Exhibit 10.11
STANDARD FORM
PURCHASE AND SALE AGREEMENT
As of this 1st day of December 2000
1. PARTIES ISOLDE LAUKIEN
AND MAILING 8 BRIGHAM ROAD
ADDRESSES LEXINGTON, MA 02420
(hereinafter called the "SELLER") agrees to SELL and
BRUKER DALTONICS INC.
15 FORTUNE DRIVE
BILLERICA, MA 01821 (hereinafter called the
"BUYER"), agrees to BUY, upon the terms hereinafter
set forth, the following described premises:
2. DESCRIPTION The land consisting of 4.66 Acres (202,888 square
feet) located on Manning Road, Billerica, as more
fully described in Exhibit A, attached hereto and
made a part hereof. Title Reference: See deed
recorded with Middlesex North Registry of Deeds,
Book 4755 Page 315.
3. FIXTURES Included in the sale as a part of the said premises
are improvements now thereon, if any.
4. TITLE DEED Said premises are to be conveyed by a good
and sufficient quitclaim deed running to the BUYER or
to the nominee designated by the BUYER by written
notice to the SELLER at least seven (7) days before
the deed is to be delivered as herein provided, and
said deed shall convey a good and clear record and
marketable title thereto, free from encumbrances
except:
(a) Provisions of existing building and
zoning laws;
(b) Such taxes for the then current year as
are not due and payable on the date of
the delivery of such deed;
(c) Any liens for municipal betterments
assessed after the date of this
agreement; and
(d) Easements, restrictions and
reservations of record, if any.
5. PLANS NOT APPLICABLE
6. REGISTERED TITLE NOT APPLICABLE
7. PURCHASE The agreed purchase price for said premises is SEVEN
PRICE: HUNDRED FORTY THOUSAND ($740,000.00) DOLLARS, of which
$ 37,000.00 have been paid as a deposit this day; and
$ 703,000.00 are to be paid at the time of delivery of
the deed in cash, or by certified,
____________ cashiers, treasurer's or bank check(s).
$ 740,000.00 TOTAL
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Exhibit 10.11
8. TIME FOR Such deed is to be delivered at 12 o'clock noon on
PERFORMANCE December 15, 2000 at the Middlesex North Registry of
Deeds or BUYER's attorney's office, unless otherwise
agreed upon in writing.
9. POSSESSION Full possession of said premises is to be delivered at
the time of the delivery of the deed, said premises to
be then (a) in the same condition as they now are, and
(b) in compliance with the provisions of any instrument
referred to in clause 4 hereof.
10. EXTENSION If the SELLER shall be unable to give title or make
TO PERFECT conveyance, or to deliver possession of the premises,
TITLE OR all as herein stipulate, or if at the time of the
MAKE delivery of the deed the premises do not conform
PREMISES with the provisions hereof, the SELLER shall use
CONFORM reasonable efforts to remove any defects in title, or
to deliver possession as provided herein, or to make
the premises conform to the provisions hereof, as the
case may be, and the time for performance hereof
shall be extended for a period of thirty (30) days.
11. FAILURE If at the expiration of the extended time the SELLER
TO PERFECT shall have failed so to remove any defects in title,
TITLE OR deliver possession, or make the premises conform, as
MAKE the case may be, all as herein agreed, then any
PREMISES payments made under this agreement shall be forthwith
CONFORM refunded and all other obligations of the parties
hereto shall cease and this agreement shall be void
without recourse to the parties hereto.
12. BUYER'S The BUYER shall have the election, at either the
ELECTION original or any extended time for performance, to
TO ACCEPT accept such title as the SELLER can deliver to the said
TITLE premises in their then condition and to pay therefore
the purchase price without deduction, in which case
the SELLER shall convey such title.
13. ACCEPT- The acceptance of a deed by the BUYER or his nominee,
ANCE OF as the case may be, shall be deemed to be a full
DEED performance and discharge of every agreement and
obligation herein contained or expressed, except such
as are, by the terms hereof, to be performed after the
delivery of said deed.
14. USE OF To enable SELLER to make conveyance as herein provided,
PURCHASE the SELLER may, at the time of delivery of the deed,
MONEY TO use the purchase money or any portion thereof to clear
CLEAR the title of any or all encumbrances or interests,
TITLE provided that all instruments so procured are recorded
simultaneously with the delivery of the deed or as soon
thereafter as is practical and in conformance with
local conveyancing practice.
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Exhibit 10.11
15. INSURANCE Until the deliver of the deed, the SELLER shall
maintain such insurance on said premises as the SELLER
is currently carrying.
16. ADJUSTMENTS Taxes for the then current fiscal year shall be
apportioned and adjusted as of the day of performance
of this agreement and the net amount thereof shall be
added to or deduction from, as the case may be, the
purchase price payable by the BUYER at the time of
delivery of the deed.
17. ADJUSTMENT If the amount of said taxes is not known at the time of
OF TAXES the delivery of the deed, they shall be apportioned on
the basis of the taxes assessed for the preceding
fiscal year, with a reapportionment as soon as the
new tax rate and valuation can be ascertained; and,
if the taxes which are to be apportioned shall
thereafter be reduced by abatement, the amount of
such abatement, less the reasonable cost of obtaining
the same, shall be apportioned between the parties,
provided that neither party shall be obligated to
institute or prosecute proceedings for an abatement
unless herein otherwise agreed.
18. BROKER'S FEE NOT APPLICABLE
19. BROKER'S WARRANTY NOT APPLICABLE.
20. DEPOSIT All deposits made hereunder shall be held in escrow by
George Woron, Esq., attorney for SELLER, as escrow
agent, subject to the terms of this agreement and shall
be duly accounted for at the time for performance of
this agreement. The deposit shall be held in a
non-interest bearing account.
21. BUYER'S If the BUYER shall fail to fulfill the BUYER's
DEFAULT; agreements herein, all deposits made hereunder by the
DAMAGES BUYER shall be retained by the SELLER as liquidated
damages, which shall be SELLER's sole remedy hereunder
both in law and in equity.
22. BROKER AS PARTY NOT APPLICABLE
23. LIABILITY OF TRUSTEE, ETC. NOT APPLICABLE
24. WARRANTIES The BUYER acknowledges that the BUYER has not been
AND REPRE- influenced to enter into this transaction nor has he
SENTATIONS relied upon any warranties or representation not set
forth or incorporated in this agreement.
25. MORTGAGE CONTINGENCY NOT APPLICABLE
26. CON- This instrument, executed in multiple counterparts, is
STRUCTION to be construed as a Massachusetts contract, is to take
effect as a sealed instrument, sets forth the entire
contract between the parties, is binding upon and
enures to
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Exhibit 10.11
the benefit of the parties hereto and their respective
heirs, devisees, executors, administrators, successors
and assigns, and may be canceled, modified or amended
only by a written instrument executed by both the
SELLER and BUYER. If two or more persons are named
herein as BUYER their obligations hereunder shall
be joint and several. The captions and marginal notes
are used only as a matter of convenience and are not to
be considered a part of this agreement or to be used in
determining the intent of the parties to it.
27. LEAD PAINT LAW NOT APPLICABLE
28. SMOKE DETECTORS NOT APPLICABLE
SEE ADDENDUM ATTACHED HERETO, INCORPORATED HEREIN AND MADE A PART HEREOF.
SELLER: BUYER:
BRUKER DALTONICS INC.
_____________________________ BY:______________________________
ISOLDE LAUKIEN , duly authorized
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Exhibit 10.11
ADDENDUM TO PURCHASE & SALE AGREEMENT
DATED AS OF DECEMBER 1, 2000 BY
ISOLDE LAUKIEN, AS SELLER,
AND
BRUKER DALTONICS INC. AS BUYER,
FOR THE PREMISES LOCATED ON MANNING ROAD, BILLERICA, MASSACHUSETTS
A. INSPECTIONS: The premises are sold "AS IS" and no representations have been
made by SELLER in regard to its condition except those contained in this
Agreement.
B. TITLE STANDARD: Any title matter which is the subject of a title standard of
the Massachusetts Conveyancers Association at the time for delivery of the deed
shall be governed by said title standard to the extent applicable.
C. CERTIFICATES: The BUYER's obligations hereunder are conditioned upon the
SELLER signing and delivering at the closing such documents as may be
customarily and reasonably requested by the BUYER's or BUYER's title insurance
company, including, without limitation, affidavits and/or certificates with
respect to: (i) mechanic's liens and parties in possession; and (ii) FIRPTA.
D. WARRANTIES AND REPRESENTATIONS: The SELLER hereby warrants and represents,
the same to be true as of the date hereof, that:
(i) the SELLER has not received any notice that the premises are in
violation of any federal, state or local environmental, sanitary,
health or safety statute, ordinance, code, by-law, rule or regulation
and that the SELLER has no actual knowledge of any such violations;
and
(iii) the SELLER has no knowledge of any pending betterment assessments,
encumbrances, and/or liens affecting the premises
E. SOCIAL SECURITY NUMBERS: The BUYER's Tax Identification number is _____
___________. The SELLER's social security number is _________________.
F. NOTICES: All notices required or permitted to be given hereunder shall be in
writing and delivered by hand, sent by overnight carrier (such as Federal
Express) or by facsimile (with acknowledgment of receipt), or mailed postage
prepaid, by registered or certified mail, to the other party, in the case of the
SELLER:
George Woron, Esq.
75 State Street - Suite 1520
Boston, MA 02109
FAX: (617) 439-3939
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in the case of the BUYER:
Richard M. Stein, Esq.
Hutchins, Wheeler & Dittmar
101 Federal Street
Boston, MA 02110
FAX: (617) 951-1295
or, in the case of either party, to such other address as shall be designated by
written notice given to the other party. Any such notice shall be deemed given
when so delivered by hand, or if sent by overnight delivery service or
facsimile, when received, or, if mailed, when deposited with the U.S. Postal
Service.
G. CONDITION OF PREMISES: At the time for performance the Premises shall be
delivered to BUYER free of all personal property and debris.
H. REASONABLE ACCESS: From and after the date of this Agreement, SELLER agrees
to permit BUYER and its designees reasonable access to the premises for purposes
of inspecting the Premises.
I. TITLE/SURVEY/LEGAL COMPLIANCE: It is understood and agreed by the parties
that the Premises shall not be in conformity with the provisions of Paragraphs 4
and 9 of the Agreement unless:
1. All improvements, if any, shall be located completely within the
boundary lines of said Premises and shall not encroach upon or under
the property of any other person or entity;
2. No building, structure or improvement of any kind belonging to any
other person or entity shall encroach upon or under said Premises;
3. The Premises shall abut a public way or private way to which BUYER
shall have both pedestrian and vehicular access, and, if a private
way, that such private way in turn has legal access to a public way,
which public way is duly laid out or accepted as such by the Town of
Billerica;
4. Title to the Premises is insurable for the benefit of BUYER by a title
insurance company at normal premium rates in the American Land Title
Association form currently in use, subject only to those printed
exceptions to title normally included in the "jacket" to such form and
to the exceptions set forth in Paragraph 4 of this Agreement but not
subject to any exception or exclusion for so-called "mechanic's liens"
or for "creditors' rights".
5. Neither the Premises, nor any portion thereof, violates the
subdivision ordinances, by laws or regulations of the Town of
Billerica or the provisions of Massachusetts General Laws, Chapter 41
Sections 81K et seq.
J. NO BROKER: BUYER and SELLER warrant and represent to each other that no
broker or finder has been involved in this transaction and each party agrees to
indemnify and save the other harmless from any loss, cost or damages which the
other party may pay or incur, including reasonable attorney's fees and expenses,
by reason of any claim for payment in the nature of a broker's commission or
finder's
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Exhibit 10.11
fee or other similar fee which may be made by reason of contact by the
indemnifying party with any such broker or finder. The provisions of this
paragraph shall survive delivery of the deed.
K. SELLER'S REPRESENTATIONS AND WARRANTIES: SELLER represents and warrants to
BUYER that to the best of her knowledge:
1. there is not presently nor during the period of SELLER's
ownership has there been, nor has there been during any prior
ownership, any underground storage tank for the storage of fuel
oil, petroleum products or hazardous materials at the Premise.
2. No hazardous material or waste has been improperly disposed of at
the Premises during the period of SELLER's ownership or during
any prior ownership.
3. There is no mortgage indebtedness or other monetary encumbrances
presently outstanding against the Premises.
4. SELLER has not caused or permitted any work to be done on or to
the Premises in violation of the provisions of General Laws,
chapter 131, Section 40, as amended, concerning wetlands,
seacoasts and flood plains, and Seller knows of no such violation
with respect to the Premises by any other person before or after
Seller acquired the Premises.
The provisions of this paragraph shall survive delivery of the deed.
L. ENTIRE AGREEMENT: It is understood by and between the parties hereto that the
Purchase and Sale Agreement, including this Addendum, constitutes the entire
agreement between the parties (hereinafter, the "Agreement"), that this
Agreement supersedes any and all other agreements made prior hereto, and that
this Agreement may not be altered or amended except in writing signed by both
parties.
Executed as a sealed instrument as of the day and year first above written.
SELLER: BUYER:
BRUKER DALTONICS INC.
/S/ ISOLDE LAUKIEN /S/ FRANK LAUKIEN
- ---------------------------------- ------------------------------------
ISOLDE LAUKIEN Frank Laukien, duly authorized