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Exhibit 10.63
CONTRACT OF SALE
THIS CONTRACT OF SALE ("Agreement") dated September 29, 1996, by and
between CANNONDALE CORPORATION, a Delaware corporation with an address at 9
Brookside Place, Redding, Connecticut 06829 ("Seller"), and SANDVICK
ASSOCIATES, INC., a Connecticut corporation with an address at 29 Taylor
Avenue, Bethel, Connecticut 06801 ("Purchaser").
Seller and Purchaser, in consideration of the mutual covenants herein
contained, hereby agree as follows:
SECTION 1. SALE OF PREMISES; ACCEPTABLE TITLE.
1.01 SALE AND PURCHASE. Seller shall sell to Purchaser, and
Purchaser shall purchase from Seller, at the price and upon the terms and
conditions set forth in this Agreement, the following:
(a) the parcels of land more particularly described in Schedule
A attached hereto (collectively, "Land") in the Town of Redding, County of
Fairfield and State of Connecticut;
(b) the buildings and improvements situated on the Land and
Seller's interest in any fixtures and systems therein (collectively,
"Building"); and
(c) all right, title and interest of Seller, if any, in and to
the land lying in the bed of any street or highway in front of or adjoining the
Land, together with all easements, rights of way, licenses, privileges and all
other appurtenances to the Land and Building (collectively, "Appurtenances").
The Land, Building and Appurtenances are hereinafter
collectively referred to as the "Premises".
1.02 ACCEPTABLE TITLE. Seller shall convey and Purchaser shall
accept title to the Premises in accordance with the terms of this Agreement,
subject only to the exceptions specified in Schedule A and to the following:
(a) Any restriction or limitations imposed or to be imposed by
governmental authority, including the zoning and planning rules and regulations
of the Town of Redding, provided same are not in violation as of the date of
the "Closing" (as hereinafter defined).
(b) Taxes of the Town of Redding which become due and payable
after the date of the Closing, which taxes Purchaser will assume and agree to
pay as part of the consideration for the deed to be delivered by Seller
hereunder.
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(c) Encroachments of fences, hedges, coping and retaining walls
projecting from the Premises over any street or highway or over any adjoining
property and encroachments of similar elements projecting from adjoining
property over the Premises.
(d) Public improvement assessments, sewer assessments and sewer
use charges, or other assessments and/or any unpaid installments thereof, which
assessments, installments and/or use charges become due and payable after the
date of the Closing, which assessments, installments and/or use charges
Purchaser will assume and agree to pay as part of the consideration for the
deed.
(e) State of facts shown by an accurate survey and physical
inspection of the Premises.
(f) All rights of utility companies for the erection and/or
maintenance of water, gas, electric, telephone, sewer or other utility pipes,
lines, poles, wires, conduits, or other like facilities, and appurtenances
thereto, over, across and under the Premises.
(g) UCC-1 Financing Statements described in Items 5-13 of
Schedule A hereto (the "Financing Statements"). Seller agrees to cause the
Financing Statements to be released of record on or before the date Seller
vacates the Premises and takes occupancy of its new corporate headquarters to be
constructed in the Frances J. Clarke Industrial Park in Bethel, Connecticut, but
in no event later than September 1, 1997. Seller hereby agrees to indemnify
Purchaser against, and hold Purchaser harmless from, all loss, cost, damage,
liability, or expense (including, but not limited to, attorneys' fees and
disbursements) incurred by Purchaser by reason of the existence of the Financing
Statements as encumbrances upon title-to the Premises. This paragraph shall
survive the Closing.
SECTION 2. PURCHASE PRICE; ACCEPTABLE FUNDS; ESCROW OF DOWN PAYMENT.
2.01. PURCHASE PRICE. The purchase price ("Purchase Price") to be paid
by Purchaser to Seller for the Premises is ONE MILLION SIX HUNDRED SEVENTY-SIX
THOUSAND AND NO/100 ($1,676,000) DOLLARS, payable at the Closing by unendorsed
certified check or official bank check, or by wire transfer as set forth in
subsection 2.02(b) below, subject to closing adjustments as set forth in
Section 7 of this Agreement.
2.02. ACCEPTABLE FUNDS. (a) The check or checks, if any, delivered by
Purchaser under Section 2.01 above shall be drawn on a Connecticut bank with a
banking office in Fairfield County, Connecticut, or a New York City bank which
is a member of the New York Clearing House.
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(b) By written notice to Purchaser no later than three days
prior to the Closing Date, Seller may require Purchaser to deliver the balance
of the Purchase Price due at the Closing by means of a wire transfer of federal
funds. If Seller so elects, Seller shall designate the account to which such
funds shall be wired.
SECTION 3. THE CLOSING.
The transfer of title to the Premises pursuant to this Agreement
("Closing") shall occur on September 30, 1996. The date of closing is referred
to in this Agreement as the "Closing Date". The Closing shall be held in the
offices of Levett, Rockwood & Sanders Professional Corporation, 33 Riverside
Avenue, Westport, Connecticut, commencing at 10:00 A.M. on the Closing Date.
SECTION 4. REPRESENTATIONS AND WARRANTIES.
4.01 POWER, AUTHORITY, EXECUTION AND DELIVERY.
Purchaser and Seller each represents and warrants to the other the
following:
(a) Each party has full power and authority respectively, to
acquire and own, or convey, as the case may be, the Premises, and that such
acquisition or conveyance, as the case may be, does not and will not violate
any provision of any law, judgment, writ, decree or order of any court or
agency of government, applicable to Purchaser or Seller, as the case may be, or
any provision of any agreement or other instrument to which Purchaser or
Seller, as the case may be, is subject or bound, or conflict with, result in a
breach of, or constitute a default (with or without due notice or lapse of time
or both) under any such agreement or other instrument.
(b) The execution and delivery of this Agreement by the
persons so acting on Purchaser's or Seller's behalf, respectively, have been
authorized by all necessary formal action of each party, and this Agreement is
the valid and legally binding obligation of each party, respectively,
enforceable in accordance with its terms.
4.02 INSPECTION. Purchaser represents and warrants to Seller that
Purchaser has inspected the Premises, is fully familiar with the physical
condition and state of repair thereof, and, on the Closing Date, shall accept
the Premises "AS IS" and in its condition as of the date of this Agreement,
subject to reasonable wear and tear, without claim against Seller for any
defects therein of any kind, latent or otherwise. Purchaser acknowledges that
neither Seller nor any agent, broker or other party acting on
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Seller's behalf has made any warranty or representation, express or implied, as
to any matter or thing relating to the premises and/or the transaction
contemplated by this Agreement, except as otherwise expressly set forth in this
Agreement. Purchaser acknowledges that it has made its decision to buy based on
its own information and is not relying on Seller to furnish Purchaser with any
information, except as specified herein.
SECTION 5. CONDEMNATION AND DAMAGE BY FIRE AND OTHER HAZARD.
5.01. IMMATERIAL DAMAGE OR TAKING. If an immaterial part of the
Premises is damaged by fire or other cause or is taken by eminent domain, this
Agreement shall not be affected thereby and there shall be no reduction in the
Purchase Price. Seller shall assign to Purchaser at the Closing and Purchaser
shall accept an assignment of all of Seller's claims or rights under Seller's
insurance policy or policies on the Premises and/or all of Seller's claims or
rights to receive any condemnation awards. If and to the extent seller shall
have received the proceeds of any such claim or awards prior to the Closing
Date, Seller shall pay over to Purchaser on the Closing Date:
(a) the actual amount of insurance moneys collected by
Seller on account of such loss in case of destruction by fire or other cause; or
(b) the net amount received by Seller, in the case of a
taking by eminent domain.
In any event, the assignment or the proceeds shall be reduced by the
costs incurred by Seller as a result of the damage or condemnation, including
without limitation, counsel fees and costs of interim protection, repair and
restoration reasonably incurred and actually paid by Seller.
5.02. MATERIAL DAMAGE OR TAKING. If all or a material part of the
Premises is damaged by fire or other cause, or is taken by eminent domain,
Seller or Purchaser may cancel this Agreement by notice to the other given not
later than ten days after receipt of notice of such damage or of such taking
(as the case may be) and, in such event, this Agreement shall be canceled and
terminated and neither party shall have any further rights against the other.
If neither party so cancels this Agreement, the Closing shall occur as provided
herein and the provisions of Section 5.01 shall control.
5.03. DEFINITIONS OF MATERIAL AND IMMATERIAL. For the purposes of
Sections 5.01 and 5.02, a material part of the Premises shall be deemed to have
been damaged if the estimated cost to repair the Building shall be greater than
$100,000; otherwise, the damage shall be deemed to be immaterial. For purposes
of this Section, a material part of the Premises shall be deemed to have
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been taken by eminent domain if (i) more than 10% of the Land or any portion of
any of the Building shall be taken by eminent domain; or (ii) access to the
Premises or parking therefor shall be materially impaired; otherwise, the
taking shall be deemed to be immaterial.
5.04. MAINTENANCE OF INSURANCE. Seller agrees to maintain through the
Closing Date the insurance policy or policies presently in force with respect to
the Premises or insurance equivalent in amount and coverage. Seller represents
that such insurance provides coverage against fire and other hazards included
within an extended coverage endorsement in an amount not less than the
replacement value of the Building, less foundation and underground utility
costs.
SECTION 6. SELLER'S CLOSING OBLIGATIONS.
At the Closing, Seller shall deliver the following to Purchaser:
6.01. DEED. A full covenant warranty deed executed in proper form for
recording so as to convey the title required by this Agreement.
6.02. TITLE AFFIDAVIT. Such affidavits as Purchaser's title insurance
company shall reasonably require in order to omit from its title insurance
policy all exceptions customarily omitted at a closing and with respect to such
other matters as Purchaser's title insurance company shall reasonably request.
6.03. CONVEYANCE TAXES. Completed real property conveyance tax forms.
6.04. FIRPTA STATEMENT. A "FIRPTA" certification confirming that
Seller is not a foreign person as defined in 26 U.S.C. Section 1445(f) (3).
6.05. PLANS, ETC. All plans, drawings, data and specifications,
relating to the Premises in Seller's possession or in the possession of
Seller's agents or employees.
SECTION 7. APPORTIONMENTS AT CLOSING.
7.01. All items customarily apportioned at a closing of title
including, without limitation, real estate taxes, sewer assessments and sewer
use charges and water charges shall be apportioned as of 11:59 p.m. of the day
immediately preceding the closing Date.
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SECTION 8. PURCHASER'S CLOSING OBLIGATIONS.
At the Closing, Purchaser shall:
8.01. MONIES. Deliver to Seller the balance of the Purchase Price in
the manner provided in Section 2.02 hereof, and a check or checks, complying
with Section 2.02, in payment of items apportioned pursuant to Section 7.
8.02. RECORDATION AND FILING. Cause the deed to be recorded and cause
all conveyance tax returns and checks in payment of such taxes to be delivered
to the appropriate officers having jurisdiction over the Premises promptly
after the Closing.
8.03. CONVEYANCE TAXES. Checks in the amount of the state and local
conveyance taxes.
8.04. OTHER DOCUMENTS REQUIRED. Execute and deliver all other
documents required by this Agreement to be delivered by Purchaser.
SECTION 9. CLEARING TITLE.
9.01. (a) Seller shall convey and Purchaser shall accept fee simple
marketable title to the Premises in accordance with the terms of this
Agreement, subject only to (i) the exceptions referred to in Section 1 and
Schedule A, and (ii) the standard printed exceptions in the ALTA form of title
insurance policy in use in the State of Connecticut. Nothing shall constitute
an encumbrance, lien or exception to title for the purposes of this Agreement
if the Standards of Title of the Connecticut Bar Association recommends that no
corrective or curative action is necessary in circumstances substantially
similar to those presented in the title to the Premises. Seller shall not be
required to bring any action or proceeding or to incur any expense to cure any
title defect.
(b) If examination of the title of the Premises shall reveal
one or more defects which prevent Seller from conveying title in accordance
with the terms of this Agreement, Purchaser shall, prior to the Closing Date,
give Seller written notice of same. Within the period commencing on the date
of such notice from Purchaser and ending on the Closing Date, Seller shall
either (i) cure such defects, or (ii) notify Purchaser that Seller cannot or
elects not to accomplish such cure. If Seller shall accomplish such cure within
such period and shall be able to convey title in accordance with this Section
9.01, the Closing shall then occur. If Seller shall not accomplish same within
such period, or if Seller gives to Purchaser the notice described in clause
(ii) above, then Purchaser, within three days after the earlier of (1) the
giving of Seller's notice to Purchaser as provided in clause
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(ii) above, or (2) the expiration of such period, shall elect either (x) to
accept a deed to the Premises conveying such title as Seller can give in
accordance with all of the other provisions of this Agreement upon payment of
the Purchase Price, or (y) to cancel and terminate this Agreement, in which
event Purchaser shall be entitled to receive any expenses actually incurred by
the Purchaser for examination of title to the Premises, not to exceed $300.00 in
the aggregate. Upon such payment being made, this Agreement shall be terminated,
and neither party shall have any further liability to the other hereunder.
SECTION 10. BROKERAGE
10.01. BROKERS. This Agreement is consummated by Seller in reliance on
the representation of Purchaser that no broker or agent brought the premises to
Purchaser's attention or was, in any way, a procuring cause of this sale and
purchase. Seller represents to Purchaser that no broker or agent has any
exclusive sale or exclusive agency listing on the premises.
SECTION 11. PURCHASER'S REMEDIES.
In the event of a default by Seller under this Agreement, Purchaser shall
be limited to the remedy of specific performance plus the recovery of its
actual and reasonable legal fees incurred in enforcing the remedy of specific
performance. However, in such event, in its discretion, Purchaser shall have
the right to declare this Agreement terminated, in which event Seller shall pay
the reasonable cost incurred by Purchaser for examination of title to the
Premises, not to exceed $300.00. Upon such termination and payment, neither
party shall have any further liability to the other hereunder.
SECTION 12. REPAIRS.
12.01. Sellers shall not be obligated to expend in excess of $10,000
for repairs required between the date hereof and the Closing in order to
maintain the Premises in their present condition, subject to ordinary wear and
tear. Seller's failure to make expenditures in excess of such amount shall not
be a default by Seller under this Agreement. If Seller elects not to expend in
excess of such amount, and as a result on the Closing Date the Premises are not
in their condition on the date of this Agreement, subject to ordinary wear and
tear, then Purchaser's sole remedy shall be to terminate this Agreement.
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Section 13. Default by Purchaser; Indemnification.
13.01. Default. If Purchaser should be in default by reason of its
failure or refusal to comply with any of the terms of this Agreement, Seller
may pursue all remedies available to it at law or in equity.
13.02. Purchaser's Indemnification. From and after the Closing
Seller shall indemnify Purchaser and hold Purchaser harmless from all
liability, cost, damage and expense (including, without limitation, attorneys'
fees and disbursements) with respect to any claim or liability relating to the
Premises accruing prior to the Closing Date. This Section shall survive the
Closing.
13.03. Seller's Indemnification. From and after the Closing Purchaser
shall indemnify Seller and hold Seller harmless from all liability, cost,
damage and expense (including, without limitation, attorneys' fees and
disbursements) with respect to any claim or liability relating to the Premises
accruing after the Closing Date. This Section shall survive the Closing.
Section 14. Notices.
Except as otherwise specifically provided in this Agreement, all
notices, demands, requests, consents, approvals or other communications
(collectively, "Notices") required or permitted to be given hereunder or which
are given with respect to this Agreement shall be in writing and shall either
be delivered by hand or sent by Federal Express or another national overnight
delivery service, addressed to the party to be notified at its address first
above set froth or to such other address as such party shall have specified
most recently by like Notice. Notices given as provided above shall be deemed
given at the time of hand delivery or one business day after dispatch prior to
the deadline of the overnight delivery service for overnight delivery, as the
case may be.
Section 15. Assignment.
Purchaser shall not assign its rights nor delegate its duties under
this Agreement without the prior written consent of Seller, which consent shall
not be unreasonably withheld or delayed. Any such assignment or delegation in
violation of this agreement shall be null and void, and shall be deemed a
default under this Agreement.
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SECTION 16. SURVIVAL; DELIVERY OF DEED.
16.01. SURVIVAL. Except as otherwise provided in this Agreement, no
representations, warranties, covenants or other obligations of Seller set forth
in this Agreement shall survive the Closing, and no action based thereon shall
be commenced after the Closing.
16.02. DELIVERY OF DEED. The delivery of the deed by Seller, and the
acceptance thereof by Purchaser, shall be deemed the full performance and
discharge of every obligation on the part of Seller to be performed under this
Agreement, except those obligations of Seller, if any, which are expressly
stated in this Agreement to survive the Closing.
SECTION 17. MISCELLANEOUS PROVISIONS.
17.01. ENTIRE UNDERSTANDING. This Agreement embodies and constitutes
the entire understanding between the parties with respect to the transactions
contemplated under this Agreement, and all prior agreements, understanding,
representations and statements, oral or written, are merged into this
Agreement. Neither this Agreement nor any provision hereof may be waived,
modified, amended, discharged or terminated except by an instrument signed by
the party against whom the enforcement of such waiver, modification, amendment,
discharge or termination is sought, and then only to the extent set forth in
such instrument.
17.02. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the law of the State of Connecticut.
17.03. CAPTIONS. The captions in this Agreement are inserted for
convenience of reference only and in no way define, describe or limit the scope
or intent of this Agreement or any of the provisions hereof.
17.04. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
17.05. CONSTRUCTION. As used in this Agreement, the singular shall
include the plural and the plural shall include the singular, as the context
may require.
17.06. RECORDING. This Agreement shall not be recorded by Purchaser in
the Redding Land Records. Purchaser's failure to observe this obligation shall
be deemed a material breach of this Agreement.
17.07. EXECUTION AND DELIVERY. Delivery of this Agreement for
inspection or otherwise by Seller to Purchaser and/or its
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attorneys shall not constitute an offer or create any rights in favor of
Purchaser or others and shall in no way obligate or be binding upon Seller; and
this Agreement shall have no force or effect unless and until the same is fully
executed and delivered by the parties and fully executed copies exchanged by
the parties hereto.
17.08 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original and all such
counterparts shall together constitute one and the same instrument.
17.09 ASSIGNMENT OF RESIDENTIAL LEASE. At the Closing, Seller shall
assign to Purchaser, and Purchaser shall assume, all Seller's right, title and
interest in and to that certain lease between Seller, as Landlord, and Dana and
John LaMendola, as Tenant, for premises on the second floor at 19 Brookside
Avenue, Georgetown, Connecticut. Seller shall also transfer to Purchaser at
closing the security deposit, if any, under such lease. All rental payments
under such lease shall be apportioned as of the Closing Date.
SECTION 18. LEASE OF THE PREMISES.
At the Closing, Seller and Purchaser shall mutually execute and deliver
an Agreement or Lease with respect to the Premises in the form of Schedule B
attached hereto and incorporated herein.
IN WITNESS WHEREOF, Seller and Purchaser have executed or cause
this Agreement to be executed the day and year first above written.
Seller:
CANNONDALE CORPORATION
By: /s/ Joseph Scott Montgomery
-----------------------------------
Its:
Purchaser:
SANDVICK ASSOCIATES, INC.
By: /s/ Michael J. Stimola
-----------------------------------
Its: President
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SCHEDULE A
Those three certain pieces of land with the buildings and improvements thereon,
situated in the Town of Redding, County of Fairfield and State of Connecticut
shown on a certain map entitled "Plot Plan Cannondale Corporation Georgetown
District Redding, Connecticut Scale 1"=40' June 14, 1982" certified
"substantially correct" by C. James Osborne, Jr., R.L.S. and recorded January
30, 1987 as Map No. 3371 in the Redding Town Clerk's Office, each such piece
being more particularly bounded and described as follows:
First Piece:
NORTHWESTERLY: By land now or formerly of Monaco in part, in part by land now or
formerly of Maria Nordlund, in part by the Second Piece described herein below,
and in part by land now or formerly of Bryon Scott, Jr. and Lorraine Scott,
378.81 feet, more or less;
NORTHEASTERLY: By land now or formerly of Mary A. Cardiff, and in part by land
now or formerly of Russell L. and Joan P. Seymour, 386.49 feet, more or less;
SOUTHEASTERLY: By Brookside Road, so called, 390.12 feet, more or less; and
SOUTHWESTERLY: By land now or formerly of Joel W. and Sandra K. Cohen and Joseph
and Anne Tannenbaum in part, and in part by land now or formerly of Monaco,
307.72 feet, more or less.
Together with that certain 41 square foot piece of land shown as Parcel "Y" on a
certain map entitled "Equal Area Exchange Map Prepared for Cannondale
Corporation Redding Connecticut Scale 1"=20' March 21, 1986" prepared by John W.
Fuller, Land Surveyor, Reg. No. 4775, Georgetown, Connecticut being Map No. 3306
in the Redding Town Clerk's Office, but excluding therefrom the 41 square foot
piece of land shown as Parcel "X" on said map.
Second Piece:
Being a 25 foot roadway adjoining the above described First Piece on the north
and bounded and described as follows:
NORTHWESTERLY: By land now or formerly of The Bethlehem Evangelical Lutheran
Church, Georgetown, Connecticut, 272.24 feet, more or less;
NORTHERLY: By Passway to Portland Avenue, 25.14 feet, more or less;
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NORTHEASTERLY: By land now or formerly of Raymond H. and Harry R. Carlson in
part, in part by land now or formerly of Raymond H. and Hilda H. Carlson, and in
part by land now or formerly of Bryon Scott, Jr., and Lorraine Scott, 386.37
feet, more or less;
SOUTHEASTERLY: By the First Piece hereinabove described, 37.45 feet, more or
less; and
SOUTHWESTERLY: By land now or formerly of Maria Nordlund, 127.06 feet, more or
less.
Third Piece:
WESTERLY: By Brookside Road, so-called, 270.20 feet, more or less;
NORTHERLY: Running to a point;
EASTERLY: By the westerly side of a brook marking the westerly boundary of land
now or formerly of Bernard S. and Marjorie G. Unger, 256.68 feet, more or less;
and
SOUTHERLY: By land now or formerly of Bernard S. and Marjorie G. Unger, 65.19
feet, more or less.
Said First, Second and Third Pieces are conveyed subject to:
1. Any restrictions or limitations imposed or to be imposed by
governmental authority including the planning and zoning rules and
regulations of the Town of Redding.
2. Taxes and assessments of the Town of Redding hereafter becoming due and
payable.
3. Easements in favor of The Connecticut Light and Power Company each
dated March 22, 1982 and recorded in Volume 113 at Pages 355 and 510 of
the Redding Land Records.
4. Easements in favor of The Connecticut Light and Power Company recorded
in Volume 39 at Page 458 and in Volume 41 at Page 440 of said Land
Records.
5. Easement to Bryon Scott, Jr. and Lorraine Scott recorded in Volume 64
at Page 260 of said Land Records.
6. Rights of others, if any, in and to the Brook marking the westerly
boundary of the Third Piece.
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7. UCC-1 Financing Statements in favor of General Electric Credit
Corporation recorded October 15, 1987 in Volume 142 at Page 933, and
amended by UCC-3 recorded November 13, 1987 in Volume 143 at Page 196,
and continued by UCC-3 recorded July 15, 1992 in Volume 169 at Page 322
of said Land Records.
8. UCC-1 Financing Statement in favor of General Electric Credit
Corporation recorded March 15, 1988 in Volume 144 at Page 933, and
continued by UCC-3 recorded November 23, 1992 in Volume 172 at Page 400
of said Land Records.
9. UCC-1 Financing Statement in favor of General Electric Credit
Corporation recorded May 16, 1988 in Volume 145 at Page 1007, and
amended by UCC-3 recorded in Volume 146 at Page 425, and continued by
UCC-3 recorded January 11, 1993 in Volume 173 at Page 508 of said Land
Records.
10. UCC-1 Financing Statements in favor of Center Capital Corporation
recorded July 5, 1991 in Volume 162 at Pages 345, 346 and 348 of said
Land Records.
11. UCC-1 Financing Statement in favor of Center Capital Corporation
recorded December 23, 1991 in Volume 165 at Page 202, and assigned to
BLT Leasing Corp. by UCC-3 recorded September 18, 1992 in Volume 170 at
Page 759, and further assigned to The CIT Group/Equipment Financing,
Inc. by UCC-3 recorded February 16, 1993 in Volume 174 at Page 350 of
said Land Records.
12. UCC-1 Financing Statement in favor of Center Capital Corporation
recorded May 22, 1992 in Volume 168 at Page 235, and assigned to BLT
Leasing Corp. by UCC-3 recorded September 18, 1992 in Volume 170 at
Page 759 of said Land Records.
13. UCC-1 Financing Statement in favor of Bell Atlantic Tricon Leasing
Corporation recorded December 31, 1991 in Volume 165 at Page 261 of
said Land Records.
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ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of September 23, 1996,
between SANDVICK ASSOCIATES, INC., a Connecticut corporation ("Assignor") with
an address at 29 Taylor Avenue, Bethel, Connecticut 06801 and NANTUCKET ROOST
ASSOCIATES, LLC, a Connecticut limited liability company ("Assignee") with an
address at 29 Taylor Avenue, Bethel, Connecticut 06801.
In consideration of the mutual agreements set forth below, the parties
agree as follows:
1. Assignor hereby transfers and assigns to Assignee all of its right,
title and interest in and to that certain Contract of Sale dated as of
September 29, 1996, between Cannondale Corporation, a Delaware corporation, as
the Seller, and Assignor, as the Purchaser (the "Purchase Agreement"), relating
to the purchase of 9 Brookside Place, situated in Redding, Connecticut, as more
particularly described on Schedule A attached hereto and made a part hereof;
and together with all of Assignor's right to any and all other agreements and
instruments delivered and to be delivered pursuant to the transactions
contemplated by the Purchase Agreement.
2. Assignee hereby assumes and agrees to faithfully perform and
discharge all obligations and liabilities of Assignor arising under the
Purchase Agreement and each of the other agreements and instruments to be
delivered in connection therewith. Assignee agrees to indemnify Assignor, and
to hold Assignor harmless, from all liabilities, claims, damages and expenses
which may arise
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against Assignor in its capacity as named Purchaser under the Purchase
Agreement or any of the other agreements and instruments to be delivered in
connection therewith.
3. Assignor covenants and agrees to execute, acknowledge and deliver
any and all such other and further assignments, transfers, confirmations and
other instruments and further assurances and consents as Assignee may
reasonably require in order to ensure and perfect the transfer and assignment
to Assignee of the rights being conveyed hereunder.
4. The terms and provisions of this Assignment and Assumption Agreement
shall be governed by and construed under the laws of the State of Connecticut
and shall be binding upon, and inure to the benefit of, each of the parties
hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Assignment and
Assumption Agreement as of the date first above written.
WITNESSES: SANDVICK ASSOCIATES, INC.
/s/ Kathy L. Gallaes By: /s/ Michael J. Stimola
- --------------------------- ---------------------------
Its: President
NANTUCKET ROOST
ASSOCIATES, LLC
/s/ Cheryl L. Johnson By: /s/ Joseph S. Montgomery
- --------------------------- ---------------------------
Its: Manager
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STATE OF CONNECTICUT )
) ss:
COUNTY OF FAIRFIELD )
The foregoing instrument was acknowledged before me this 30th day of
September, 1996 by Michael J. Stimola, President of Sandvick Associates, Inc.,
a Connecticut corporation, as his free act and deed and the free act and deed
of said corporation.
/s/ Kathy L. Gallaes
--------------------------------
Commissioner of the Superior
Court/Notary Public
STATE OF CONNECTICUT )
) ss:
COUNTY OF FAIRFIELD )
The foregoing instrument was acknowledged before me this 29th day of
September, 1996 by Joseph S. Montgomery, Manager of Nantucket Roost Associates,
LLC, a Connecticut limited liability company, as his free act and deed and the
free act and deed of said limited liability company.
/s/ Cheryl L. Johnson
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Commissioner of the Superior
Court
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SCHEDULE A
Those three certain pieces of land with the buildings and improvements thereon,
situated in the Town of Redding, County of Fairfield and State of Connecticut
shown on a certain map entitled "Plot Plan Cannondale Corporation Georgetown
District Redding, Connecticut Scale 1" = 40' June 14, 1982" certified
"substantially correct" by C. James Osborne, Jr., R.L.S. and recorded January
30, 1987 as Map No. 3371 in the Redding Town Clerk's Office, each such piece
being more particularly bounded and described as follows:
First Piece:
NORTHWESTERLY: By land now or formerly of Monaco in part, in part by land now
or formerly of Maria Nordlund, in part by the Second Piece described herein
below, and in part by land now or formerly of Bryon Scott, Jr. and Lorraine
Scott, 378.81 feet, more or less;
NORTHEASTERLY: By land now or formerly of Mary A. Cardiff, and in part by land
now or formerly of Russell L. and Joan P. Seymour, 386.49 feet, more or less;
SOUTHEASTERLY: By Brookside Road, so called, 390.12 feet, more or less; and
SOUTHWESTERLY: By land now or formerly of Joel W. and Sandra K. Cohen and
Joseph and Anne Tannenbaum in part, and in part by land now or formerly of
Monaco, 307.72 feet, more or less.
Together with that certain 41 square foot piece of land shown as Parcel "Y" on
a certain map entitled "Equal Area Exchange Map Prepared for Cannondale
Corporation Redding Connecticut Scale 1" = 20' March 21, 1986" prepared by John
W. Fuller, Land Surveyor, Reg. No. 4775, Georgetown, Connecticut being Map No.
3306 in the Redding Town Clerk's Office, but excluding therefrom the 41 square
foot piece of land shown as Parcel "X" on said map.
Second Piece:
Being a 25 foot roadway adjoining the above described First Piece on the north
and bounded and described as follows:
NORTHWESTERLY: By land now or formerly of The Bethlehem Evangelical Lutheran
Church, Georgetown, Connecticut, 272.24 feet, more or less;
NORTHERLY: By Passway to Portland Avenue, 25.14 feet, more or less;
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NORTHEASTERLY: By land now or formerly of Raymond H. and Harry R. Carlson in
part, in part by land now or formerly of Raymond H. and Hilda H. Carlson, and
in part by land now or formerly of Bryon Scott, Jr., and Lorraine Scott, 386.37
feet, more or less;
SOUTHEASTERLY: By the First Piece hereinabove described, 37.45 feet, more or
less; and
SOUTHWESTERLY: By land now or formerly of Maria Norlund, 127.06 feet, more or
less.
Third Piece:
WESTERLY: By Brookside Road, so-called, 270.20 feet, more or
less;
NORTHERLY: Running to a point;
EASTERLY: By the westerly side of a brook marking the westerly boundary of land
now or formerly of Bernard S. and Marjorie G. Unger, 256.68 feet, more or
less; and
SOUTHERLY: By land now or formerly of Bernard S. and Marjorie G. Unger, 65.19
feet, more or less.