Exhibit 10.1
PURCHASE AND SALE AGREEMENT
(Dekalb Plaza)
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the 26th day of May 2023 (the “Effective Date”), by and between (i) BSV DEKALB LLC, a Pennsylvania limited liability company (“Seller”); and (ii) THE VIEW AT MARLTON LLC, a Delaware limited liability company, its nominees, designees, or assignees (“Purchaser”).
RECITALS:
NOW, THEREFORE, in consideration of the “Deposit” (as hereinafter defined) to be posted by Purchaser, the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchaser and Seller hereby agree as follows:
Purchase and Sale Agreement- Dekalb Plaza | Page 1 |
Purchase and Sale Agreement- Dekalb Plaza | Page 2 |
Purchase and Sale Agreement- Dekalb Plaza | Page 3 |
Purchase and Sale Agreement- Dekalb Plaza | Page 4 |
Purchase and Sale Agreement- Dekalb Plaza | Page 5 |
Purchase and Sale Agreement- Dekalb Plaza | Page 6 |
The foregoing representations and warranties shall survive Closing for a period of nine (9) months.
Purchase and Sale Agreement- Dekalb Plaza | Page 7 |
Purchase and Sale Agreement- Dekalb Plaza | Page 8 |
Purchase and Sale Agreement- Dekalb Plaza | Page 9 |
If any one or more of the conditions set forth above are not satisfied as of the date specified for Closing hereunder, then Purchaser shall, at its option, either (a) waive such condition in writing and make full Closing under this Agreement without any adjustment in the Purchase Price, or (b) terminate this Agreement, whereupon the Deposit will be paid to the Purchaser and Purchaser and Seller shall be thereupon released from all further liability or obligation under the Agreement. Purchaser shall have the right to waive some or all of the foregoing conditions as determined in its sole and absolute discretion; provided, however, that no such waiver shall be effective or binding on Purchaser unless it is in writing and executed by Purchaser. The foregoing shall not affect Purchaser’s remedies if any of the foregoing conditions are not satisfied as a result of Seller’s default under this Agreement.
Purchase and Sale Agreement- Dekalb Plaza | Page 10 |
Purchase and Sale Agreement- Dekalb Plaza | Page 11 |
Purchase and Sale Agreement- Dekalb Plaza | Page 12 |
Purchase and Sale Agreement- Dekalb Plaza | Page 13 |
Purchase and Sale Agreement- Dekalb Plaza | Page 14 |
Purchase and Sale Agreement- Dekalb Plaza | Page 15 |
Purchase and Sale Agreement- Dekalb Plaza | Page 16 |
If to Seller: | c/o Broad Street Realty, Inc. 7250 Woodmont Avenue, Suite 350 Bethesda, Maryland 20814 Attn: Michael Z. Jacoby Telephone: (301) 828-1200 Electronic mail: Mjacoby@broadstreetllc.net
|
with a copy to: | Shulman, Rogers, Gandal, Pordy & Ecker, P.A. 12505 Park Potomac Avenue, Sixth Floor Potomac, Maryland 20854 Attention: Alexis H. Peters, Esquire Telephone: (301) 230-5236 Electronic mail: apeters@shulmanrogers.com
|
Purchase and Sale Agreement- Dekalb Plaza | Page 17 |
If to Purchaser: | c/o Abrams Realty and Development 310 Yorktown Plaza Elkins Park, PA 19027 Attention: Peter Abrams Telephone: (215) 881-9610 Electronic Mail: peter@abramsrealty-dev.com
|
with a copy to: | Kaplin Stewart 910 Harvest Drive Blue Bell, PA 19422 Attention: Jeffrey L. Silberman, Esquire Telephone: (610) 941-2518 Electronic Mail: jsilberman@kaplaw.com
|
If to Escrow Agent: | Keystone Agency, Inc. 928 Jaymor Road, Suite A-180 Southampton, PA 18966 Attention: Jerry Sokolow Telephone: (215) 732-3764 Electronic Mail: js@katitle.com
|
Notices shall be deemed delivered and received only upon actual delivery or attempted delivery (as evidenced by receipt) or upon sending by electronic mail (provided no rejection thereof is received by the sender ), provided that an electronic mail transmission is delivered within two business days by duplicate notice delivered as otherwise provided herein. For all purposes of this Agreement, the term “day” means a calendar day, and the term “business day” means any day Monday through Friday, except a federal holiday. Any period of time specified in this Agreement which would otherwise end upon a day that is not a business day shall be extended to, and shall end upon, the next following business day. Notices given by counsel on behalf of any party hereto shall be deemed effective as if given directly by such party.
Purchase and Sale Agreement- Dekalb Plaza | Page 18 |
Purchase and Sale Agreement- Dekalb Plaza | Page 19 |
Purchase and Sale Agreement- Dekalb Plaza | Page 20 |
Purchase and Sale Agreement- Dekalb Plaza | Page 21 |
[SIGNATURES BEGIN ON FOLLOWING PAGE]
Purchase and Sale Agreement- Dekalb Plaza | Page 22 |
IN WITNESS WHEREOF, and intending to be legally bound, the undersigned Purchaser and Seller have duly executed this Agreement under seal as of the Effective Date.
PURCHASER: | |
|
|
THE VIEW AT MARLTON LLC, | |
a Delaware limited liability company | |
|
|
|
|
By: | /s/ Peter Abrams |
Name: | Peter Abrams |
Title: | Managing Member ARD Lazgor, LLC |
SELLER: | ||
|
|
|
BSV DEKALB LLC, | ||
|
|
|
By: | Broad Street Ventures, LLC, | |
| Its Manager | |
|
|
|
|
|
|
| By: | /s/ Michael Z. Jacoby |
| Name: | Michael Z. Jacoby |
| Title: | Chief Executive Officer |
Escrow Agent hereby joins in the foregoing Purchase and Sale Agreement solely for the purpose of acknowledging and consenting to the provisions of Section 3 thereof regarding the Deposit.
ESCROW AGENT: | |
|
|
KEYSTONE AGENCY, INC. | |
|
|
|
|
By: | /s/ Michael S. Baurer |
Name: | Michael S. Baurer |
Title: | Closer |
Purchase and Sale Agreement- Dekalb Plaza | Page S-1 |