EXHIBIT 10.73
CONTRACT OF SALE FOR REAL ESTATE
THIS CONTRACT OF SALE FOR REAL ESTATE (hereinafter referred to as the
"Contract"), is made this 4th day of October 2001, by and between IGI,
Inc., a Delaware corporation, with its principal place of business located
at Lincoln Avenue and Wheat Road, Buena, New Jersey 08310 (hereinafter
referred to as the "Seller"), and Poultry Investors, L.L.C., a New Jersey
limited liability company, with its principal place of business located at
4375 S. Lincoln Avenue, Vineland, New Jersey 08361 (hereinafter referred to
as "Buyer").
1. PURCHASE CONTRACT. The Seller agrees to sell and the Buyer
agrees to buy the real property descried in this Contract. In
this Contract, such real property shall be hereinafter referred
to as the "Property".
2. PROPERTY. The Property to be sold by Seller and purchased by
Buyer under the terms of this Contract consists of the real
property, as described in Schedule A annexed hereto and made a
part of this Contract, together with any and all improvements
erected thereon, and privileges, rights, easements and
appurtenances thereunto belonging or appertaining, including,
without limitation, a +/- 10,516 square foot, free-standing
office building, located at and commonly known as Wheat Road &
Lincoln Avenue, Township of Buena Vista, County of Atlantic,
State of New Jersey, to be designated upon approval by the
Township of Buena Vista, as well as any and all other necessary
country and state governmental bodies, of the pending minor
subdivision application (see Paragraph 13 of this Contract) on
the municipal tax map of the Township of Buena Vista as Block
5501, Lot 23.01. Seller represents that it is the sole owner of
the Property.
3. PURCHASE PRICE. The total purchase price to be paid by the
Buyer to the Seller for the Property shall be $550,000.00
dollars (U.S.) (hereinafter referred to as the "Purchase
Price"), payable in accordance with the terms set forth in
Paragraph 4 of this Contract.
4. PAYMENT TERMS OF PURCHASE PRICE. The Buyer shall pay to the
Seller the Purchase Price as follows:
On or before execution of this Contract $ 15,000.00
(U.S.)
(hereinafter referred to as the "Deposit")
Balance to be paid in cash at closing of title $535,000.00
(U.S.)
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5. ESCROW ACCOUNT.
a. The Deposit monies paid pursuant to the terms of Paragraph 4
of this Contract shall be held and maintained by COLLIERS
LANARD & AXILBUND ("CL&A") in an interest bearing escrow
account in accordance with the terms of the Escrow Agreement
annexed hereto as Exhibit A and made a part of this Contract,
until such time as the closing of title and/or cancellation of
this Contract. Any and all interest accruing on the Deposit
monies shall be paid to Buyer in accordance with the terms
hereof, unless Buyer violates, breaches, fails to perform
and/or otherwise defaults on its obligations under the terms
this Contract as provided for by Paragraph 24 of this Contract
(BUYER'S DEFAULT), in which event any and all Deposit monies,
including any and all interest accrued thereon, shall be paid
to Seller in accordance therewith; and the Seller and Buyer
hereby agree and authorize same.
b. All amounts paid to the Seller by the Buyer at closing of
title in accordance with the terms of this Contract shall be
paid by check drawn on the escrow account maintained by
COLLIERS LANARD & AXILBUND for this transaction as per the
terms of the Escrow Agreement annexed hereto as Exhibit A and
made a part of this Contract.
6. SETTLEMENT AND CLOSING. Closing and settlement of title shall
take place at the offices of Buyer's attorney, or the offices
of such title insurance agency as designated by Buyer upon
written notice to Seller given at least three (3) business days
prior thereto, on the fifteenth (15th) business day immediately
following the date upon which any and all contingencies set
forth in Paragraphs 12-15 of this Contract have been fully
satisfied and/or otherwise waived in writing by the Buyer and
Seller (hereinafter referred to as the "Closing Date"), at
which time any and all payments herein required under the terms
of Paragraph 4 above shall be made promptly in accordance with
the terms of this Contract. Either party to this Contract shall
have the right to make time of the essence for a closing on ten
(10) business days prior written notice to the other party
given on or after the Closing Date under this Contract in
accordance with the notice requirements of Paragraph 35 of this
Contract.
7. TRANSFER OF OWNERSHIP AND POSSESSION.
a. At closing of title to take place on the Closing Date,
possession and transfer of ownership of the Property shall be
given to the Buyer by Seller's delivery to Buyer of a properly
executed Bargain and Sale Deed with Covenants Against Grantor's
Acts, together with adequate affidavit of title. On the Closing
Date, Seller shall also deliver to the Buyer any and all
computerized access cards to the Property in Seller's
possession.
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b. The title insurance company, duly authorized to do business
in the State of New Jersey, designated by the Buyer to conduct
settlement on the closing of title for the Property hereunder
shall be solely responsible for the timely and proper recording
of the Deed for the Property, as delivered by the Seller to the
Buyer under Paragraph 7(a) above, with any and all necessary
municipal, county, state and/or federal governmental
departments, bodies, agencies and/or other recording offices.
8. QUALITY OF TITLE.
a. Subject to the terms of Paragraph 11 of this Contract, title
to the Property to be conveyed by Seller to the Buyer shall be
a clear title of record, free of all liens and encumbrances,
except and subject to such encumbrances, easements, rights,
rights of way, recorded and unrecorded, and matters which an
accurate survey would disclose, and also subject to existing
restrictions of record and/or physically noticeable easements,
governmental regulations regarding sale, possible street
improvements, if any, and to provisions of the zoning ordinance
and/or any other act or ordinance affecting the use of and
improvements to the Property. Title to the Property to be
conveyed by Seller to Buyer shall be insurable at the Buyer's
sole cost and expense at regular rates by any responsible title
insurance company, but Buyer shall have the option of taking
such title as the Seller can give, without abatement of price.
b. The Buyer expressly acknowledges and agrees that Seller
shall have the right of paying off any person and/or entity
with a lien, claim or other right affecting the Property from
the proceeds of this sale upon closing of title on the Closing
Date.
9. FIXTURES, ETC. All gas, electric, heating, mechanical, air-
conditioning, alarm and plumbing fixtures and/or systems, if
any, existing on the Property as of the Date of this Contract,
as well as such trees, shrubbery and plants in ground, which
are on the Property as of the Date of this Contract, are
included in the sale of the Property under this Contract,
unless otherwise specifically reserved and excluded under the
terms of this Contract. The parties hereto acknowledge and
agree that the Seller's phone systems and computer systems,
together with any and all related equipment thereto, currently
utilized on the Property are excluded from the sale of the
Property under this Contract.
10. APPORTIONMENT OF EXPENSES AND ADJUSMENTS AT CLOSING.
a. The Seller shall be solely responsible to pay all costs and
expenses associated with the Property up to and including the
Closing Date, at which time title shall be transferred to
Buyer, and Buyer shall thereafter be solely responsible to pay
any
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and all costs and expenses relating to the Property. In
accordance the foregoing, any and all taxes, assessments, water
rent, sewer rent, interest on encumbrances and/or other
carrying costs for the Property shall be apportioned between
the Seller and Buyer up to the Closing Date.
b. The Seller shall be solely responsible to pay any and all
costs and fees incurred for the drawing of the Deed for the
Property to be delivered hereunder by Seller to the Buyer on
the Closing Date.
c. Seller shall be solely responsible to pay any and all State
and Local Realty Transfer Taxes relating to the sale of the
Property to the Buyer under this Contract.
d. The Buyer shall be solely responsible for the payment of any
and all costs, fees and expenses for the survey and title
insurance on the Property.
e. Subject to the terms of Paragraph 18 of this Contract, the
Buyer shall be solely responsible to pay all costs, fees and
expenses, if any, for obtaining a Certificate of Occupancy for
the Property for use as an office building if so required by
any applicable municipal, county and/or state ordinance,
regulation, statue and/or law governing the Property.
f. The Buyer shall be solely responsible for the payment of any
and all costs, fees and expenses of and/or charged by any and
all title insurance companies for, arising from and/or relating
to its services in conducting settlement on closing of title to
the Property pursuant to this Contract.
11. TRANSFER OF TITLE FREE OF LIENS.
a. The Seller agrees to transfer and the Buyer agrees to accept
ownership of the Property free of all claims and/or rights of
others, except for:
(i) The rights, title and/or interest of any and all
utility companies to maintain pipes, poles, cables, wires
and/or any other similar materials over, on, under and/or
above the streets, sidewalks, and/or land which is part
of the Property and/or part of any property adjacent
thereto, to any house, building, structure and/or other
improvement located on the Property and/or adjacent
thereto;
(ii) Any and all agreements, documents and/or other
written instruments of record, which impose reasonable
limitations on the normal use of the Property, provided
there exists no violations as to the terms of any such
agreements, documents and/or other written instruments of
record;
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(iii) Any and all items of record included as part of
the description of the Property as set forth on Schedule
A annexed hereto and made a part of this Contract; and/or
(iv) Such encumbrances, easements, rights, rights of
way, recorded and unrecorded, and matters which an
accurate survey would disclose, restrictions of record
and/or physically noticeable easements, governmental
regulations regarding sale, street improvements, if any,
and zoning ordinances and/or any other regulations,
ordinances, statutes or laws affecting the use of and/or
improvements to the Property.
b. Title to the Property to be conveyed by the Seller to the
Buyer pursuant to the terms of this Contract shall be insurable
at the Buyer's sole cost and expense at regular rates by any
reputable title insurance company authorized to do business in
the State of New Jersey, subject only to those exceptions set
forth in Paragraph 11(a)(i)-(iv) above.
c. The title insurance company, duly authorized to do business
in the State of New Jersey, designated by the Buyer to conduct
settlement on closing of title for the Property hereunder shall
be solely responsible to arrange for the satisfaction of any
and all liens and/or other encumbrances on the Property as may
be required pursuant to the terms of this Contract, including,
without limitation, arranging for the preparation, execution
and filing of any all documents or other written instruments
with any and all necessary municipal, county, state and/or
federal governmental departments, agencies and/or other
recording offices in order to release and/or remove from title
of record for the Property any and all such liens and/or
encumbrances.
d. The Buyer shall provide the Seller, at least ten (10)
business days prior to the Closing Date, with a true and
accurate copy of the title report and survey obtained by the
Buyer for the Property.
12. CONDITION PRECEDENT - DRIVEWAY EASEMENT.
a. The Seller agrees to grant to the Buyer an easement over the
parcel of property, title to which shall remain with the
Seller, which upon approval by the Township of Buena Vista, as
well as all other necessary country and state governmental
bodies of the pending minor subdivision application (see
Paragraph 13 of this Contract), shall be designated on the
municipal tax map of the Township of Buena Vista as Block 5501,
Lot 23 (hereinafter referred to as "Lot 23"), for the sole
purpose of providing Buyer with the right of access to and use
of five parking spaces in such location as mutually designated
by the Seller and Buyer in as close
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proximity as possible to the Property to be conveyed to Buyer
under this Contract, but in no event shall the five (5) parking
spaces be located in front of the building located on Lot 23.
b. Within forty-five (45) days of the Date of this Contract,
the Buyer and Seller shall, subject to the expressed provisions
of Paragraph 12(a), mutually agree upon the location and
remaining terms of the easement to be granted under Paragraph
12 of this Contract. The Buyer shall be responsible for payment
of any and all costs, fees and expenses for the drafting of
such easement. In the event the Seller and the Buyer are unable
to mutually agree upon the location and remaining terms of the
easement within 45 days of the Date of this Contract, this
Contract shall automatically, without further action and/or
notice by either party hereto, terminate (unless the parties
shall enter into a written extension thereof and/or otherwise
agree in writing), whereby this Contract shall be null and void
and of no further force and effect, and any and all Deposit
monies, including any and all interest accrued thereon, shall
be returned to Buyer.
13. CONDITION PRECEDENT - SUBDIVISION APPROVAL. This Contract is
contingent upon the Seller's ability, at its sole cost and
expense, to obtain final, non-appealable (governmental and
judicial) minor subdivision approval from the appropriate
governmental authorities in the Township of Buena Vista,
Atlantic Country, and the State of New Jersey, to divide the
Property from the total property of which it is a part. Seller
agrees at its sole cost and expense to diligently pursue final,
non-appealable (governmental and judicial) minor subdivision
approval to permit the conveyance of the Property in accordance
with the terms of this Contract. In the event the Seller is
unable to obtain final, non-appealable (governmental and
judicial) minor subdivision approval as required by the terms
of this Paragraph 13 on or before March 5, 2002, either party
hereto may elect to terminate this Contract upon written notice
to the other party hereto delivered in accordance with the
notice requirements of Paragraph 35 of this Contract. If either
party elects to cancel this Contract under the terms of this
Paragraph 13, within the time period and in the manner so
specified above, this Contract shall be null and void and of no
further force and effect, and any and all Deposit monies,
including any and all interest accrued thereon, shall be
returned to the Buyer. Should this Contract fail to be canceled
as provided under the terms of this Paragraph 13, it shall be
deemed that the conditions set out in this Paragraph 13 have
been satisfied or waived by the Buyer, and this Contract shall
remain in full force and effect.
14. CONDITION PRECEDENT - ISRA. This Contract shall be contingent
upon Seller's ability, at its sole cost and expense, to obtain
from the New Jersey Department of Environmental Protection
(hereinafter referred to as the "NJDEP") a certification, in
the form of a letter of non-applicability, that the New Jersey
Industrial Site Recovery Act (hereinafter referred to as
"ISRA"), N.J. S. A.
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13:1K-6 et seq., does not apply to the transfer of the Property
from Seller to Buyer under this Contract (hereinafter referred
to as the "ISRA LNA"). Seller agrees to diligently pursue, at
its sole cost and expense, the ISRA LNA. In the event the
Seller is unable to obtain the ISRA LNA as required by the
terms of this Paragraph 14 within 120 days of the Date of this
Contract, this Contract shall automatically, without further
action and/or notice by either party hereto, terminate (unless
the parties shall enter into a written extension thereof and/or
otherwise agree in writing), whereby this Contract shall be
null and void and of no further force and effect, and any and
all Deposit monies, including any and all interest accrued
thereon, shall be returned to Buyer. The parties hereto
expressly acknowledge and agree that nothing contained in this
Paragraph 14 and/or any other term of this Contract shall
require the Seller to pursue and/or obtain from NJDEP a
"negative declaration" and/or "no further action letter" with
respect to the Property and/or otherwise require Seller to
submit to NJDEP a Site Investigation Report or Remedial Action
Work Plan and/or otherwise remediate the Premises pursuant ISRA
and/or any other local, state and/or federal environmental
laws, statutes, rules, regulations and/or ordinances.
15. CONDITION PRECEDENT - PHASE I ENVIRONMENTAL SURVEY.
a. Within thirty (30) business days of the Date of this
Contract, Seller shall at its sole cost and expense deliver to
the Buyer a Phase I Environmental Survey performed by an
environmental consultant selected and retained by Seller
(hereinafter referred to as the "Environmental Survey"). In the
event the Environmental Survey discloses the existence of
actionable levels of asbestos and/or actionable levels of
hazardous substances (as defined by state and federal
environmental statutes, rules, regulations and laws) on the
Property and/or the presence of any abandoned underground
storage tanks ("USTs") containing and/or which previously
contained heating oil, petroleum products and/or other
hazardous substances (excluding any and all USTs properly
closed in place by the Seller and/or any prior owner of the
Property prior to the Date of this Contract), either party may,
within ten (10) business days immediately following Seller's
delivery to Buyer of the Environmental Survey, elect to cancel
this Contract upon written notice to the other party, with
delivery thereof on or before the tenth (10th) business day
immediately following the Buyer's receipt of the Environmental
Survey in accordance with the notice requirements of Paragraph
35 of this Contract. If either party elects to cancel this
Contract within such time period and in the manner so specified
above, this Contract shall be null and void and of no further
force and effect, and any and all Deposit monies, including any
and all interest accrued thereon, shall be returned to the
Buyer. Should neither party cancel the Contract as provided
under the terms of this Paragraph 15(a), it shall be deemed
that the conditions set out in this Paragraph 15(a) have been
satisfied or waived by Buyer, and this Contract shall remain in
full force and effect.
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b. Seller represents and warrants that it has completed and
correctly answered to the best of its knowledge the
Environmental Questionnaire annexed hereto as Schedule B and
made a part of this Contract. In the event the answers and/or
other information contained in the Environmental Questionnaire
are deemed to be unsatisfactory to the Buyer and/or its
attorney, the Buyer may cancel this Contract upon written
notice to the Seller within five (5) business days of the Date
of this Contract, with delivery thereof in accordance with
notice requirements of Paragraph 35 of this Agreement on or
before the 5th business day following the Date of this
Contract. If the Buyer elects to cancel this Contract within
such time period and in the manner so specified above in this
Paragraph 15(b), this Contract shall be null and void and of no
further force and effect, and any and all Deposit monies,
including any and all interest accrued thereon, shall be
returned to the Buyer. If this Contract is not cancelled under
the terms of this Paragraph 15(b), it shall be deemed that the
Buyer has waived any of the conditions, claims and/or rights to
cancel this Contract under the terms of this Paragraph 15(b),
and this Contract shall remain in full force and effect. The
parties hereto expressly acknowledge and agree that nothing
contained in this Paragraph 15(b) or other term of this
Contract shall require and/or obligate the Seller to take any
action whatsoever with respect to any condition, issue and/or
matter disclosed in and/or relating to the Environmental
Questionnaire.
16. SELLER TO COOPERATE WITH BUYER FOR TAX FREE EXCHANGE. Seller
agrees to cooperate with Buyer, at no loss, cost, liability
and/or expense of any kind whatsoever to Seller, in closing of
the transfer of the Property pursuant to the terms of this
Contract as a "Like-Kind Exchange" under Section 1031 of the
Internal Revenue Code of 1986, as amended. Accordingly, and as
per IRS Regulation 1.1031(k)-(1)(g)(4), the parties hereto
acknowledge and agree that if Buyer decides to complete a
Section 1031 exchange for the Property under this Contract,
then Buyer's rights in and under this Contract will be assigned
to a qualified intermediary, who will act in the place of Buyer
subject to any and all terms of this Contract for the sole
purpose of effecting the "Like-Kind Exchange" of the Property
hereunder, pursuant to an "Exchange Addendum & Assignment
Agreement" (in the form attached hereto as Exhibit B) to be
executed by the Seller, the Buyer and such qualified
intermediary, and thereafter shall be incorporated into and
made a part of this Contract.
17. FLOOD AREA. The parties are aware that certain federal and
state governmental authorities may have designated areas within
the State of New Jersey as "flood areas", which means such
areas are more likely to have, incur, suffer and/or be subject
to floods or flooding. If the Buyer determines that the
Property has been designated by any federal or state
governmental authorities to be located in a "flood area", the
Buyer may cancel this Contract upon written notice to the
Seller within thirty (30) days of the Date of this Contract,
with delivery thereof in accordance with the notice
requirements of Paragraph 35 of
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this Contract on or before the 30th day following the Date of
this Contract. If the Buyer elects to cancel this Contract
under the terms of this Paragraph 17 within such time period
and in the manner so specified above, this Contract shall be
null and void and of no further force and effect, and any and
all Deposit monies, including any and all interest accrued
thereon, shall be returned to the Buyer. Should the Buyer have
the right to cancel this Contract under this Paragraph 17, but
elects not to so cancel this Contract under the terms hereof,
it shall be deemed that the Buyer has waived any and all of the
conditions, claims and/or rights to cancel this Contract under
the terms of this Paragraph 17, and this Contract shall remain
in full force and effect.
18. BUIDLING AND ZONING LAWS. The Buyer has advised the Seller that
it is purchasing the Property under this Contract for the
intended use as an office building similar to and consistent
with the current use of the Property by the Seller. The Seller
represents and warrants to the Buyer that to the best of its
knowledge the use of the Property as an office building does
not violate any existing zoning ordinances, building codes
and/or other applicable laws to which the Property is subject.
In the event the Buyer determines within thirty (30) days of
the Date of this Contract that its intended use of the Property
as an office building is prohibited and/or violates any
existing zoning ordinances, building codes and/or other
applicable laws to which the Property is subject, Buyer shall
give Seller written notice thereof within forty-five (45) days
of the Date of this Contract. Within ten (10) business days of
the Buyer's delivery to the Seller of the foregoing notice in
accordance with the notice requirements of Paragraph 35 of this
Contract, either party may elect to cancel this Contract upon
written notice to the other party with delivery thereof in
accordance with the notice requirements of Paragraph 35 of this
Contract on or before the 10th business day following the
Buyer's delivery to the Seller of the first notice required
under this Paragraph 18 as set forth above. If either party
elects to cancel this Contract within such time period and in
the manner so specified above, this Contract shall be null and
void and of no further force and effect, and any and all
Deposit monies, including any and all interest accrued thereon,
shall be returned to the Buyer. If the right to cancel this
Contract arises by operation of the terms of this Paragraph 18,
but neither party hereto elects to so cancel this Contract
under the terms of this Paragraph 18, it shall be deemed that
any and all conditions, claims and/or rights to cancel this
Contract under the terms of this Paragraph 18 have been waived,
and this Contract shall remain in full force and effect. In the
event it is determined that the use of the Property as an
office building is prohibited and/or violates any existing
zoning ordinance, building codes and/or other applicable laws
to which the Property is subject, the parties hereto expressly
acknowledge and agree that nothing contained in this Paragraph
18 and/or any other term of this Contract shall require the
Seller to take any action whatsoever to remedy and/or otherwise
correct any such prohibition and/or violation thereof.
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19. LOCATION OF UTILITES. Within thirty (30) days of the Date of
this Contract, the Seller shall provide the Buyer with written
notice, delivered in accordance with the notice requirements of
Paragraph 35 of this Contract, of the location of any and all
gas, telephone, water, sewer and electric lines serving the
Property of which the Seller has knowledge.
20. "FIRPTA" CERTIFICATE. Seller hereby represents and warrants to
Buyer that Seller is not a foreign corporation, foreign
partnership, foreign trust or foreign estate (as those terms
are defined in the Internal Revenue Code of 1986, as amended).
At settlement and closing of title on the Closing Date, Seller
shall deliver to Buyer a written certification in the form
attached hereto as Exhibit C and made a part of this Contract
(hereinafter referred to as the "FIRPTA Certification"), dated
no earlier than ten (10) days prior to the Closing Date, which
FIRPTA Certification is in compliance with Internal Revenue
Code of 1986, as amended (the "Act"), and the regulations
promulgated thereunder that are imposed by the Foreign
Investment in Real Property Tax Act (FIRPTA"), and certifying
that Seller is not a person or entity subject to withholding
under FIRPTA, and containing Seller's tax identification number
and address.
21. RECORDING PROHIBITED. The Buyer and Seller expressly
acknowledge and agree that neither party may record this
Contract. Any attempted recording of this Contract in violation
of the terms hereof by the Buyer is unjustified and shall
constitute a slander of Seller's title. The recording of this
Contract by the Buyer shall at the sole option of the Seller be
deemed a breach, violation and/or default by the Buyer of this
Contract, entitling the Seller to any and all remedies provided
for under Paragraph 24 of this Contract and/or otherwise
available to Seller at law or equity.
22. COMMISSIONS. Seller hereby agrees to pay COLLIERS LANARD &
AXILBUND (hereinafter referred to as "CL&A") for its services
rendered in bringing about the sale of the Property under this
Contract, a commission of SIX (6%) PERCENT of the Purchase
Price (hereinafter referred to as the "Commission"), which
Commission shall be due, owing and payable by Seller to CL&A,
only if and upon settlement and closing of title to the
Property on the Closing Date. Seller shall have no obligation
of any kind whatsoever to pay the Commission, in whole or part,
to CL&A in the event either party hereto cancels this Contract
and/or closing of title to the Property under this Contract
does not otherwise occur for any reason whatsoever. The Buyer
expressly acknowledges and agrees that Seller shall pay the
Commission to CL&A from the proceeds of this sale at the time
of the closing of title on the Closing Date.
23. "AS IS" CONDITION. The parties hereto expressly acknowledge,
understand and agree that Buyer has waived the right to
inspection of the Property and that the Property is and has
been purchased by the Buyer in its present physical or "as
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is" condition without any representations thereto by the Seller
and/or any agent or representation of Seller, including without
limitation, the CL&A (the selling agent), and Seller shall not
be responsible or liable for any contract, condition or
stipulation not specifically set forth herein relating to or
affecting the physical conditions of the Property. Upon
transfer of title on the Closing Date, the Property shall be
delivered by Seller to Buyer in "broom clean" condition with
all of Seller's furniture, equipment and any other property
(excluding such items to be transferred to Buyer as provided
under the terms Paragraph 9 hereof), including, without
limitation, any and all partitions, cubicles and similar
portable barriers, having been removed by Seller prior thereto.
Buyer shall have the right to inspect the Property within 72
hours of the Closing Date for the sole purpose of ensuring that
the Seller has complied with its obligations under this
Paragraph 23. The parties expressly acknowledge and agree that
nothing contained in this Paragraph 23 shall be deemed to be,
operate as, create and/or otherwise constitute a contingency of
any kind whatsoever under this Contract nor shall it give Buyer
any rights and/or claims relating to the Property and/or this
Contract beyond those specifically described in this Paragraph
23. Further, and in accordance with the foregoing, the parties
expressly acknowledge and agree that under no circumstances
whatsoever shall this Paragraph 23 and/or the right to
inspection provided thereby, permit, require and/or otherwise
serve as the basis for any adjustment, modification or
reduction to the Purchase Price, and Buyer shall not make any
such claim for an adjustment to the Purchase Price resulting
from any matter or condition discovered and/or disclosed by any
such inspection conducted by Buyer under this Paragraph 23.
24. BUYER'S DEFAULT. Unless expressly provided herein to the
contrary, in the event settlement and closing of title on the
Property is not made in accordance with the terms of this
Contract due to Buyer's breach, violation, default or other
failure to perform under this Contract and/or due to no fault
of Seller, any and all Deposit monies, including any and all
interest accrued thereon, shall be retained and paid to the
Seller as assessed and liquidated damages.
25. ASSIGNMENT BY BUYER. The Buyer may assign this Contract to one
or more persons and/or entities upon the written consent of the
Seller being first had and obtained thereto.
26. BUYER'S REPRESENTATIONS. Buyer makes the following
representations and warranties to Seller, and Buyer expressly
acknowledges and agrees of and to Seller's reliance thereon in
entering into this Contract:
a. Buyer represents and warrants that it has all requisite
right, power, title and authority to enter into this Contract
and to comply with the terms hereof, and it is not prohibited
nor prevented in any manner whatsoever, by any oral or written
contract, covenant, restriction, affiliation and/or
relationship of any kind
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whatsoever with any third party, from executing, delivering
and/or performing this Contract and/or any of the terms hereof,
nor is Buyer required to obtain the consent of any third party,
by virtue of any oral or written contract, covenant,
restriction, affiliation and/or other relationship of any kind
whatsoever with any third party, to execute, deliver and/or
perform this Contract and/or any of the terms hereof.
b. Buyer represents and warrants that it is a limited liability
company duly authorized, validly existing and in good standing
under the laws of the State of New Jersey and has all requisite
rights, power and authority to enter into this Contract. Buyer
further represents and warrants that the member of Buyer, who
has signed this Contract on behalf of Buyer, is fully
authorized with all requisite corporate action and authority to
act on behalf of Buyer and to bind Buyer to this Contract and
the terms hereof.
27. SELLER'S REPRESENTATIONS. Seller makes the following
representations and warranties to Buyer, and Seller expressly
acknowledges and agrees of and to Buyer's reliance thereon in
entering into this Contract:
a. Seller represents and warrants that it has all requisite
right, power, title and authority to enter into this Contract
and to comply with the terms hereof, and it is not prohibited
nor prevented in any manner whatsoever, by any oral or written
contract, covenant, restriction, affiliation and/or
relationship of any kind whatsoever with any third party, from
executing, delivering and/or performing this Contract and/or
any of the terms hereof, and Seller has obtained the necessary
consent from any and all of all third parties which are
required, by virtue of such oral or written contracts,
covenants, restrictions, affiliations and/or other
relationship, between Seller and such any third parties, to
permit the execution, delivery and/or performance this Contract
and/or any of the terms hereof.
b. Seller represents and warrants that it is a corporation duly
authorized, validly existing and in good standing under the
laws of the State of Delaware. Seller represents and warrants
that is a foreign corporation duly authorized to do business in
the State of New Jersey and is in good standing under the laws
thereof. Seller represents and warrants that it has all
requisite rights, power and authority to enter into this
Contract. Seller further represents and warrants that the
corporate officer of Seller, who has signed this Contract on
behalf of Seller, is fully authorized with all requisite
corporate action and authority to act on behalf of Seller and
to bind Seller to this Contract and the terms hereof.
c. Seller represents and warrants that there are no tenants on,
in or occupying the buildings, improvements or other structures
located on the Property nor is the Property or any building,
improvement or structure located thereon subject to any
existing lease agreement, oral or written. Seller further
represents, warrants and
12
agrees that neither the Property, nor any of the buildings,
improvements or structures located thereon, shall at any time
to prior to the Closing Date be leased to any third party
tenant without the express written consent of the Buyer.
d. Seller represents and warrants that to the best of its
knowledge there are no "hazardous substances" and/or "hazardous
wastes" (as such terms are defined by any and all federal
and/or New Jersey environmental laws, statues, regulations
and/or ordinances) on or at the Property or affecting the
groundwater under the Property. Seller further represents and
warrants that to the best of its knowledge the Property has
never been used as a dump site for public or commercial refuse
or as a landfill.
e. Seller represents and warrants that to the best of its
knowledge neither the Property, nor any part or portion
thereof, constitutes and/or is classified as Freshwater
Wetlands, as such term is defined by federal and/or New Jersey
laws, statutes, regulations and/or ordinances.
f. Seller represent and warrants that to the best of its
knowledge all buildings, driveways and other improvements on
the Property are within the boundary lines thereof and no
improvement on adjoining properties extend across the boundary
lines of the Property to be conveyed hereunder.
28. ENTIRE CONTRACT. This Contract contains the whole contract
between the Buyer and Seller with respect hereto and there are
no other terms, obligations, covenants, representations,
statements or conditions, oral or otherwise, of any kind
whatsoever.
29. MODIFICATIONS AND WAIVERS. No purported amendment, modification
or waiver of any provision of this Contract shall be binding
unless set forth in a written document signed by each of the
parties hereto.
30. CONTROLLING LAW. This Contract shall be interpreted, construed
and enforced in accordance with the laws of the State of New
Jersey. The Buyer and Seller each hereby submit themselves and
consent to the jurisdiction of the state and federal courts of
New Jersey with respect to any and all actions that may be
commenced by any party hereto relating to this Contract.
31. NEUTRAL CONSTRUCTION. This Contract is the product of
negotiations between the parties and shall be construed
neutrally, without regard to the identity of the party who drew
it.
13
32. SECTION HEADINGS. Paragraph and/or Section headings as used and
provided for in this Contract are for convenience only and
shall not effect the construction and/or interpretation of this
Contract.
33. INTERPRETATION. Any and all references in this Contract to the
plural shall also mean the singular and the singular shall also
mean the plural unless the context otherwise requires. The
words "hereof", "herein", "hereunder", "this Contract", "the
Contract" and words of similar import when used in this
Contract shall refer to this Contract as a whole and not to any
particular provision of this Contract unless the context
otherwise requires. The word "including" when used in this
Contract shall mean "including, without limitation". "And" and
"or" as used in this Contract shall be interpreted
conjunctively and shall not be interpreted disjunctively to
exclude any information otherwise within the scope thereof.
34. LEGAL ADVICE OF COUNSEL. The parties hereto have each obtained
legal advice concerning this Contract from attorneys of their own
choosing and have not relied on anything the other party or the
other party's attorneys have said in deciding to sign this
Contract.
35. NOTICES. Any and all written notices and/or other written
communications required and/or permitted to be given under this
Contract shall be deemed to be duly delivered and effective:
(i) when actually received by the party to whom it is directed
if hand-delivered, (ii) if placed with a reputable overnight
carrier for delivery to the party to who it is directed, on the
first business day following the sending party's placement for
pre-paid delivery thereof via reliable overnight carrier, or
(iii) three (3) days after deposit in the U.S. mail, for
delivery by certified or registered mail, return receipt
requested, postage prepaid, provided such notice is also sent
via facsimile on the same day it was deposited into the U.S.
mail. Any and all notices shall be directed to the parties at
the addresses and fax nos. set forth below, unless any party
hereto should change its address and/or fax no. for notice
purposes by providing the other party with written notice of
such new address and/or fax no. in accordance with and pursuant
to the terms of this Paragraph 35, but any such changes shall
not be effective until actually received by each of the other
party.
As to Seller: With Copy to Counsel for Seller:
Domenic Golato Diane L. Mulligan, Esq.
Senior Vice President & CFO Edell & Associates, P.C.
IGI, Inc. 1776 On the Green - 8th Floor
Lincoln Avenue & Wheat Road Morristown, N.J. 07960
Buena, N.J. 08310 Fax No. (973) 605-1812
Fax No. (856) 697-1186
14
As to Buyer: With Copy to Counsel for Buyer:
Poultry Investors, L.L.C. Bennett I. Bardfeld, Esq.
4375 S. Lincoln Avenue 1021 A E. Chestnut Avenue
Vineland, N.J. 08361 Vineland, N.J. 08360
Attn: Mr. Victor Rone Fax No. (856) 691-7480
Fax No. (856) 327-9442
36. GOOD FAITH PERFORMANCE. The parties hereto each acknowledge and
recognize their duty to act in good faith and deal fairly with
respect to this Contract and the matters addressed herein. As
such, the parties specifically incorporate by reference the
covenant of good faith and fair dealing applicable under New
Jersey law to all contracts, and each party hereto expressly
represents and warrants that they shall at all times act in
good faith in performance, compliance, and fulfillment of this
Contract and the terms hereof, in whole or part.
37. ATTORNEYS' FEES. Buyer and Seller each hereby acknowledge and
agree that they shall each be responsible for payment of their
own legal fees, costs and expenses incurred with respect to
this Contract and the transaction contemplated hereunder.
38. EFFECTIVE DATE. This Contract is hereby deemed effective as of
October 4, 2001, which throughout this Contract has been
referred to as the "Date of this Contract".
15
IN WITNESS WHEREOF, the said parties have hereunto set their hands
the day and year first above written.
SELLER
Signed and Sworn to Before Me IGI, Inc.
This 4th Day of October 2001.
/s/ Linda Hanson By: /s/ Domenic N. Golato
- ------------------------- ----------------------
Notary Public Domenic Golato
Senior Vice President
LINDA HANSON
NOTARY PUBLIC OF NJ
COMM. EXPIRES 1/26/2004
ID# 2221492
BUYER
Signed and Sworn to Before Me POULTRY INVESTORS, L.L.C.
This 4th Day of October 2001.
/s/ Linda Hanson By: /s/ Victor F. Rone
- ------------------------- ----------------------
Notary Public Victor Rone
Managing Member
LINDA HANSON
NOTARY PUBLIC OF NJ
COMM. EXPIRES 1/26/2004
ID# 2221492
16
SCHEDULE A
17
STEPHEN C. MARTINELLI, LS, LLC
Professional Land Surveying and Planning
127 Route 50
Ocean View, NJ 08230
===========================================================================
Phone (609) 390-9618
Fax (609) 390-9534
e-mail: scmpls@bellatlantic.net
Being all that certain lot, tract or parcel of land situate in the Township
of Buena Vista, County of Atlantic and State of New Jersey bound and
described as follows:
BEGINNING at the intersection of the centerlines of Lincoln Avenue (a.k.a.
Atlantic County Route No. 655) and Wheat Road (a.k.a. Atlantic County Route
No. 619) as widened to 35 feet from the centers of both; and extending
thence
1. North 88 degrees 40 minutes 00 seconds East, along the aforementioned
centerline of Wheat Road, a distance of 109.96 feet to a point;
thence
2. South 01 degrees 20 minutes 00 seconds East, along the division line
between Lot 1 and Lot 23.01, in Block 5501 (Tax Map), a distance of
410.00 feet to a point, said point being a corner common to Lot 23,
Lot 23.01 and in the Northwest line of Lot 1, in said Block; thence
3. North 43 degrees 20 minutes 00 seconds West, along the division line
between Lot 23 and Lot 23.01 in said Block, a distance of 378.27 feet
to the aforementioned centerline of Lincoln Avenue; thence
4. North 46 degrees 40 minutes 00 seconds East, along the same, a
distance of 192.63 feet to the POINT OF BEGINNING
Containing 1.12 acres (excluding R.O.W.)
BEING Lot 23.01 in Block 5501 as shown on the Tax Map of the Township of
Buena Vista.
ALSO BEING Lot 23.01 as shown on "Plan of Minor Subdivision" of Lots 22.02
and 23 in Block 5501 prepared by Stephen C. Martinelli, L.S., L.L.C., Ocean
View, New Jersey, dated August 10, 2001 to be filed by Deed.
TOGETHER WITH the right to a Driveway Easement over Lot 23 as shown on
above referenced Plan for the benefit of Lot 23.01 as described
hereinafter.
SUBJECT TO rights both public and private to that portion of Lincoln Avenue
and Wheat Road affecting subject property.
ALSO BEING SUBJECT TO two Sight Triangle Easements as shown on above
referenced Plan and described hereinafter.
Description prepared August 15, 2001, revised August 27, 2001.
Project No. 9603
"An Equal Opportunity Employer"
18
/s/ Stephen C. Martinelli
- -----------------------------------
Stephen C. Martinelli, PLS
NJ License No. 30089
9603.d3
"An Equal Opportunity Employer"
19
STEPHEN C. MARTINELLI, LS, LLC
Professional Land Surveying and Planning
127 Route 50
Ocean View, NJ 08230
===========================================================================
Phone (609) 390-9618
Fax (609) 390-9534
e-mail: scmpls@bellatlantic.net
30 X 100 FOOT SIGHT TRIANGLE EASEMENT
Being all that certain lot, tract or parcel of land situate in the Township
of Buena Vista, County of Atlantic and State of New Jersey bound and
described as follows:
BEGINNING at a point in the Southeast line of Lincoln Avenue, and 35 feet
from the centerline of the same, (a.k.a. Atlantic County Route No. 655),
said point being North 46 degrees 40 minutes 00 seconds East, a distance of
20.5 feet from the intersection of the centerline of the existing 41 foot
wide drive way and the said line of Lincoln Avenue; and extending thence
1. North 46 degrees 40 minutes 00 seconds East, along the same, a
distance of 100.00 feet to a point; thence
2. South 29 degrees 58 minutes 03 seconds West, a distance of 104.40
feet to a point; thence
3. North 43 degrees 20 minutes 00 seconds West, a distance of 30.00 feet
to the POINT OF BEGINNING
BEING a Sight Triangle Easement over Lot 23 and Lot 23.01 in Block 5501
(Tax Map).
ALSO BEING a sight Triangle Easement dedicated to the County of Atlantic
over Lot 23 and Lot 23.01 in Block 5501 as shown on "Plan of Minor
Subdivision" of Lots 22.02 and 23 prepared by Stephen C. Martinelli, L.S.,
L.L.C., Ocean View, New Jersey, dated August 10, 2001 and to be filed by
Deed.
Description prepared August 27, 2001
Project No. 9603
/s/ Stephen C. Martinelli
- -----------------------------------
Stephen C. Martinelli, PLS
NJ License No. 30089
9603.d6
"An Equal Opportunity Employer"
20
[MAP SHOWING PROPOSED LOTS]
21
SCHEDULE B
22
ENVIRONMENTAL QUESTIONNAIRE
---------------------------
Property Owner/Seller: IGI, Inc. (acquired ownership to the property of
which the subject property is a part in November
1995)(1)
Property Address: Wheat Road and Lincoln Avenue
Buena Vista, New Jersey
Block 5501; Lot 23.01
(Per Township of Buena Vista Tax Map)
Pending minor subdivision approval)
Response Date: As of October 4, 2001
---------------------------------------------------------------------
This Environmental Questionnaire (hereinafter referred to as the
"Questionnaire") seeks IGI, Inc., the owner of the property of which the
subject property referenced above is a part (subject to minor subdivision
approval) from November 17, 1995 to the present, to respond to each of the
numbered questions contained herein based upon IGI, Inc.'s actual knowledge
of any such matters as of the date hereof.
Poultry Investors, L.L.C., the proposed Buyer for the subject
property under the Contract of Sale dated October 4, 2001, to which this
Questionnaire is attached as Schedule B and made a part thereof, shall be
permitted to rely upon IGI, Inc.'s responses set forth herein, upon the
express recognition and condition that IGI, Inc.'s responses to each and
every question contained in this Questionnaire are based solely on its
actual knowledge of any such matters as of the date hereof in its capacity
as the owner of the property of which the subject property referenced above
is a part (subject to minor subdivision approval) from November 17, 1995 to
the present, and IGI, Inc. has not undertaken any independent investigation
and/or inquiry outside of the company in preparation of its responses
hereto and/or otherwise.
1. LIST THE PRESENT OCCUPANTS AND USES OF THE PROPERTY, ALONG WITH
THE DATES OF EACH OCCUPANCY AND EACH USE.
Response to Question No. 1: From 1995 to the Present, IGI, Inc. was
the sole occupant of the subject property. During such time, the
majority of the
<FN>
- --------------------
(1) Prior to May 26, 1987, IGI, Inc., a Delaware corporation, was
formally known as Immunogenetics, Inc., a Delaware corporation, at
which time the Certificate of Incorporation of Immunogenetics, Inc.
was amended to effectuate a name change only to IGI, Inc. Title to
the property of which the subject property is a part (subject to the
pending minor subdivision approval) was originally conveyed
inadvertently in the name of Immunogenetics, Inc. by Deed dated
November 17, 1995. A Corrective Deed dated October 28, 1999 was
prepared and filed, vesting title to the property of which the
subject property is a part in the accurate name of IGI, Inc.
</FN>
23
property was used for office space, with a small portion of the
property subject to research and development laboratory use for the
cosmetic industry for approximately six (6) months during 1996.
2. LIST ANY FORMER NON-RESIDENTIAL USE OF THE PROPERTY OF WHICH YOU
ARE AWARE.
Response to Question No. 2: From 1990 to November 1995, the property
of which the subject property is a part was owned by Baruffi
Associates and used for office space. IGI, Inc. has no other
knowledge as to former uses of the subject property prior to November
1995.
3. (A) DESCRIBE THE PRESENT SOURCE OF HEATING FOR THE PROPERTY:
Response to Question No. 3(A): Gas
3. (B) IF HEATED BY OIL, DESCRIBE THE LOCATION AND SIZE OF OIL TANK.
IF TANK IS UNDERGROUND, COMPLETE THE FOLLOWING QUESTIONS.
Response to Question No. 3(B): Not Applicable-See Response to
Question No. 3(A) above.
4. ARE THERE NOW OR HAVE THERE EVER BEEN ANY UNDERGROUND OR ABOVE
GROUND TANKS, VESSELS, BARRELS, DRUMS, PIPELINES OR ANY OTHER CONTAINERS
LOCATED ON THE SUBJECT PROPERTY CONTAINING ANY "HAZARDOUS WASTES" AND/OR
"HAZARDOUS SUBSTANCES", AS SUCH TERMS ARE DEFINED BY STATE AND FEDERAL
ENVIRONMENTAL RULES, REGULATIONS, ORDINANCES, STATUTES AND/OR LAWS?
Response to Question No. 4: IGI, Inc. has no knowledge as to the
presence at any time from November 17, 1995 to the date hereof of any
underground or above ground storage tanks, vessels, barrels, drums,
pipelines or any other containers located on the subject property
containing any "hazardous wastes" and/or "hazardous substances" as
such terms are defined by state and federal environmental rules,
regulations, ordinances, statutes and/or laws. IGI, Inc. is unable to
respond to this Question No. 4 as it relates to any period of time
prior to November 17, 1995, as IGI, Inc. has no knowledge as to such
matters prior to such date.
24
5. IF SO, LIST THE SIZE, LOCATION, APPROXIMATE DATES, TYPES OF
CONTAINERS AND SUBSTANCE STORED.
Response to Question No. 5: Not Applicable-See Response to Question
No. 4 above.
5(A). LIST DATES OF ANY TESTS PERFORMED ON THE CONTAINERS, NAME AND
ADDRESS OF TESTING COMPANY, AND TEST RESULTS.
Response to Question No. 5(A): Not Applicable-See Response to
Question No. 4 above.
5(B). ATTACH COPIES OF STATE REGISTRATIONS (IF ANY) FOR THE STORAGE
TANKS.
Response to Question No. 5(B): Not Applicable-See Response to
Question No. 4 above.
6. WERE THERE EVER ANY DISCHARGES, SPILLS AND/OR RELEASES FROM ANY
SOURCE ON OR TO THE SUBJECT PROPERTY OF ANY "HAZARDOUS WASTES" AND/OR
"HAZARDOUS SUBSTANCE" IN ACTIONABLE LEVELS AS SUCH TERMS ARE DEFINED BY
STATE AND FEDERAL ENVIRONMENTAL RULES, REGULATIONS, ORDINANCES, STATUTES
AND/OR LAWS?
Response to Question No. 6: IGI, Inc. has no knowledge as to any
discharge, spill and/or release from any source on or to the subject
property at any time from November 17, 1995 to the date hereof of any
"hazardous wastes" and/or "hazardous substances" in actionable levels
as such terms are defined by state and federal environmental rules,
regulations, ordinances, statutes and/or laws. IGI, Inc. is unable to
respond to this Question No. 6 as it relates to any period of time
prior to November 17, 1995, as IGI, Inc. has no knowledge as to such
matters prior to such date.
6(A). DESCRIBE IN DETAIL THE DATE, THE TYPE OF SUBSTANCE DISCHARGED
AND METHOD OF CLEANUP.
Response to Question No. 6(A): Not Applicable-See Response to
Question No. 6 Above.
25
6(B). WERE ANY OF THE DISCHARGES , SPILLS OR LEAKS REPORTED TO THE
DEP, EPA OR ANY HEALTH DEPARTMENT? IF SO, STATE THE DATE REPORTED AND TO
WHOM REPORTED.
Response to Question No. 6(B): Not Applicable-See Response to
Question No. 6 Above.
7. THE PROPERTY PRESENTLY OBTAINS WATER FROM:
Response to Question No. 7: Municipal Water System.
8. THE PROPERTY IS PRESENTLY SERVICED BY:
Response to Question No. 8: Municipal Septic System.
9. IF ANY ASBESTOS-CONTAINING MATERIALS HAVE BEEN REMOVED FROM THE
PROPERTY IN THE PAST, DESCRIBE WHEN, HOW AND BY WHOM THE MATERIALS WERE
REMOVED.
Response to Question No. 9: IGI, Inc. has no knowledge as to the
removal of any asbestos-containing materials from the subject
property at any time from November 17, 1995 to the date hereof. IGI,
Inc. is unable to respond to this Question No. 9 as it relates to any
period of time prior to November 17, 1995, as IGI, Inc. has no
knowledge as to such matters prior to such date.
10. IF ANY RADON TESTING HAS BEEN DONE ON THE PROPERTY, ATTACH
RESULTS OF ANY TESTS.
Response to Question No. 10: IGI, Inc. has no knowledge as to any
radon testing performed on the subject property at any time from
November 17, 1995 to the date hereof. IGI, Inc. is unable to respond
to this Question No. 10 as it relates to any period of time prior to
November 17, 1995, as IGI, Inc. has no knowledge as to such matters
prior to such date.
11. DESCRIBE THE LOCATION OF ALL CURRENT OR FORMER WASTE DISPOSAL,
TREATMENT OR STORAGE FACILITIES ON THE PROPERTY AND THE TYPE OF SUCH WASTE
TREATED, STORED OR DISPOSED OF AT EACH.
Response to Question No. 11: IGI, Inc. has no knowledge as to
existence, location and/or operation of any waste disposal, treatment
or storage facilities of any kind on the subject property at any time
from November 17, 1995 to the date hereof. At some time prior to IGI,
Inc.'s purchase of the property of which the subject property is a
part on November 17, 1995, the subject property was serviced by an
on-site septic system. IGI, Inc. has no knowledge as to the location
of such prior on-site septic system, dates of
26
operation, date of closure and/or any other information of any kind
relating thereto.
12. HAS THE PROPERTY EVER BEEN USED AS A GASOLINE SERVICE STATION? IF
SO, STATE DATES AND USES.
Response to Question No. 12: IGI, Inc. has no knowledge of the use of
the subject property as a gasoline service station at any time since
November 17, 1995 to the date hereof. Subject to IGI, Inc.'s response
to Question No. 2, IGI is unable to respond to this Question No. 12
as it relates to any period of time prior to November 17, 1995, as
IGI, Inc. has no knowledge as to such matters prior to such date.
IGI, INC., AS THE OWNER OF THE PROPERTY OF WHICH THE SUBJECT PROPERTY
IS A PART SINCE NOVEMBER 17, 1995 TO THE DATE HEREOF, HEREBY CERTIFIES TO
THE BEST OF ITS ACTUAL KNOWLEDGE AND BELIEF THAT THE INFORMATION DISCLOSED
HEREIN AND THE RESPONSES PROVIDED TO EACH OF THE QUESTIONS CONTAINED IN
THIS QUESTIONNAIRE ARE TRUE AND CORRECT.
IGI, INC.
Dated: October 4, 2001 By: /s/ Domenic N. Golato
----------------------
Domenic Golato
Senior Vice President
27
SCHEDULE C
28
NON-FOREIGN INTEREST CERTIFICATE
Section 1445 of the Internal Revenue Code provides that a transferee
of a U.S. real property interest must withhold tax if the transferor is a
foreign person. To inform the transferee that withholding of tax is not
required upon the disposition of a U.S. real property interest by IGI,
Inc., "transferor", the undersigned hereby certifies to Poultry Investors,
L.L.C., "transferee", the following on behalf of transferor:
1. Transferor is not a foreign corporation, foreign partnership,
foreign trust, or foreign estate (as those terms are defined in the
Internal Revenue Code and Income Tax Regulations);
2. Transferor's U.S. employer identification number is 01-0355758;
and
3. Transferor's address is Lincoln Avenue & Wheat Road, Buena,
N.J. 08310
Transferor understands that this certification may be disclosed to
the Internal Revenue Service by transferee and that any false statement
contained herein could be punished by fine, imprisonment or both.
Under penalties of perjury, I declare that I have examined this
certification and that to the best of my knowledge and belief the
statements contained herein are true, correct and complete, and I further
declare that I have authority to sign this document on behalf of
Transferor.
IGI, INC.
(Transferor)
Dated: October 4, 2001 By: /s/ Domenic N. Golato
----------------------
Domenic Golato
Senior Vice President
29
EXHIBIT A
30
ESCROW AGREEMENT
----------------
THIS ESCROW AGREEMENT (hereinafter referred to as the "Escrow
Agreement"), is made this 4th day of October 2001, by and among COLLIERS
LANARD & AXILBUND, a Pennsylvania corporation, with its principal place of
business at 399 Market Street, Philadelphia, PA 19106, and IGI, INC., a
Delaware corporation, with its principal place of business located at
Lincoln Avenue and Wheat Road, Buena, New Jersey 08310, and POULTRY
INVESTORS, L.L.C., a New Jersey limited liability company, with its
principal place of business located at 4375 S. Lincoln Avenue, Vineland,
New Jersey 08361.
RECITALS
WHEREAS, IGI, Inc. (hereinafter referred to as "Seller") and Poultry
Investors, L.L.C. (hereinafter referred to as "Buyer") are parties to a
Contract for the Sale of Real Estate dated October 4, 2001 (hereinafter
referred to as the "Contract"), by which the Seller agrees to sell and the
Buyer agrees to buy the real property described in Paragraph 2 of the
Contract pursuant to the terms and conditions of the Contract; and
WHEREAS, Colliers, Lanard & Axilbund has agreed to act and serve as
the Escrow Agent under and in accordance with the terms of this Escrow
Agreement and the Contract (hereinafter referred to as the "Escrow Agent");
and
WHEREAS, the Buyer, the Seller and the Escrow Agent enter into and
execute this Escrow Agreement in accordance with Paragraphs 4 and 5 of the
Contract,
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the Escrow Agent, the Buyer and the Seller agree as
follows:
1. INCORPORATION OF RECITALS. The Recitals set forth above are hereby
incorporated by reference into and made a part of the terms of this Escrow
Agreement and the Contract.
2. CAPITALIZED TERMS. Any and all capitalized terms as used in this
Escrow Agreement not otherwise defined in this Escrow Agreement shall have
the meaning as such capitalized terms are used and defined in the Contract.
3. ESCROW ACCOUNT.
a. In accordance with Paragraphs 4 and 5 of the Contract, any and all
Deposit and/or other monies paid on account by the Buyer under the
Contract shall be deposited, held and maintained in accordance
herewith in an interest-bearing escrow account established by the
Escrow Agent in a banking institution in the
31
name of and under the Tax I.D. Number of the Buyer, and except as
otherwise may be required to be paid to the Seller pursuant to the
terms of Paragraph 24 of the Contract, the interest accruing on such
escrow account shall be paid by the Escrow Agent to the Buyer in
accordance with the term hereof, as well as the terms of the
Contract, and Seller and Buyer hereby authorize same.
b. The Buyer, who as provided in Paragraph 3(a) above, is entitled to
receive the interest accruing on the escrow account should Buyer
comply with all of its obligations under the Contract and settlement
takes place in accordance with the terms of the Contract, shall be
deemed under this Escrow Agreement to be the Interested Beneficiary
of the such escrow account. The Buyer as the Interested Beneficiary
agrees, promptly upon request from the Escrow Agent, to provide its
Tax I.D. Number to the Escrow Agent and to execute a U.S. Government
Form W-9. The Escrow Agent shall have no obligation to place the
Deposit and/or any other monies paid on account by the Buyer under
the Contract with a banking institution as provided in Paragraph 3(a)
above, pending and until Buyer's compliance as Interested Beneficiary
with the terms of this Paragraph 3(b). However, at its election, the
Escrow Agent may, until such time the Buyer as the Interested
Beneficiary complies with its obligations under this Paragraph 3(b),
place the Deposit and/or any other monies paid on account by Buyer
under the Contract in a bank account in the Escrow Agent's name and
Tax I.D. Number, and any and all interest accruing thereon during
such period and until the Buyer as the Interested Beneficiary
complies with its obligations under this Paragraph 3(b) shall be the
sole property of the Escrow Agent, who shall also be responsible for
payment of any and all income taxes due thereon.
4. DISPUTES. In the event a dispute arises at any time between the
Buyer and the Seller under the Contract relating to the distribution,
rights, title and/or interest in and/or to any and/or all the Deposit
and/or other monies held in the escrow account, the Escrow Agent, at its
sole option, upon prior written notice to Buyer and Seller delivered in
accordance with the notice requirements contained in Paragraph 35 of the
Contract, may either: (a) deposit any and all of the monies held in the
escrow account with a court of competent jurisdiction and simultaneously
therewith commence an interpleader action in such court joining any and all
necessary parties thereto; or (b) continue to maintain and hold any and all
of the monies in the escrow account until disbursement and/or the rights
thereto is mutually agreed upon in writing by Buyer and Seller or a
judicial determination is rendered in the interpleader action directing
distribution thereof and otherwise resolving any and all claims relating
thereto. All legal expenses and attorneys' fees incurred by the Escrow
Agent as a result of any and all actions taken under this Paragraph 4 shall
be reimbursed to the Escrow Agent by the Buyer and Seller in inverse
proportion to the share of the monies awarded to the parties in any
interpleader action or as otherwise agreed in writing by the Buyer and
Seller.
5. LIMITED LIABILITY OF ESCROW AGENT. The Buyer and Seller hereby
expressly release the Escrow Agent of and from any and all liability
relating to the Deposit and/or any other monies paid on account of Buyer
under the Contract and held
32
by the Escrow Agent in the escrow account, except to the extent of the
Escrow Agent's obligations and liability to account for any and all monies
delivered, distributed and/or released by the Escrow Agent out of and/or
from the escrow account contrary to and/or in violation of the terms of
this Escrow Agreement and/or the terms of the Contract. The Buyer and
Seller expressly acknowledge and agree that the Escrow Agent may rely upon
the genuineness or authenticity of any document tendered to it by either
the Buyer or the Seller, duly executed with all necessary formalities, and
the Escrow Agent shall be under no duty of independent inquiry with respect
to any acts or circumstances recited in any such documents.
6. MODIFICATIONS AND WAIVERS. No purported amendment, modification or
waiver of any provision of the Escrow Agreement shall be binding unless set
forth in a written document signed by all the parties hereto.
7. CONTROLLING LAW. This Escrow Agreement shall be interpreted,
construed and enforced in accordance with the laws of the State of New
Jersey. The Buyer, the Seller and the Escrow Agent each hereby submit
themselves and consent to the jurisdiction of the state and federal courts
of New Jersey with respect to any and all actions that may be commenced by
any party hereto relating to this Escrow Agreement and/or the Contract.
8. NEUTRAL CONSTRUCTION. This Escrow Agreement is the product of
negotiations among the parties hereto and shall be construed neutrally,
without regard to the identity of the party who drew it.
9. SECTION HEADINGS. Paragraph and/or Section headings as used and
provided for in the Escrow Agreement are for convenience only and shall not
effect the construction and/or interpretation of this Escrow Agreement.
10. INTERPRETATION. Any and all references in the Escrow Agreement to
the plural shall also mean the singular and the singular shall also mean
the plural unless the context otherwise requires. The words "hereof",
"herein", "hereunder", "this Escrow Agreement" and "the Escrow Agreement"
and words of similar import when used in this Escrow Agreement shall refer
to this Escrow Agreement as a whole and not to any particular provision of
this Escrow Agreement unless the context otherwise requires. The word
"including" when used in the Escrow Agreement shall mean "including,
without limitation". "And" and "or" as used in this Escrow Agreement shall
be interpreted conjunctively and shall not be interpreted disjunctively to
exclude any information otherwise within the scope thereof.
11. INCONSISTENCIES. The Seller, the Buyer and the Escrow Agent each
expressly acknowledge and agree that in the event of any inconsistency
between and/or among the terms of this Escrow Agreement and the Contract,
the terms of the Contract shall govern.
33
12. COUNTERPART SIGNATURES. This Escrow Agreement may be executed in
one or more counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, the parties have each hereunto set their hands
the day and year first above written.
Signed and Sworn to Before Me IGI, Inc.
This 4th Day of October 2001.
/s/ Linda Hanson By: /s/ Domenic N. Golato
- ------------------------- ----------------------
Notary Public Domenic Golato
Senior Vice President
LINDA HANSON
NOTARY PUBLIC OF NJ
COMM. EXPIRES 1/26/2004
ID# 2221492
Signed and Sworn to Before Me POULTRY INVESTORS, L.L.C.
This 4th Day of October 2001.
/s/ Linda Hanson By: /s/ Victor F. Rone
- ------------------------- ----------------------
Notary Public Victor Rone
Managing Member
LINDA HANSON
NOTARY PUBLIC OF NJ
COMM. EXPIRES 1/26/2004
ID# 2221492
Signed and Sworn to Before Me COLLIERS LANARD & AXILBUND,
This 4th Day of October 2001. As Escrow Agent
/s/ Linda Hanson By: /s/ Douglas R. Sneton
- ------------------------- ----------------------
Notary Public (name) Douglas R. Sneton
(title) President
LINDA HANSON
NOTARY PUBLIC OF NJ
COMM. EXPIRES 1/26/2004
ID# 2221492
34
12. COUNTERPART SIGNATURES. This Escrow Agreement may be executed in one or
more counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, the parties have each hereunto set their hands
the day and year first above written.
Signed and Sworn to Before Me IGI, Inc.
This 4th Day of October 2001.
By:
- ------------------------- ----------------------
Notary Public Domenic Golato
Senior Vice President
Signed and Sworn to Before Me POULTRY INVESTORS, L.L.C.
This 4th Day of October 2001.
By:
- ------------------------- ----------------------
Notary Public Victor Rone
Managing Member
Signed and Sworn to Before Me COLLIERS LANARD & AXILBUND,
This 4th Day of October 2001. As Escrow Agent
/s/ Nichole J. Beavers By: /s/ Robert R Slelly
- ------------------------- ----------------------
Notary Public (name)
(title)
Notarial Seal
Nichole J. Beavers, Notary Public
Upper Dublin Twp., Montgomery County
My Commission Expires Sept. 8, 2003
Member, Pennsylvania Association of Notaries
35
EXHIBIT B
36
EXCHANGE AMENDMENT AND ASSIGNMENT AGREEMENT
-------------------------------------------
THIS EXCHANGE AMENDMENT AND ASSIGNMENT AGREEMENT (hereinafter
referred to as the "Exchange Agreement") is hereby made on this 4th day of
October 2001, by and among IGI, INC., a Delaware corporation, with its
principal place of business located at Lincoln Avenue & Wheat Road, Buena,
New Jersey 08310, as SELLER, and POULTRY INVESTORS, L.L.C., a New Jersey
limited liability company, with its principal place of business located at
4375 S. Lincoln Avenue, Vineland, New Jersey 08361, as EXCHANGOR, and
NATIONAL EXCHANGE SERVICES, INC., a Pennsylvania corporation, with its
principal place of business located at 7722 Orpheus Place, Philadelphia, PA
19153, as the QUALFIFIED INTERMEDIARY, to the Contract of Sale of Real
Estate dated October 4, 2001, between IGI, INC. (as Seller thereunder) and
POULTRY INVESTORS, L.L.C. (as Buyer thereunder), for the replacement of the
property to be sold under such Contract, whose address is Wheat Road &
Lincoln Avenue, Block 5501, Lot 23.01, in the Township of Buena Vista,
Atlantic County, State of New Jersey.
RECITALS
WHEREAS, IGI, INC. (hereinafter referred to as "SELLER") and POULTRY
INVESTORS, L.L.C. (hereinafter referred to as "EXCHANGOR") are parties to a
Contract for the Sale of Real Estate dated October 4, 2001 (hereinafter
referred to as the "Contract"), by which the SELLER agrees to sell and the
EXCHANGOR agrees to buy the real property described in Paragraph 2 of the
Contract (hereinafter referred to as the "Property") pursuant to the terms
and conditions of the Contract; and
WHEREAS, in accordance with Paragraph 16 of the Contract, EXCHANGOR
intends in closing on the transfer of the Property as a "Like-Kind
Exchange" under Section 1031 of the Internal Revenue Code of 1986, as
amended; and
WHEREAS, in accordance with Paragraph 16 of the Contract, the SELLER
and EXCHANGOR have agreed that, as per IRS Regulation 1.1031(k)-(1)(g)(4),
if the EXCHANGOR decides to complete an IRS Section 1031 "Like-Kind
Exchange" for the Property under the Contract, to enter into this Exchange
Agreement (attached as Exhibit B to the Contract), whereby the EXCHANGOR's
rights in and under the Contract shall be assigned to NATIONAL EXCHANGE
SERVICES, INC., as the QUALIFIED INTERMEDIARY (hereinafter referred to as
the "INTERMEDIARY"), who will act in the place of EXCHANGOR, subject to any
and all terms of the Contract for the sole purpose of effecting the IRS
Section 1031 "Like-Kind Exchange" of the Property under the Contract as per
the terms hereof; and
WHEREAS, the SELLER, the EXCHANGOR and the INTERMEDIARY have entered
into and executed this Exchange Agreement in accordance with Paragraph 16
of the Contract,
37
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the SELLER, the EXCHANGOR and the INTERMEDIARY agree as
follows:
1. INCORPORATION OF RECITALS. The Recitals set forth above are hereby
incorporated by reference into and made a part of the terms of this
Exchange Agreement.
2. CAPITALIZED TERMS. Any and all capitalized terms as used in this
Exchange Agreement not otherwise defined in this Exchange Agreement shall
have the meaning as such capitalized terms are used and defined in the
Contract.
3. ASSIGNMENT OF RIGHTS. Each and all of the parties to this Exchange
Agreement are hereby notified that the EXCHANGOR's rights, title, interest
and obligations in, to and under the Contract are hereby assigned to the
INTERMEDIARY in accordance with the terms of this Exchange Agreement. Each
and all of the parties hereto expressly agree and consent to this
assignment and the terms of this Exchange Agreement.
4. SURVIVAL OF CONTRACT RIGHTS. Notwithstanding anything contained in
the Contract and/or in this Exchange Agreement to the contrary or
otherwise, each and all of the parties hereto expressly acknowledge and
agree that, apart from the INTERMEDIARY's rights hereunder as to the IRS
Section 1031 "Like-Kind Exchange", any and all liabilities, rights, claims,
interests, obligations and/or causes of action under, by reasons of,
relating to and/or arising from the Contract between the EXCHANGOR and the
SELLER shall remain unaffected hereby.
5. INDEMNIFICATION TO SELLER. EXCHANGOR shall fully and completely
defend, indemnify and hold the SELLER harmless from and against any and all
claims, liabilities, complaints, rights, injuries, damages, judgments,
torts, causes of action, demands, suits, debts, losses, costs, expenses,
fees, penalties, assessments, fines and interest of any kind whatsoever,
whether direct or indirect, absolute, fixed or contingent, liquidated or
unliquidated, asserted, threatened, assessed, filed, commenced and/or
otherwise incurred against and/or by SELLER relating in any way to and/or
in connection with the IRS Section 1031 "Like-Kind Exchange". The
EXCHANGOR's duty to defend, indemnify and hold SELLER harmless under the
terms of this Paragraph 5 shall survive termination of this Exchange
Agreement and settlement of title to the Property under the Contract. With
respect to any and all defenses to be provided to the SELLER by the
EXCHANGOR under the terms of this Paragraph 5, EXCHANGOR shall be
responsible to retain legal counsel mutually agreeable to SELLER to provide
all such defenses required hereunder, and the EXCHANGOR shall be solely
responsible for the payment of any and all legal fees and costs incurred
for any and all such defenses of SELLER required under the terms of this
Paragraph 5.
38
6. REPRESENTATIONS AND WARRANTIES TO SELLER. The EXCHANGOR and
INTERMEDIARY each hereby expressly represent and warrant to the SELLER that
any and all taxation aspects, ramifications, and/or other characteristics
of the IRS Section 1031 "Like-Kind Exchange" shall affect only the
EXCHANGOR and no other party to this Exchange Agreement, including, without
limitation, the SELLER. The EXCHANGOR and INTERMEDIARY each expressly
acknowledge and agree of and to the SELLER's reliance on the foregoing
representations and warranties contained in this Paragraph 6 in entering
into this Exchange Agreement. The EXCHANGOR's and INTERMEDIARY's
representations and warranties under this Paragraph 6 shall survive
termination of this Exchange Agreement and settlement of titls to the
Property under the Contract.
7. CONVEYANCE OF SEPARATE LIKE KIND PROPERTY. In furtherance of its
efforts to complete the IRS Section 1031 "Like-Kind Exchange", and in
accordance with IRS Regulation 1.1031(k)-1, the EXCHANGOR, via the
INTERMEDIARY, has already conveyed like-kind relinquished property to a
third-party completely separate and distinct from the SELLER and neither a
signatory to this Exchange Agreement and/or the Contract.
8. TERMINATION AS TO SELLER. Subject to and excluding the survival of
the terms, conditions, rights, claims and obligations of and under
Paragraph 4, 5 and 6 of this Exchange Agreement, this Exchange Agreement
shall terminate as to the SELLER upon either (i) cancellation of the
Contract by either the SELLER or the EXCHANGOR in accordance with the terms
of the Contract, or (ii) closing, settlement and transfer of title to the
Property pursuant to the terms of the Contract.
9. TERMINATION AS TO EXCHANGOR AND INTERMEDIARY. Subject to and
excluding the survival of the terms, conditions, rights, claims and
obligations of and under Paragraphs 4, 5 and 6 of this Exchange Agreement,
this Exchange Agreement shall terminate as to the EXCHANGOR and the
INTERMEDIARY upon either (i) cancellation of the Contract by either the
SELLER or the EXCHANGOR in accordance with the terms of the Contract, or
(ii) upon the occurrence of any one or more of the events as set forth in
IRS Regulation 1.1031(k)-1(g)(6).
10. MODIFICATIONS AND WAIVERS. No purported amendment, modification
or waiver of any provision of this Exchange Agreement shall be binding
unless set forth in a written document signed by all of the parties hereto.
11. CONTROLLING LAW. This Exchange Agreement shall be interpreted,
construed and enforced in accordance with the laws of the State of New
Jersey. The SELLER, EXCHANGOR and INTERMEDIARY each hereby submit
themselves and consent to the jurisdiction of the state and federal courts
of New Jersey with respect to any and all actions that may be commenced by
any party hereto relating to this Exchange Agreement and/or the Contract.
39
12. SECTION HEADINGS. Paragraph and/or Section headings as used and
provided for in this Exchange Agreement are for convenience only and shall
not effect the construction and/or interpretation of this Exchange
Agreement.
13. INTERPRETATION. Any and all referenced in this Exchange Agreement
to the plural shall also mean the singular and the singular shall also mean
the plural unless the context otherwise requires. The words "hereof",
"herein", "hereunder", "this Exchange Agreement" and "the Exchange
Agreement" and words of similar import when used in this Exchange Agreement
shall refer to this Exchange Agreement as a whole and not to any particular
provision of this Exchange Agreement unless the context otherwise requires.
The word "including" when used in the Exchange Agreement shall mean
"including, without limitation". "And" and "or" as used in this Exchange
Agreement shall be interpreted conjunctively and shall not be interpreted
disjunctively to exclude any information otherwise within the scope
thereof.
14. INCONSISTENCIES. The SELLER, EXCHANGOR and INTERMEDIARY each
expressly acknowledge and agree that in the event of any inconsistency
between and/or among the terms of this Exchange Agreement and the Contract,
the terms of the Exchange Agreement shall govern.
15. COUNTERPART SIGNATURES. This Exchange Agreement may be executed
in one or more counterparts, each of which shall be deemed an original.
16. INCORPORATION INTO CONTRACT. Upon duly notarized execution of
this Exchange Agreement by each and all of the parties hereto, by and
through their respective authorized representatives, this Exchange
Agreement shall automatically, without any further action by any party
hereto, be incorporated by reference into and made a part of the Contract.
40
IN WITNESS WHEREOF, the parties have each hereunto set their hands
the day and year first above written.
Signed and Sworn to Before Me IGI, Inc.
This 4th Day of October 2001. (SELLER)
/s/ Linda Hanson By: /s/ Domenic N. Golato
- ------------------------- ----------------------
Notary Public Domenic Golato
Senior Vice President
LINDA HANSON
NOTARY PUBLIC OF NJ
COMM. EXPIRES 1/26/2004
ID# 2221492
Signed and Sworn to Before Me POULTRY INVESTORS, L.L.C.
This 4th Day of October 2001. (EXCHANGOR)
/s/ Linda Hanson By: /s/ Victor F. Rone
- ------------------------- ----------------------
Notary Public Victor Rone
Managing Member
LINDA HANSON
NOTARY PUBLIC OF NJ
COMM. EXPIRES 1/26/2004
ID# 2221492
Signed and Sworn to Before Me NATIONAL EXCHANGE SERVICES, INC.
This 4th Day of October 2001. (INTERMEDIARY)
By:
- ------------------------- ----------------------
Notary Public Janine Pratt
Vice President
41
IN WITNESS WHEREOF, the parties have each hereunto set their hands
the day and year first above written.
Signed and Sworn to Before Me IGI, Inc.
This 4th Day of October 2001. (SELLER)
By:
- ------------------------- ----------------------
Notary Public Domenic Golato
Senior Vice President
Signed and Sworn to Before Me POULTRY INVESTORS, L.L.C.
This 4th Day of October 2001. (EXCHANGOR)
By:
- ------------------------- ----------------------
Notary Public Victor Rone
Managing Member
Signed and Sworn to Before Me NATIONAL EXCHANGE SERVICES, INC.
This 4th Day of October 2001. (INTERMEDIARY)
/s/ Linda Hanson By: /s/ Janine Pratt
- ------------------------- ----------------------
Notary Public Janine Pratt
Vice President
LINDA HANSON
NOTARY PUBLIC OF NJ
COMM. EXPIRES 1/26/2004
ID# 2221492
42
STEPHEN C. MARTINELLI, LS, LLC
Professional Land Surveying and Planning
127 Route 50
Ocean View, NJ 08230
===========================================================================
Phone (609) 390-9618
Fax (609) 390-9534
e-mail: scmpls@bellatlantic.net
90 X 200 FOOT SIGHT TRIANGLE EASEMENT
Being all that certain lot, tract or parcel of land situate in the Township
of Buena Vista, County of Atlantic and State of New Jersey bound and
described as follows:
BEGINNING at the intersection of the centerlines of Lincoln Avenue (a.k.a.
Atlantic County Route No. 655) and Wheat Road (a.k.a. Atlantic County Route
No. 619); and extending thence
1. North 88 degrees 40 minutes 00 seconds East, along the centerline of
Wheat Road, a distance of 200.00 feet to a point; thence
2. South 75 degrees 57 minutes 03 seconds West, a distance of 273.59
feet to a point in the centerline of Lincoln Avenue; thence
3. North 46 degrees 40 minutes 00 seconds East, along the centerline of
Lincoln Avenue, a distance of 90.00 feet to the POINT OF BEGINNING
BEING a Sight Triangle Easement over Lot 23.01 in Block 5501 (Tax Map).
ALSO BEING a sight Triangle Easement dedicated to the County of Atlantic
over Lot 23.01 in Block 5501 as shown on "Plan of Minor Subdivision" of
Lots 22.02 and 23 prepared by Stephen C. Martinelli, L.S., L.L.C., Ocean
View, New Jersey, dated August 10, 2001 and to be filed by Deed.
Description prepared August 15, 2001, revised through August 27, 2001.
Project No. 9603
/s/ Stephen C. Martinelli
- -----------------------------------
Stephen C. Martinelli, PLS
NJ License No. 30089
9603.d4
"An Equal Opportunity Employer"
43
STEPHEN C. MARTINELLI, LS, LLC
Professional Land Surveying and Planning
127 Route 50
Ocean View, NJ 08230
===========================================================================
Phone (609) 390-9618
Fax (609) 390-9534
e-mail: scmpls@bellatlantic.net
DRIVEWAY EASEMENT OVER LOT 23
Being all that certain lot, tract or parcel of land situate in the Township
of Buena Vista, County of Atlantic and State of New Jersey bound and
described as follows:
BEGINNING at a point in the Southeast line of Lincoln Avenue, and 35 feet
from the centerline of the same, (a.k.a.) Atlantic County Route No.655),
said point being the intersection of the Northeast line of the existing 41
foot wide drive way and the said line of Lincoln Avenue; and extending
thence
1. South 43 degrees 20 minutes 00 seconds East, a distance of 23.88 feet
to a point; thence
2. North 46 degrees 40 minutes 00 seconds East, a distance of 98.93 feet
to a point in the division line between Lot 23 and Lot 23.01; in said
Block; thence
3. South 43 degrees 20 minutes 00 seconds East, along the same, a
distance of 30.00 feet to a point in the same; thence
4. South 46 degrees 40 minutes 00 seconds West, a distance of 126.21
feet to point; thence
5. South 09 degrees 53 minutes 28 seconds East, a distance of 10.59 feet
to a point; thence
6. South 46 degrees 40 minutes 00 seconds West, a distance of 119.66
feet to a point in the division line between Lot 23 and Lot 22.02; in
said Block; thence
7. North 43 degrees 20 minutes 00 seconds West, along the same,
a distance of 30.00 feet to a point; thence
8. North 46 degrees 40 minutes 00 seconds East, a distance of 103.53
feet to a point; thence
9. North 09 degrees 52 minutes 28 seconds West, a distance of 14.97 feet
to a point; thence
10. North 43 degrees 20 minutes 00 seconds West, a distance of 20.23 feet
to a point in the aforementioned line of Lincoln Avenue; thence
11. North 46 degrees 40 minutes 00 seconds East, along the same, a
distance of 41.00 feet to the POINT OF BEGINNING
"An Equal Opportunity Employer"
44
BEING A DRIVEWAY EASEMENT over Lot 23 in Block 5501 (Tax Map).
ALSO BEING a Driveway Easement over Lot 23 in Block 5501 as shown on "Plan
of Minor Subdivision" of Lots 22.02 and 23 prepared by Stephen C.
Martinelli, L.S., L.L.C., Ocean View, New Jersey, dated August 10, 2001 and
to be filed by Deed.
Description prepared August 27, 2001
Project No. 9603
/s/ Stephen C. Martinelli
- -----------------------------
Stephen C. Martinelli, PLS
NJ License No. 30089
9603.d7
45