Buyer of fully dated and executed
Tenant Estoppel Certificates, in form acceptable to Buyer and its
counsel, from Bingaman, Hess, Xxxxxxxx & Xxxx; XXXXX; and Xxxxx
Xxxxxx Hair Salon. Seller will endeavor to obtain said Tenant
Estoppel Certificates from all other tenants listed in Exhibit
"E" hereof, at or before Closing; and
(k) At Closing, Meridian shall execute and
deliver to Buyer or cause to be executed and delivered to Buyer,
as the case may be:
(i) an affidavit by Meridian stating, under
penalty of perjury, Seller's United States taxpayer
identification number and stating that Seller is not a
foreign person, pursuant to Section 1445 of the Internal
Revenue Code;
(ii) an owner's affidavit in form and
substance sufficient to permit the issuance of the Title
Policy, consistent with the provisions of Paragraph 7
hereof;
(iii) an acknowledgment and restatement by
certificate of the representations and warranties of Seller
in this Agreement; and
(iv) evidence that all real estate taxes and
assessments for which Seller is responsible, and all other
expenses associated with the Property for which Seller is
responsible, have been paid in full.
7. Condition of Title. Title shall be a good and
marketable fee simple title, free and clear of all liens and
encumbrances subject however to existing visible easements,
easement restrictions, rights of way of record, accuracy of
description, rights of public utilities, building and development
restrictions, zoning laws and rules, regulations, laws and
directives of federal, state, municipal or other governing
authorities, and rights of tenants as shown on Exhibit "E", and
shall be insurable as such at regular rates by a title insurance
company doing business in Berks County, Pennsylvania. Within
thirty (30) days after the date hereof, Buyer shall deliver to
Seller a title binder for the Property from the title company
which will so insure Buyer's title hereunder and shall notify
Seller in writing of any title matters contained therein which do
not satisfy the foregoing title requirements. If the title
binder and exceptions are not delivered to Seller within the
aforesaid thirty (30) day period, title shall be deemed
acceptable to Buyer.
8. Conveyance. Conveyance shall be by special
warranty deed ("Deed") to Buyer, together with an assignment of
all tenant leases in the form attached hereto as Exhibit "F".
9. Covenants, Warranties and Representations of
Seller. Seller covenants, represents and warrants to Buyer, both
as of the date hereof and as of the date of Closing, as follows:
A. Seller has the right, power and authority to
enter into this Agreement and to sell the Property in accordance
with the terms and conditions hereof, and shall give such
evidence thereof as may be reasonably required by Buyer's legal
counsel;
B. Seller has received no notice and has no
knowledge of any pending or contemplated condemnation,
requisition, zoning change or similar proceeding affecting the
Property or any part thereof;
C. Seller shall provide at Closing any and all
documentation or affidavits (relating to matters known to Seller
or resulting from Seller's acts) reasonably deemed necessary for
issuance of the Title Policy without exception for mechanics' and
materialmen's liens;
D. There is no litigation or other proceeding
pending or, to the best of Seller's knowledge, threatened which
relates to the Property or any part thereof or which affects
Seller's right to sell the Property or any part thereof;
E. To the best of Seller's knowledge, there
exist no violations of any law, ordinances, order or requirements
affecting the Property;
X.Xx the best of Seller's knowledge (except as
otherwise expressly set forth herein), the Property has not been
used as a landfill to receive solid waste, whether or not
hazardous, nor have any "hazardous substances," "hazardous
materials," or "toxic substances" as such terms are defined in
the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et.
seq. (as amended); the Resource Conservation and Recovery Act, 42
U.S.C. Section 6901, et. seq.; the Hazardous Materials
Transportation Act, 49 U.S.C. Section 1801, et. seq.; Toxic
Substances Control Act, 15 U.S.C. Section 2601 et. seq.; Water
Pollution Control Act, Federal Clean Water Act of 1977, 33 U.S.C.
Section 1251 et. seq.; and the Safe Drinking Water Act, 42 U.S.C.
Section 300 (F) et. seq.; as amended, and in the regulations
adopted, published, and/or promulgated pursuant to said laws
(collectively, the "Environmental Laws"), been generated,
released, stored or deposited in, on, over or beneath the
Premises or any part thereof. With the exception of one (1)
existing 8000 gallon registered underground storage tank, there
are no underground storage tanks and/or associated piping on or
under the Property. Seller shall provide Buyer with evidence
that all financial responsibility and other requirements relating
to the removal of past underground storage tanks on the Property,
if any, have been satisfied. Seller shall provide Buyer with
copies of all records relating to any underground storage tanks
that were required to be maintained by any applicable Federal,
state or local statutes or regulations.
G. So long as this Agreement is in effect Seller
shall not, without Buyer's prior written consent, make, create or
allow any transfer, lien, lease, encumbrance, easement,
restriction, reservation, contractual or other right, license or
interest involving the Property or any part thereof or act in
such a way as would deprive or hinder Seller from transferring
the Property to Buyer in accordance with terms and conditions of
this Agreement;
H. Seller is not involved in any bankruptcy,
reorganization or insolvency proceedings;
I. All taxes, water charges and sewer charges
affecting the property due and payable at the time of the Closing
shall have been paid and all special assessments which are or
will become a lien known to Seller at the date of this Agreement
shall also have been paid and discharged whether or not payable
in installments;
J. All work done or materials furnished or to be
furnished by or on behalf of Seller for the Property have been
completed and paid for in full or shall be completed and paid for
in full at the time of Closing;
K. To the best of Seller's knowledge, after
reasonable investigation, there are no parties in possession of
the Property or entitled to possession thereof, or any part
thereof, other than Seller and the Tenants listed in Exhibit "E"
hereof;
L. Seller will not cause or knowingly permit any
action to be taken which would cause any of the foregoing
representations or warranties to be materially untrue as of
Closing.
10. Closing Adjustments. The parties agree to
apportion the following costs:
(a) The Buyer and Meridian shall each pay one-
half of the Pennsylvania and local real estate transfer taxes as
concerns the Real Property.
(b) Real estate taxes shall be apportioned
between the parties as of the day of Closing based on the then
current assessment.
(c) Sewer, water, gas and other utility charges
shall be determined by final meter reading on the day of Closing
and all charges occurring up to the Closing date shall be
Meridian's responsibility. Meridian shall be given a credit for
oil remaining in the tank on the day of Closing based on the cost
per gallon shown on Meridian's most current xxxx.
(d) All rents shall be pro-rated as of the date
of Closing and all security deposits shall be payable to Buyer
together with any applicable interest earned by the tenant(s) at
time of Closing. A list of current leases is attached hereto as
Schedule "E". At Closing, Seller shall assign all of Seller's
right, title, and interest in and to all tenant leases and Buyer
shall assume all of Seller's duties under said leases from and
after the Closing.
11. Condition of Property. Acceptance of the Deed and
payment of the Purchase Price shall constitute Buyer's
acknowledgment that Buyer has had the opportunity to inspect the
physical condition of the Property to the extent deemed necessary
by Buyer, and Buyer agrees that, with the exception of the
express covenants, representations, and warranties set forth in
this Agreement, neither Seller nor anyone on Seller's behalf has
made any representation or warranty with respect to the physical
condition of the Property or otherwise, and Buyer agrees to
purchase the Property "AS IS", in its present condition, subject
only to said express covenants, representations and warranties.
12. Inspection. Buyer, its agents, employees,
independent contractors and representatives, at Buyer's expense,
shall have the right at any reasonable time and from time to time
before Closing, upon giving reasonable notice to Seller and
affected tenants, to enter the Real Property for the purpose of
planning and designing. Buyer hereby agrees to indemnify Seller
for any costs, expenses or damages resulting from the acts of
Buyer or its agents, employees, independent contractors,
representatives or invitees during any such entry.
13. Condemnation. If, at any time prior to Closing
hereunder, any action or proceeding is filed, or threatened,
under which the Real Property, or any portion thereof may be
taken pursuant to any law, ordinance or regulation or by
condemnation or the right of eminent domain, then at the option
of Buyer:
A. This Agreement shall be terminated; or
B. This Agreement shall remain in full force and
effect and Seller, at the time of the Closing hereunder, shall
transfer and assign to Buyer all of the Seller's right, title and
interest in and to any proceeds received or which may be received
by Seller by reason of such taking. Said option shall be
exercisable by Buyer delivering to Seller written notice of such
exercise on or before the fifteenth (15th) day following the date
on which Buyer receives written notice from Seller that such
action or proceeding has been filed or is threatened. Should
said fifteen (15) day period extend beyond the date of
settlement, as herein provided, Buyer shall have the right to
extend the date of Closing, to allow Buyer the full fifteen (15)
days provided by this Paragraph 13 in which to exercise its
options under this Paragraph 13.
14. Destruction of Improvements. If all or any
material part of the improvements located on the Real Property
are destroyed or damaged (excluding normal wear and tear) prior
to Closing, Meridian shall give notice to Buyer of such damage or
destruction and of Meridian's insurance coverage. Buyer shall
elect within thirty (30) days of such notice to either:
A. Terminate this Agreement; or
B. Close the transaction contemplated hereby, in
which event the Purchase Price shall not be reduced except for a
reduction by the amount of any deductible amount applicable to
insurance proceeds and Seller shall assign to Buyer, Seller's
rights to any insurance proceeds paid or payable to Seller in
connection with such damage or destruction.
If Buyer does not timely notify Seller of Buyer's
election, Buyer shall be deemed to have elected to close the
transaction contemplated hereby in accordance with clause (B)
above. Seller agrees until Closing to maintain any improvements
in their existing condition, normal wear and tear and damage by
condemnation, fire or other casualty excepted, and to keep the
improvements on the Real Property insured in an amount equal to
one hundred percent (100%) of the replacement cost thereof.
15. Third Party Brokerage. Seller and Buyer
acknowledge that Xxxxxxxx Xxxx NE, Inc., 000 Xxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxxxx is the agent for the Seller, and RE/MAX of
Reading is the agent for the Buyer. The Seller agrees to pay a
total sales commission on the sale of the Property of $139,000.00
to be split equally between Xxxxxxxx Xxxx NE, Inc. and RE/MAX of
Reading. Buyer and Seller each warrant and represent to the
other that they have not dealt with any agent/broker other than
Xxxxxxxx Xxxx NE, Inc. for the Seller, and RE/MAX of Reading, for
the Buyer, and each party agrees to indemnify, defend, and hold
harmless, the other party from anyone claiming a commission by,
through, or under them.
16. Closing. Closing (the "Closing") shall be made
within thirty (30) days after satisfaction of all contingencies
hereunder, including, but not limited to, the satisfaction of all
BCIDA requirements. Closing will take place at the offices of a
title insurance company of Buyer's choice in Berks County,
Pennsylvania at a specific time mutually agreeable by Seller and
Buyer. In the event that said thirty (30) day period after
satisfaction of all contingencies does not expire on or before
March 31, 1998, then this Agreement shall expire on March 31,
1998, and thereupon all Deposit Monies, and any interest thereon,
shall be returned to Buyer, and the parties hereto shall have no
further duties or responsibilities to each other pursuant to this
Agreement.
17. Delivery of Deed, Xxxx of Sale, and Possession of
Property. The Seller shall deliver the Deed, and a Xxxx of Sale,
in form satisfactory to Buyer, and possession of the Property at
the Closing. Formal tender of deed is hereby waived.
18. Time of Essence. It is agreed by the parties that
time shall be of the essence of this Agreement, unless extended
by mutual consent in writing.
19. Entire Agreement, Modifications. This Agreement
constitutes the entire contract between the parties hereto and
there are no other understandings, representations or warranties,
oral or written, relating to the subject matter hereof. This
Agreement may not be changed, modified or amended, in whole or in
part, except in writing, signed by all parties.
20. Confidentiality. The Parties agree to keep the
terms and conditions of this Agreement and any materials supplied
to Buyer by Seller or to agents in connection with the sale,
confidential and not disclose any parts to any third party,
except their respective consultants for advice and discussion.
The Buyer agrees to insert a similar obligation in its agreements
with its consultants so that its consultants are bound to this
clause. Notwithstanding the above, prior to Closing Buyer may
issue an appropriate press release upon the execution of this
Agreement, provided, however, that Buyer shall provide Seller, by
hand delivery or fax transmission, a draft of such press release
prior to release, and Seller shall have the right to delete any
reasonably objectionable provisions thereof that specifically
reference the Seller, without any additions, upon notification to
Buyer within one business day of receipt of such draft by Seller.
Absent such notification by Seller, such right of deletion shall
be deemed waived.
21. Notices. Notices given pursuant to this Agreement
shall be in writing, and shall be given by actual delivery to the
party entitled thereto at the addresses set forth below or at
such other address as any party may designate in writing to any
other party pursuant to the provisions of this paragraph.
Notices shall be given by mail sent by United States mail,
certified or registered, return receipt requested or by overnight
courier providing proof of delivery. Notices shall be deemed to
be received on the date of actual receipt. Notices shall be
served or mailed to the following addresses, subject to change as
provided above:
If to the Seller:
Corporate Real Estate Department
CoreStates Bank, N.A.
Attn: Xxxx X. Cover, V.P.
FC 1-1-18-2
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
If to the Buyer:
BCB Financial Services Corporation
c/o Berks County Bank
Attn: Xxxxxx X. Xxxxxx, President
000 Xxxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxx, XX 00000
22. Survival of Covenants. Notwithstanding any
presumption to the contrary, the covenants, conditions,
warranties, and representations contained in this Agreement shall
survive Closing and not merge therein.
23. No Recording. This Agreement shall not be filed
for record in any public office. Any recording or attempted
recordation of this Agreement by either party, shall be deemed a
default hereunder.
24. Assignability: Binding Effect. Buyer shall have
the right to assign this Agreement at or prior to Closing to
another entity or successor in which it has a controlling
interest upon notice in writing to the Seller. Except as
otherwise provided in the immediately foregoing sentence, this
Agreement is not assignable by Buyer or Seller without prior
written consent of the other party, which consent shall not be
unreasonably withheld. This Agreement and all of it's terms and
conditions shall extend to and be binding upon the parties hereto
and upon their respective heirs, executors, administrators,
successors and permitted assigns.
25Seller's default hereunder, which default is not cured within
fifteen (15) days of written notice thereof to Seller, Buyer
shall be entitled to exercise all rights and remedies available
to Buyer at law or in equity, in addition to the remedies set
forth in Paragraph 4 hereof.
26. Seller's Remedies upon Default. In the event
of Buyer's default hereunder, which default is not cured within
fifteen (15) days of written notice thereof to Buyer, Seller
shall be entitled to exercise all rights and remedies available
to Seller at law or in equity, in addition to the remedies set
forth in Paragraph 4 hereof.
27. Limitation of Liability. Notwithstanding anything
to the contrary herein contained, BCIDA's liability under this
Agreement shall be enforceable only out of the real estate
covered by this Agreement and the rents, issues and profits
thereof, and the lien of any judgment against it arising out of
this Agreement shall be limited thereto. Nothing herein,
however, shall limit Buyer's rights against any person, firm or
corporation other than BCIDA.
28. Contingency. Buyer's obligations to close the
purchase and sale of the Property is contingent upon Buyer's
receipt of all necessary approvals from the Pennsylvania
Department of Banking and the Federal Reserve.
29. Leasing. During the period between the date of
this Agreement of Sale and the date of Closing, or earlier
termination of this Agreement:
(a) Buyer shall have the right to approve any
newly originated lease(s) and the renewal of any existing
lease(s) under terms and conditions satisfactory to the Buyer.
(b) Buyer, or its agent, may show the Property to
prospective tenants. Buyer shall not commit to any leases
without the consent of Meridian.
30. Reservation of Space Option. Meridian reserves
the option to lease ("Option to Lease") all or any portion (but
not less than 50 percent) of the Fifth Floor of the Real
Property, and in the event that Meridian exercises the Option to
Lease all of the Fifth Floor, as aforesaid, Meridian shall
thereupon have the Option to Lease all or any portion (but not
less than 50 percent) of the fourth floor of the Real Property
("Fourth Floor") as well. The Fifth Floor and the Fourth Floor
each contain 11,020 rentable square feet of space. The exercise
of the Option to Lease all or any part of the Fifth Floor, and
all or any part of the Fourth Floor, as aforesaid, may be
exercised by Meridian at one time only, by notices hereafter
provided. The term of any such lease shall be for a period of no
less than six (6) months, and, at the option of Meridian, in
additional increments of six (6) months each, but no greater than
an aggregate term of two (2) years from the date of exercise,
provided, however, that Meridian shall have the right, upon
thirty (30) days prior written notice to Buyer, of terminating
said lease effective six (6) months prior to the end of the
applicable lease term. Meridian shall lease all or any portion
of the Fifth Floor, and/or the Fourth Floor, conditioned as
above, at the rate of $10.00 per square foot, with services as
provided in accordance with the provisions of Exhibit "G".
Meridian shall exercise its Option to Lease, as aforesaid, by
written notification to Buyer no more than sixty (60) days from
the date of this Agreement, which notification shall specifically
designate the floor and square footage of space to be leased.
The terms and provisions of the lease shall be substantially in
the form of Exhibit "G" attached hereto and incorporated herein
by reference thereto. The written lease shall be completed and
executed by the parties thereto no more than ten (10) days
following any exercise of the Option to Lease, as hereinabove
provided. In the event that Meridian exercises said option, the
tenant under the lease may be Meridian Properties, Inc. and/or
its parent company, CoreStates Bank, N.A., and may be occupied by
consultants of CoreStates Bank, N.A. or other third party service
providers. Meridian's Option to Lease, as herein set forth,
shall not be assignable absent prior written consent of the
Buyer. In addition, in the event that Meridian exercises its
option to lease as aforesaid, the tenant under said lease shall
have no right to sublease the Property without the prior written
consent of the Buyer. Notwithstanding the above, in no event
shall the Option to Lease reserved to Meridian be exercised later
than Closing. In the event that the Option to Lease is exercised
by Meridian, any fit up for the leased premises shall be done at
the expense of Meridian and/or the tenant under the said lease,
pursuant to plans and specifications acceptable to Meridian
and/or the tenant under lease, on the one hand, and the Buyer.
IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound hereby, have caused this Agreement of Sale to be
duly executed, and their seals affixed, on the day hereinabove
first written.
MERIDIAN PROPERTIES, INC.
By: /s/ Xxxx X. Cover
("Seller")
BCB FINANCIAL SERVICES CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
("Buyer")
