EXHIBIT 2.10
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is dated as of June
30, 2003, by and among the remaining partner of Foxrun Apartments, a
Pennsylvania general partnership, being NORMAN WOLGIN, SIDNEY WOLGIN and WILLIAM
WOLGIN in the respective proportion of their interest in the Partnership (as
hereinafter defined) (collectively, "Buyer"), and PR FOX RUN, L.P., a
Pennsylvania limited partnership ("Seller" or "PR FOX RUN").
BACKGROUND
Seller owns a fifty percent (50%) general partnership interest (the
"Partnership Interests") in Foxrun Apartments, a Pennsylvania general
partnership (the "Partnership"). Buyer owns the remaining fifty percent (50%)
general partnership interest in the Partnership. The Partnership was formed
pursuant to that certain Partnership Agreement Foxrun Apartments, dated May 29,
1969, by and between Jack L. Wolgin, Sidney Wolgin, William Wolgin and Norman
Wolgin, co-partners trading as Wolpart ("Wolpart"), and Nathan Alexander, Lloyd
R. Bechtel, Martin G. Bergman, Sylvan M. Cohen, Samuel J. Korman, Morris A.
Kravitz, Marvin Orleans, Raymond G. Perleman, David H. Solms and Jack L. Wolgin,
as Trustees under Trust Indenture designated as Pennsylvania Real Estate
Investment Trust ("PREIT"), as amended by First Amendment to Foxrun Apartments
Partnership Agreement, dated November 1, 1970, between PREIT and Wolpart; Second
Amendment to Foxrun Apartments Partnership Agreement, dated March 22, 1971,
between PREIT and Wolpart; Assignment of Partnership Interest Acceptance of
Assignment and Agreement to be Bound, dated as of September 30, 1997, by and
between PREIT and PR FOX RUN; Third Amendment to Fox Run Apartments Partnership
Agreement, dated April 29, 1999; and Fourth Amendment to Foxrun Apartments
Partnership Agreement dated May __, 1999 be and between Buyer and PR FOX RUN
(together, the "Partnership Agreement"). The Partnership Agreement is hereby
incorporated herein by this reference. All defined terms in the Partnership
Agreement shall, unless otherwise expressly provided herein, have the same
meanings in this Agreement as are ascribed to them in the Partnership Agreement.
The Partnership owns that certain apartment complex more commonly known
as Fox Run Apartments, located in Warminster, Pennsylvania (the "Project"). The
Project is encumbered by a first mortgage loan (the "Mortgage Loan") from Green
Park Financial Limited Partnership, as assigned to Fannie Mae ("Lender")
pursuant to loan documents (the "Loan Documents") listed on Exhibit "A" hereto.
The unpaid principal balance of the Mortgage Loan as of June 1, 2003 will be
$5,338,208.
Buyer desires to buy the Partnership Interests and Seller desires to
sell the Partnership Interests to Buyer and withdraw from the Partnership, all
on the terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and intending to be legally bound hereby, the parties hereto agree as
follows:
1. Sale and Purchase of Partnership Interests. Upon the terms and
subject to the conditions set forth in this Agreement, upon closing under this
Agreement (the "Closing"), Seller will sell, assign, transfer and convey the
Partnership Interests to Buyer without recourse, representation or warranty of
any kind except as expressly set forth in this Agreement and in the instruments
of conveyance and withdraw as a partner, and Buyer will assume, purchase and
acquire the Partnership Interests from Seller. The Partnership shall continue
the partnership business under its existing name without winding up its affairs.
2. Payment of Purchase Price. The purchase price for the Partnership
Interests (the "Purchase Price") shall be Five Million Nineteen Thousand One
Hundred Four Dollars ($5,019,104), and shall be paid as follows:
(a) Deposit. Two Hundred Eight Thousand Three Hundred Twenty Dollars
($208,320) upon the execution of this Agreement (and as a condition precedent to
the effectiveness of this Agreement) by bank wire transfer of immediately
available funds to Seller to the account listed below:
Bank: First Union
Location: Philadelphia
ABA: 031 201 467
Account: 201419720248
Title: PREIT Associates, LP
With Instructions to Notify:
Helen Davis, Cash Management at (215)875-0728
All such funds will be referred to herein as the "Deposit". The Deposit
shall, at Closing, be applied against the Purchase Price. The Deposit shall be
non-refundable except as expressly provided in this Agreement.
(b) Mortgage Loan. At Closing, Buyer will be credited against the
Purchase Price for the Partnership Interests, an amount equal to fifty percent
(50%) of the then principal balance of the Mortgage Loan.
(c) Balance of Purchase Price. The balance of the Purchase Price,
subject to adjustments, shall be paid to Seller at Closing by wire transfer of
immediately available funds.
3. Apportionments. Apportionments required hereunder shall be prorated
as of 11:59 p.m. on the day prior to the Closing Date.
(a) Transfer Taxes. If any realty transfer taxes are due in
connection with the transactions contemplated hereby, each party shall be
responsible for one-half (1/2) thereof.
(b) Mortgage Loan. Interest on the Mortgage Loan will be apportioned
in accordance with the method by which interest is calculated under the Mortgage
Loan, e.g., if interest is payable on the related mortgage loan on the basis of
twelve, 30 day months, it shall be apportioned between Buyer and Seller on such
basis. Seller shall be credited for one-half of any deposits (other than
security deposits), escrows or reserves required to be maintained by Lender (as
hereinafter defined) under the Mortgage Loan.
(c) Rents. All collected rents and other payments from tenants under
the leases with respect to the Project (the "Leases") shall be prorated between
Seller and Buyer. Seller shall be entitled to fifty percent (50%) of all rents,
charges, and other revenue of any kind attributable to any period under the
Leases to but not including the Closing Date. Rents and expense escalations or
other reimbursements due Partnership, as landlord under the Leases, not
collected as of the Closing Date shall not be prorated at the time of Closing,
but for a period of ninety (90) days after the Closing Date the Partnership
shall make a good faith effort to collect the same on Seller's behalf and to
tender Seller fifty percent (50%) of any amounts collected (and attributable to
the period of time up to but not including the Closing Date) upon receipt (which
obligation shall survive the Closing).
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(d) Operating Expenses. Operating Expenses of the Project shall be
prorated between Buyer and Seller, with Seller being responsible for fifty
percent (50%) of accrued and unpaid liabilities and being credited for fifty
percent (50%) of all prepaid expenses attributable to the period of time up to
but not including the Closing Date.
(e) Taxes. Real estate and personal property taxes shall be prorated
for the calendar year or fiscal year, as the case may be, for which such taxes
are assessed. Such proration shall be calculated based upon the actual number of
days in such calendar year or fiscal year, as the case may be, with Seller and
Buyer each being responsible for one-half of that portion of such calendar or
fiscal year occurring prior to midnight of the day prior to the Closing Date and
Buyer being responsible for that portion of such calendar or fiscal year
occurring on and after the Closing Date. All prorations shall be based upon the
actual tax assessed. If the real estate and/or personal property tax rate and
assessments have not been set for the calendar or fiscal year in which the
Closing occurs, then the proration of such taxes shall be based upon the rate
and assessments for the preceding calendar or fiscal year, and such proration
shall be adjusted between Seller and Buyer upon presentation of written evidence
that the actual taxes paid for the calendar or fiscal year in which the Closing
occurs differ from the amounts used at Closing in accordance with the provisions
of Section 3(g). Seller and Buyer shall each be responsible for one-half of all
installments of special assessments due and payable prior to the Closing Date
and Buyer shall be responsible for all installments of special assessments due
and payable on and after the Closing Date; provided, however, that Seller shall
not be responsible for any installments of special assessments which have not
been finally assessed (even if Seller shall have received notice that such an
assessment is contemplated) or which relate to projects that have not been
completed on the Closing Date.
(f) Lender Costs. Buyer shall pay all costs and expenses imposed by
Lender, including processing fees and Lender's legal fees, relating to any of
the transfer of partnership interest.
(g) Other Adjustments. Adjustments pursuant to Closing under this
Agreement shall not include security deposits, if any, held by the Partnership
under the Leases (which will continue to be held by the Partnership) but shall
include, inter alia, credits to Seller for fifty percent (50%) of bank balances
held by the Partnership (except to the extent such bank balances include items,
such as current rents or the like that are adjusted between the parties in
accordance with this Agreement), utility and other deposits posted by the
Partnership, any reserves held by the Lender and revenue from other sources
other than the Leases (such as laundry room vending contracts) which have
already been apportioned.
(h) Delayed Adjustments. If at any time following the Closing Date,
any adjustment under any subsection of this Section 3 shall prove to be
incorrect (whether as a result in an error in calculation or a lack of complete
and accurate information as of the Closing), the party in whose favor the error
was made shall promptly pay to the other party the sum necessary to correct such
error upon receipt of proof of such error, provided that such proof is delivered
to the party from whom payment is requested within ninety (90) days after the
Closing Date for all adjustments other than of adjustments of taxes. With
respect to taxes, proof must be delivered to the party from whom payment is
requested within one (1) year after the Closing Date. The provisions of this
Section 3(h) shall survive the Closing.
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(i) Attorney's Fees. Buyer and Seller shall each be responsible for
paying the fees and expenses of their own attorneys, consultants and other
professionals in connection with this transaction.
4. Closing. Closing under this Agreement shall occur no later than 2:00
p.m. on the date which is in no event later than ninety (90) days from the date
hereof; provided however, Buyer shall use all best efforts to enable Closing
hereunder to occur on or prior to August 1, 2003 (as applicable, the "Closing
Date"). If such date is not a business day in Pennsylvania, the Closing Date
shall be the next following business day. Closing shall occur by delivery of all
necessary documents by mail, fax or courier service to the offices of Drinker
Biddle & Reath LLP, 18th and Cherry Streets, One Logan Square, Philadelphia,
Pennsylvania 19103 and payment of the balance of the Purchase Price by wire
transfer of immediately available funds to such account as specified in Section
2(a) hereof. Time is of the essence with respect to Closing. Failure to deliver
such documents on the Closing Date and/or failure to pay the balance of the
Purchase Price payable hereunder shall constitute a default hereunder.
5. Representations and Warranties of Seller. Seller hereby represents
and warrants to Buyer as follows, which representations and warranties shall
survive Closing:
(a) Organization and Good Standing of Seller. Seller is a limited
partnership company duly organized and validly subsisting under the laws of the
Commonwealth of Pennsylvania
(b) Due Authorization and Enforceability. Seller has full power and
authority to make, execute, deliver and perform this Agreement. The execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
action on the part of Seller. This Agreement has been duly executed and
delivered by Seller and constitutes the legal, valid and binding obligation of
Seller, enforceable against Seller in accordance with its terms.
(c) No Broker. Seller has dealt with no broker, finder or other
intermediary to whom any fee or commission would be due in connection with the
transactions contemplated by this Agreement. Seller agrees to indemnify Buyer
and its successors and assigns against and shall hold them harmless from any and
all claims, damages, costs or expenses of or for such fees and commissions
arising out of an inaccuracy of this representation and warranty, and shall pay
all costs of defending any action or lawsuit (including, without limitation, the
costs of defending and/or bringing appeals to judgments pertaining thereto)
brought to recover any such fees or commissions by third parties, including,
without limitation, reasonable attorney's fees and expenses. This indemnity
shall survive Closing.
(d) No Encumbrance; Ownership of Partnership Interests. Seller has
not pledged, assigned, transferred or otherwise encumbered the Partnership
Interests, and Seller owns the Partnership Interests free and clear of any
liens, claims or encumbrances.
(e) Assignment of Partnership Interests. The Assignment and
Assumption of the Partnership Interests (as hereinafter defined) to be executed
by Seller at Closing shall be sufficient to convey all of the interests of
Seller in the Partnership.
6. Representations and Warranties of Buyer. Buyer hereby represents and
warrants to Seller as follows which representations and warranties shall survive
Closing:
(a) Sui Juris. Each of Buyer is an individual, of sound mind and
body.
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(b) Enforceability. This Agreement constitutes the legal, valid and
binding obligation of Buyer, enforceable against each of Buyer in accordance
with its terms.
(c) No Broker. Buyer has dealt with no broker, finder or other
intermediary to whom any fee or commission would be due in connection with the
transactions contemplated by this Agreement. Buyer agrees to indemnify Seller
and its successors and assigns against and shall hold them harmless from any and
all claims, damages, costs or expenses of or for such fees and commissions
arising out of an inaccuracy of this representation and warranty, and shall pay
all costs of defending any action or lawsuit (including, without limitation, the
costs of defending and/or bringing appeals to judgments pertaining thereto)
brought to recover any such fees or commissions by third parties, including,
without limitation, reasonable attorney's fees and expenses. This indemnity
shall survive Closing.
7. Covenants.
(a) Existing Mortgage Loan. Buyer will provide such information to
Lender as is required by the Loan Documents to permit the transaction
contemplated hereby to close without the consent of Lender and will request the
release by Lender of Seller and its affiliates from all liability under the Loan
Documents, in form and substance acceptable to Seller in its sole discretion,
but such release will not be a condition to Closing. In the event that Lender
does not execute a release in form and substance acceptable to Seller, Buyer,
jointly and severally, shall, and hereby does, indemnify and hold Seller and its
affiliates harmless from and against all liabilities under the Loan Documents
arising from and after Closing. This indemnity shall survive Closing.
(b) Satisfaction of Conditions. Without limiting the generality or
effect of any other provision hereof, prior to the Closing, subject to the cost
allocation as provide in Section 3 above, each of the parties hereto will use
their best efforts with due diligence and in good faith to satisfy promptly all
conditions required hereby to be satisfied by such party prior to the
consummation of the transactions contemplated hereby, including, without
limitation, causing all of their respective representations and warranties to
remain true and correct.
8. Operations Prior to Closing. From and after the date hereof through
the Closing Date, the Project shall be operated and managed in the same manner
as it has been operated by the Partnership prior to the date of this Agreement;
provided however except as shall be required to be made in the event an
emergency, capital expenditures and capital improvements shall not be made with
respect to the Project from and after the date hereof through the Closing Date,
except and to the extent currently included in the Partnership's 2003 operating
and capital budget, a copy of which is attached hereto as Exhibit "B" and made a
part hereof.
9. Conditions Precedent to Closing.
(a) Conditions Precedent to Obligations of Buyer. Buyer's
obligations under this Agreement to complete Closing shall be subject to the
fulfillment on or as of Closing of each of the following conditions, it being
understood that Buyer may, in its sole discretion, waive any or all of such
conditions in whole or in part:
(i) Accuracy of Representations. All representations and
warranties of Seller contained in this Agreement shall be, if specifically
qualified by materiality, true in all respects and, if not so qualified, shall
be true in all material respects, in each case on and as of the Closing Date
with the same effect as if made on and as of the Closing Date. Seller shall have
delivered to Buyer a certificate dated the Closing Date to the foregoing effect.
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(ii) Covenants. Seller shall, in all material respects, have
performed and complied with each of the covenants, obligations and agreements
contained in this Agreement that are to be performed or complied with by Seller
at or prior to Closing. Seller shall have delivered to Buyer a certificate dated
the Closing Date to the foregoing effect.
(iii) Will-O-Hill Apartments. Closing shall have occurred
concurrently on the sale by affiliates of Seller of all of its partnership
interests in Will-O-Hill Apartments to affiliates of Buyer.
(b) Conditions Precedent to Obligations of Seller. Seller's
obligations under this Agreement to complete Closing shall be subject to the
fulfillment at or prior to Closing of each of the following conditions, it being
understood that Seller may, in its sole discretion, waive any or all of such
conditions in whole or in part:
(i) Accuracy of Representations. All representations and
warranties of Buyer contained in this Agreement shall be, if specifically
qualified by materiality, true in all respects and, if not so qualified, shall
be true in all material respects, in each case on and as of the Closing Date
with the same effect as if made on and as of the Closing Date. Buyer shall have
delivered to Seller a certificate dated the Closing Date to the foregoing
effect.
(ii) Covenants. Buyer shall, in all material respects, have
performed and complied with each of the covenants, obligations and agreements
contained in this Agreement that are to be performed or complied with by it at
or prior to Closing. Buyer shall have delivered to Seller a certificate dated
the Closing Date to the foregoing effect.
10. Deliveries at Closing.
(a) Seller shall deliver to Buyer at Closing the following:
(i) The Assignment and Assumption of Partnership Interests, in
the form attached hereto as Exhibit "C", dated the Closing Date, duly executed
by Seller ("Assignment and Assumption of Partnership Interests");
(ii) All certificates required by this Agreement, including a
FIRPTA Affidavit, as hereinafter provided;
(iii) An amendment to the fictitious name registration, if any,
withdrawing Seller therefrom.
(b) Buyer shall deliver to Seller at Closing the following:
(i) By bank wire transfer, the Purchase Price, adjusted as
aforesaid, to the bank account specified in Section 2(a) hereof;
(ii) All certificates required by this Agreement;
(iii) The Assignment and Assumption of Partnership Interests,
dated the Closing Date, duly executed by Buyer;
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(iv) An amendment to the fictitious name registration, if any,
withdrawing Seller therefrom.
11. Default.
(a) If (A) Seller fails to complete Closing in accordance with the
terms of this Agreement, or (B) Seller has otherwise breached any
representation, warranty or covenant contained in this Agreement in any material
respect and such breach is not cured within ten (10) days after written notice
from Buyer to Seller specifying such default, then Buyer, as its sole remedies
shall either (i) seek specific performance of Seller's obligations under this
Agreement or (ii) terminate this Agreement by written notice to Seller, in which
latter event the Deposit shall be returned to Buyer, this Agreement shall become
null and void and, thereafter, neither party shall have any further rights,
liabilities or obligations hereunder except as otherwise expressly provided
herein.
(b) If (A) Buyer fails to complete Closing in accordance with the
terms of this Agreement, or (B) Buyer has otherwise breached any representation,
warranty or covenant contained in this Agreement in any material respect and
such breach is not cured within ten (10) days after written notice from Seller
to Buyer specifying such default, then Seller shall have the right to terminate
this Agreement and retain the Deposit as liquidated and agreed damages and/or
seek any remedy at law or in equity.
12. "AS-IS".
(a) THE PROJECT OWNED BY THE PARTNERSHIP SHALL, AT CLOSING, BE IN
ITS "AS-IS" CONDITION AND WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, BY SELLER. BUYER ACKNOWLEDGES THAT SELLER IS NOT MAKING AND
SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR
CHARACTER, EXPRESSED OR IMPLIED, AS TO THE PROJECT. BUYER FURTHER ACKNOWLEDGES
IT HAS COMPLETED AND CONDUCTED ANY AND ALL INVESTIGATIONS AND INQUIRIES AS BUYER
DEEMS NECESSARY OR APPROPRIATE TO EVALUATE THE PURCHASE OF THE PARTNERSHIP
INTERESTS.
(b) EXCEPT AS OTHERWISE PROVIDED HEREIN, BUYER AND ANYONE CLAIMING
BY, THROUGH OR UNDER BUYER, HEREBY FULLY RELEASES SELLER AND ITS RESPECTIVE
PARTNERS, OFFICERS, DIRECTORS, TRUSTEES, EMPLOYEES, CONTRACTORS, AGENTS,
SUBSIDIARIES, SHAREHOLDERS, PARENTS AND AFFILIATES AND ITS AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "INDEMNITIES") FROM ANY AND ALL CLAIMS
THAT THEY MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST ANY OF THE INDEMNITIES FOR
ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION
ARISING FROM OR RELATED TO ANY CONDITIONS OF THE PROJECT, INCLUDING BUT NOT
LIMITED TO, ITS ENVIRONMENTAL CONDITION, MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THIS RELEASE
SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS
AND PROVISIONS, INCLUDING BUT NOT LIMITED TO, THOSE RELATING TO UNKNOWN AND
UNSUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION. THIS COVENANT RELEASING SELLER
SHALL BE A COVENANT RUNNING WITH THE LAND AND SHALL BE BINDING UPON BUYER AND
THE RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS OF
BUYER.
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(c) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE ACCEPTANCE BY
BUYER OF THE ASSIGNMENT AND ASSUMPTION OF PARTNERSHIP INTERESTS AND THE OTHER
DELIVERIES REQUIRED OF SELLER SHALL BE DEEMED TO BE A FULL PERFORMANCE BY SELLER
OF, AND SHALL DISCHARGE SELLER FROM, ALL OBLIGATIONS HEREUNDER; AND SELLER SHALL
HAVE NO LIABILITY THEREAFTER TO BUYER, OR TO ANY OTHER PERSON, FIRM, CORPORATION
OR PUBLIC BODY WITH RESPECT TO THE PARTNERSHIP INTERESTS OR THE PROJECT.
13. No Survival. Any and all representations and warranties contained
in this Agreement or any exhibit attached hereto or any certificate, financial
statement or report or other document delivered pursuant to this Agreement or in
connection with the transactions contemplated hereby, and all covenants and
agreements contained in this Agreement, unless otherwise expressly provided
herein, shall not survive Closing
14. Access to Records; Tax Matters.
(a) For a period of five (5) years subsequent to the Closing Date,
Seller and Seller's Representatives shall be entitled to access during business
hours to all documents, books and records given to Buyer by Seller for tax and
audit purposes, regulatory compliance, and cooperation with governmental
investigations upon reasonable prior notice, and shall have the right, at the
requesting party's sole cost and expense, to make copies of such documents,
books and records.
(b) After Closing, Buyer shall cooperate with the Seller fully as
and to the extent reasonably requested in connection with the filing of tax
returns. Within fifteen (15) days after written request from Seller, Buyer shall
deliver its partnership tax return and any other related standard tax filing in
its possession or control to Seller, which returns and filings shall be subject
to Section 15. The provisions of this Section 14(b) shall survive the Closing.
15. Confidentiality.
(a) Except as hereinafter provided, neither Seller nor Buyer will
release or cause or permit to be released any press notices or publicity (oral
or written) or advertising promotion relating to, or otherwise announce or
disclose or cause to permit to be announced or disclosed in any manner
whatsoever, the terms, conditions or substance of this Agreement without first
obtaining the written consent of the other party; provided, however if Buyer or
Seller become legally obligated to disclose any confidential information or
information other pertinent to the transaction contemplated hereby, each will
give the non-disclosing party prompt and timely notice of such fact so that such
party may obtain a protective order or other appropriate remedy concerning any
such disclosure or waive compliance with the provisions of this Section 15. The
disclosing party will cooperate fully with the non-disclosing party in
connection with its efforts to obtain a protective order or other appropriate
remedy. In the event the non-disclosing party is unable to obtain a protective
order or other appropriate remedy with respect to the confidential information,
the disclosing party shall have nevertheless used its best efforts to have the
confidential information so required to be disclosed treated confidentially;
provided, further, notwithstanding anything herein to the contrary, Seller shall
have the right to make any disclosure (including public announcements) which
Seller reasonably believes (following consultation with its counsel) is required
by law or applicable rules of any securities exchange.
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(b) The provisions of this Section 15 shall survive Closing or
earlier termination of this Agreement.
16. FIRPTA. Seller represents that Seller is not a "foreign person" as
defined in Section 1445(f)(3) of the Internal Revenue Code. At Closing, Seller
shall deliver to Buyer a Foreign Investors Real Property Tax Act Certification
and Affidavit in form and substance reasonably acceptable to the parties.
17. Assignment. Neither Seller nor Buyer may assign, delegate or
otherwise transfer any right or obligation under this Agreement, except that
Buyer may assign its rights hereunder to an affiliate of Buyer or a partner in
Buyer.
18. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered or, if mailed, when mailed by United States first-class,
certified or registered mail, postage prepaid, or by reputable overnight courier
service, fees prepaid, to the other party at the following addresses (or at such
other address as shall be given in writing by any party to the other):
If to Buyer, to: c/o Waverly Management, Inc.
Suite 1200
615 Chestnut Street
Philadelphia, Pennsylvania 19106
Attention: Norman Wolgin
Copy to: Wiener and Wiener LLP
Suite 400 - Commonwealth Building
512 Hamilton Street
Allentown, Pennsylvania 18101
Attention: Stephen W. Wiener, Esquire
If to Seller, to: c/o PREIT SERVICES, LLC
The Bellevue, Third Floor
200 South Broad Street
Philadelphia, Pennsylvania 19102
Attn: Jeffrey A. Linn
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With a copy to PREIT Services, LLC
The Bellevue, Third Floor
200 South Broad Street
Philadelphia, Pennsylvania 19102
Attention: Bruce Goldman, Esquire
With a copy to: Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, Pennsylvania 19103
Attn: Clifford H. Swain, Esq.
19. Successors and Assigns. This Agreement, and all rights and powers
granted thereby, will bind and inure to the benefit of the parties hereto and
their respective successors and assigns.
20. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
21. Headings. The headings preceding the text of the sections and
subsections hereof are inserted solely for convenience of reference, and shall
not constitute a part of this Agreement, nor shall they affect its meaning,
construction or effect.
22. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but which together
shall constitute one and the same instrument.
23. Further Assurances. Each party shall cooperate and take such action
as may be reasonably requested by the other party in order to carry out the
provisions and purposes of this Agreement and the transactions contemplated
hereby.
24. Amendment and Waiver. This Agreement shall be amended only by
written agreement of all parties hereto.
25. Entire Agreement. This Agreement and the exhibits hereto, each of
which is hereby incorporated herein, set forth all of the promises, covenants,
agreements, conditions and undertakings between the parties hereto with respect
to the subject matter hereof, and supersede all prior and contemporaneous
agreements and understandings, inducements or conditions, express or implied,
oral or written.
26. Time is of the Essence. Time is of the essence with respect to this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.
BUYER:
Norman Wolgin
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Norman Wolgin
Sidney Wolgin
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Sidney Wolgin
William Wolgin
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William Wolgin
SELLER:
R FOX RUN, L.P. a Pennsylvania limited partnership
By: PR Fox Run Trust, its general partner
By: Jonathan B. Weller
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Name: Jonathan B. Weller
Title: President
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