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Exhibit 10.70
AGREEMENT FOR THE PURCHASE AND SALE OF REAL ESTATE
This Agreement is made and entered into as of the 28th day of September,
2000 by and between GLOBE CORPORATION, or its assigns, a corporation organized
and existing under the laws of the State of Connecticut, with an office at 2
Alcap Ridge, Cromwell, Connecticut 06416 (hereinafter referred to as "BUYER");
and APEX MACHINE TOOL COMPANY, INC. (formerly known as Apex Acquisition
Corporation), a corporation organized and existing under the laws of the State
of Connecticut, having its principal place of business at 21 Spring Lane,
Farmington, Connecticut 06032 (hereinafter referred to as "SELLER").
In consideration of the mutual representations, benefits and
covenants contained herein, the parties hereto agree as follows:
Section 1. THE PROPERTY.
a. When used herein, the term "PROPERTY" SHALL MEAN a certain piece or
parcel of land located at 17 Spring Lane in the Town of Farmington,
County of Hartford and State of Connecticut, consisting of a
building approximately seven thousand five hundred (7,500) square
feet located on 2.41 acres of industrial zoned land, more or less,
identified as "2.41 Acres Total" on a map entitled "Map of
FARMINGTON INDUSTRIAL PARK & LAND of WEST HARTFORD VILLAGE, INC. Et.
Al. Farmington & Plainville Connecticut Scale 1"=200' - September,
1962 Certified Substantially Correct Edward F. Reuber W. F.
Grunewald Jr. Surveyors Office of Merton Hodge & Assoc. - Eng'rs &
Surveyors", which map is on file in the Office of the Farmington
Town Clerk (hereinafter referred to as the "SURVEY"), a copy of
which is attached hereto as Exhibit 1(a)(i) together with all
improvements located thereon and rights, privileges and
appurtenances thereto belonging, and including any right, title and
interest of the owner thereof in and to adjacent streets, alleys or
rights-of-way, and more particularly described on Exhibit 1(a)(ii)
attached hereto.
b. Subject to the terms and conditions of this Agreement, Seller shall
sell the Property to Buyer and Buyer shall buy the Property from
Seller.
Section 2. BUYER'S INTENDED USE.
Buyer intends to use the Property as a machine shop and for
manufacturing and related uses (hereinafter referred to as the
"PROJECT").
Section 3. TERMS OF SALE.
a. The purchase price (hereinafter referred to as the "Purchase
Price") to be paid by Buyer to Seller for the Property shall
be FOUR HUNDRED EIGHTY-ONE THOUSAND TWO AND NO/100
($481,002.00) DOLLARS.
b. The Purchase Price shall be paid by Buyer to Seller as
follows:
i. The sum of Five Thousand and No/100 ($5,000.00) Dollars
shall be paid by certified or bank check or wire
transfer of federal funds to the Escrow Account
described below, upon the signing of this Agreement, the
receipt of which is hereby acknowledged; and an
additional sum of Forty-Three Thousand One Hundred and
20/100 ($43,100.20) Dollars shall be paid by certified
or bank check or wire transfer of federal funds to the
Escrow Account described below, within ten (10) days of
the Effective Date of this Agreement (hereinafter
collectively referred to as the "DEPOSIT");
ii. The balance of the Purchase Price, including the
Deposit, all interest accrued thereon, and customary
adjustments and prorations, shall be paid at the Closing
by a certified or bank check or wire transfer of federal
funds to an account designated by Seller.
iii. The Deposit shall be held in a federally insured
interest-bearing escrow account or account in a bank
satisfactory to Buyer and Seller (hereinafter referred
to as the "ESCROW ACCOUNT") in favor of the Buyer,
except as expressly provided for
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herein, with Sentry Commercial Real Estate Services,
Inc., acting as escrow agent (hereinafter referred to as
the "ESCROW AGENT"), pursuant to the terms of this
Agreement.
Section 4. CLOSING: CLOSING DOCUMENTS; CLOSING ADJUSTMENTS AND COSTS.
a. The closing (hereinafter referred to as the "CLOSING") shall
be held on a date to be selected by Buyer and approved by
Seller (hereinafter referred to as the "CLOSING DATE"), which
date SHALL NOT BE later than thirty (30) days after the date
on which Buyer has satisfied or expressly waived in writing
all the conditions provided for in Section 8 hereof, but in no
event later than the first anniversary of the date of this
Agreement.
b. The Closing shall be held at 10:00 A.M. on the Closing Date at
the offices of Buyer's counsel or at such office as may be
designated by Buyer's lender, or at such location as agreed
between the parties.
c. Seller shall pay for (1) preparation of the deed and recording
of any releases or documents necessary to clear title,
including, without limitation, maps; and (2) the transfer or
conveyance taxes on the deed. The Buyer shall pay for (1) the
recording costs for the deed, any mortgage or deed of trust
which Buyer may place on the Property; and (2) the premiums on
any title insurance policies issued for the benefit of the
Buyer and its lender. Seller and Buyer shall each be
responsible for the payment of their own attorneys' fees.
d. At the Closing Seller shall convey to Buyer (or Buyer's
nominee) an unencumbered, indefeasible fee simple title to the
Property by recordable full covenant Warranty Deed, free and
clear of all liens and encumbrances, except easements,
restrictions and other matters disclosed on Exhibit 4(d)
(hereinafter referred to as the "PERMITTED ENCUMBRANCES"). The
parties shall execute and/or deliver such other instruments,
quitclaims, and agreements as may be reasonably required in
order to effect the conveyance contemplated hereby and to
insure that the Property shall, upon completion of the
conveyance, constitute one single continuous parcel with no
intervening parcels.
e. All real estate ad valorem taxes on the Property, due and
payable in the year of Closing, and other customary
adjustments, shall be prorated between Seller and the Buyer as
of the Closing Date, in accordance with the custom and
practice of the Hartford County Bar. Real estate ad valorem
taxes shall be prorated based upon the amount of said taxes
for the year in which the Closing occurs., if said amount is
known at the time of Closing. If said amount is not known,
then such taxes shall be prorated on the basis of the taxes
assessed for the preceding year after making a fair and
reasonable allocation of such assessment between the Property
and other property covered by such assessment. Should the
actual assessment for the year in which the Closing occurs be
more or less than the amount used as a basis for such
proration, Seller or Buyer, promptly upon receipt by either of
them of the notice or bill for such taxes, will make the
proper adjustment so that such proration will be accurate,
based upon the actual amount of such taxes, and payment shall
be made promptly to Seller or Buyer, whichever shall be
entitled to such payment, by the other for the purpose of
making such adjustment. Notwithstanding, the foregoing, Buyer,
at its sole discretion, shall have the right, in the name of
Buyer or Seller, but at the expense of Buyer, to contest and
appeal any such tax or assessment, and any adjustment in
proration shall be based upon the amount of such taxes finally
determined upon such contest or appeal and shall be paid
promptly upon the determination of such amount, if Buyer shall
elect to make such contest or appeal. If the Property is not
taxed as a separate parcel but is taxed as part of the Greater
Parcel, then real estate ad valorem taxes also shall be
prorated based upon the proportion of the number of acres
comprising the Property to the number of acres comprising the
Greater Parcel.
f. At the Closing, Seller shall deliver to Buyer an affidavit of
title sufficient to allow Buyer's title insurance company to
insure against any and all mechanics' and materialmen's liens
and rights of all parties other than Buyer to possession of
all or any part of the Property and to delete the survey
exception and such other matters as are customarily included
in such an affidavit.
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g. At the Closing, Seller shall deliver to Buyer a "non-foreign"
certificate as required by Section 1445 of the Internal
Revenue Code (hereinafter referred to as the "CODE"). If,
however, Seller fails to deliver such certificate, Seller
shall be deemed to be a foreign person within the remaining of
Section 1445 of the Code, and Seller, shall hereby be deemed
to have instructed and authorized the Buyer to withhold from
the Purchase Price otherwise payable hereunder an amount equal
to ten percent (10%) of the Purchase Price, for payment
pursuant to Section 1445. If the proceeds available to Seller
at the Closing are insufficient for such purpose, Seller shall
deliver to Buyer current funds equal to the difference between
ten percent (10%) of the Purchase Price and such proceeds at
the Closing.
h. At the Closing, Buyer shall (i) authorize the Escrow Agent to
disburse the Deposit and any interest thereon in payment of a
portion of the Purchase Price, (ii) tender payment of the
balance of the Purchase Price prescribed in Section 3(b) and
(iii) provide Seller with a certificate of Buyer's secretary
certifying as to corporate resolutions authorizing Buyer's
execution and delivery of, and performance under, this
Agreement and the documents described herein.
i. At the Closing, the parties shall deliver such other usual and
customary certificates, good standing certificates and other
documents as the other may reasonably request in connection
with the transaction contemplated hereby (i.e., seller's
counsel's opinion, seller's resolution).
Section 5. POSSESSION: TESTS AND STUDIES.
Exclusive possession of the Property shall be delivered to Buyer at
the Closing. Seller hereby confirms that, prior to the parties
execution of this Agreement, Seller agreed that Buyer or its
employees and agents, including any environmental engineers engaged
by Buyer or Buyer's lender, shall have the right, at any time after
the Effective Date of this Agreement, to enter the Property, and
such property owned by Seller adjoining the Property as is
reasonably required by Buyer, for the purpose of inspecting the
Property, making surveys, taking borings of the soil, installing
monitoring wells, and conducting such other studies and tests in
order to determine the suitability of the Property for Buyer's
intended use. If, for any reason, Buyer elects not to purchase the
Property, or if this Agreement is terminated for any reason pursuant
to the terms hereof, then Buyer shall repair the Property to
substantially the condition in which it existed on the date hereof,
ordinary wear and tear excepted. Buyer shall indemnify and hold
Seller, its successors and assigns harmless from all damages,
claims, losses, liabilities and all expenses, including reasonable
attorney fees, accounting, consulting, engineering and other
expenses which may be imposed upon or incurred by any of them by any
other party or parties, arising out of or in connection with Buyer's
activities on the Property as described in this Section, except with
respect to those matters covered by Seller's indemnification set
forth in Section 11(d) below.
Section 6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER.
Seller represents and warrants to, and covenants with, Buyer that:
a. Seller is a duly organized and validly existing corporation
organized and existing under the laws of the State of
Connecticut.
b. Seller has the corporate power to execute and deliver, and to
perform its obligations under, this Agreement. This Agreement
constitutes the legal, valid and binding obligation of Seller,
enforceable in accordance with its terms.
c. The execution and delivery of this Agreement, and the
consummation of the transactions contemplated herein, will not
result in any breach of the terms or conditions of, or cause
any default under, Seller's Certificate of Incorporation or
Bylaws, or agreement or any instrument or obligation to which
Seller is now or may become a party, or any injunction or
decree of any court in any litigation to which Seller is a
party, or violates any law applicable to Seller.
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d. Seller has marketable fee simple title to the Property, and
will have on the Closing Date marketable, fee simple title to
the Property, subject only to the Permitted Encumbrances.
Seller has, and on the Closing Date will have, full right and
power to convey the Property as provided in this Agreement.
e. At the Closing, Seller represents that there will be no leases
affecting the Property or any persons occupying the Property,
or any right to occupy.
f. There are no actions, suits or proceedings, including, without
limitation, any eminent domain or similar condemnation
proceeding, or any other legal proceedings pending or,
threatened before or by any judicial body or any governmental
agency or authority, against or affecting Seller or any
portion of the Property, except as described in Exhibit 6(f).
g. There are no outstanding options to purchase or contracts of
sale with respect to the Property, or any part thereof.
h. The Property has not, during Seller's ownership of the
Property, or, to the best of Seller's knowledge, prior
thereto, been used as a land fill or a dump for garbage,
refuse, hazardous or toxic waste or petroleum products. To the
best of Seller's knowledge, the soil, surface water and
groundwater of or on the Property are free from solid wastes,
toxic or hazardous substances or contaminants. The Buyer
acknowledges that it has received a copy of the Phase I
environmental audit prepared for Edac Technologies Corporation
dated June 29, 1998, by ERM-Northeast, performed on the
Property two years ago at Seller's expense. To the best of
Seller's knowledge, there does not exist any adverse
environmental or ecological condition on the Property. To the
best of Seller's knowledge, neither the current nor any prior
owner, or any tenant, subtenant or other occupant occupying
the Property during Seller's or any prior owner's period of
ownership of all or any part of the Property has used any
hazardous materials on, from or affecting the Property in any
manner that violates federal, state or local laws, ordinances,
rules, regulations or policies governing the use, storage,
treatment, transportation, manufacture, refinement, handling,
production or disposal of hazardous materials. No hazardous
materials have, during Seller's ownership of the Property or,
to the best of Seller's knowledge, prior thereto, been
disposed of on the Property. As of the Closing Date, the
Property will not be in violation of any law, ordinance, rule
or regulation applicable thereto. The Property is not an
"Establishment" pursuant to Transfer Act and the Property
meets all requirements of the proposed aquifer regulations.
i. There is no fact or condition existing on or with respect to
the Property which could result in or give rise to any action
or proceeding at law or in equity against the Property or the
owner thereof (including any beneficial owner), or which
violates any right, ordinance, order, regulation, or
requirements affecting any portion of the Property.
j. There are no sites of historical or archaeological importance
on the Property that in any way would impede, curtail, limit
or restrict the use of the Property for the Project.
k. Water, storm sewer and sanitary sewer facilities, electrical
and telephone services are available to the Property for
Buyer's intended use.
l. Ingress and egress to the Property exist over paved and
dedicated rights of way and has access to a public road.
m. All of the foregoing representations, warranties or covenants
of Seller are made for the sole benefit of Buyer and may be
waived by Buyer, in whole or in part, by written waiver
delivered to Seller. If, prior to Closing, Buyer becomes aware
that any representation or warranty contained herein has been
breached or was untrue when made, Buyer may, but shall have no
obligation to, terminate this Agreement and receive a full
refund of the Deposit, and any interest thereon, and/or to
exercise any other remedies it may have under this Agreement
and applicable law.
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n. So long as this Agreement remains in force, Seller will not
lease, convey or encumber all or any portion of the Property,
or any interest therein, or enter into any agreement granting
to any person any right with respect to the Property, or any
portion thereof. Seller will take, or cause to be taken, all
action necessary to cause the foregoing representations to
remain true and correct in all respect from the date hereof to
the date of the Closing. Seller will refrain from taking any
action which could cause any such representation to become
incorrect or untrue at any time during such period.
Section 7. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER.
Buyer represents and warrants to, and covenants with, Seller that:
a. Buyer is a duly organized and validly existing corporation
organized and existing under the laws of the State of
Connecticut.
b. Buyer has the corporate power to execute and deliver, and to
perform its obligations under this Agreement. This Agreement
constitutes the legal, valid and binding obligation of Buyer,
enforceable in accordance with its terms.
c. The execution and delivery of this Agreement, and the
consummation of the transactions contemplated herein, will not
result in any breach of the terms or conditions of, or cause
any default under, Buyers' Certificate of Incorporation or
Bylaws, or agreement or any instrument or obligation to which
Buyer is now or may become a party, or any injunction or
decree of any court in any litigation to which Buyer is a
party, or violates any law applicable to Buyer.
d. So long as this Agreement remains in force, Buyer will take,
or cause to be taken, all action necessary to cause the
foregoing representations to remain true and correct in all
respect from the date hereof to the date of the Closing. Buyer
will refrain from taking any action which could cause any such
representation to become incorrect or untrue at any time
during such period.
Section 8. CONDITIONS TO BUYER'S OBLIGATION.
a. Buyer's obligations under this Agreement are expressly made
subject to each and all of the following conditions, which
conditions are for the sole benefit of Buyer and may be waived
by Buyer, in whole or in part, by written waiver delivered to
Seller:
i. Buyer's obtaining at its sole cost and expense, on
or before sixty (60) days of the Effective Date of
this Agreement, a written commitment for a
conventional mortgage loan from an institutional
lender, and said mortgage to be in the amount of
eighty (80%) percent of the Purchase Price. Buyer
agrees to apply promptly for such mortgage and to
seek to obtain it with due diligence. If the Buyer
is unable to obtain a written commitment on the
above terms, Buyer may elect to cancel this
Agreement by sending written notice to the Seller
no later than five (5) days after the sixty (60)
day period expires. Upon Seller's receipt of such
notice, the Deposit and all interest accrued
thereon shall be refunded to Buyer and this
Agreement shall thereupon become null and void and
the parties hereto shall have no further rights,
duties or obligations hereunder.
ii. Buyer's obtaining at its sole cost and expense,
satisfactory inspections of all structural and
mechanical systems of the building on the
Property. Buyer shall obtain a written report of
said inspections and give copies of the inspection
reports to the Seller on or before forty-five (45)
days of the Effective Date of this Agreement. If
Buyer does not give Seller such copies of the
inspection reports, Seller shall have no
responsibility or obligation concerning any
condition to which this paragraph applies. At
Buyer's sole cost and expense, Buyer shall restore
the Property to substantially the same condition
it was in immediately before any inspections. The
Buyer may terminate this Agreement no later than
five (5) days after the completion date of the
inspection reports if the inspection results are
unsatisfactory to
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the Buyer, unless Seller agrees to make necessary
repairs, etc. Upon Seller's receipt of such
notice, the Deposit and all interest accrued
thereon shall be refunded to Buyer and this
Agreement shall thereupon become null and void and
the parties hereto shall have no further rights,
duties or obligations hereunder.
iii. On the Closing Date the Property and all portions
thereof shall be free from damage or destruction
by fire, earthquake, erosion, flooding or by other
force of nature or act of God after the date of
this Agreement.
iv. Each and every representation and warranty made by
Seller herein shall be true and accurate on the
Closing Date and Seller shall execute an Affidavit
to that effect at the Closing.
v. On the Closing Date, Seller shall convey title to
the Property free and clear of all encumbrances
and restrictions, except the Permitted
Encumbrances.
vi. The current tenant of the Property must have
vacated the property prior to closing and have
terminated all rights to possession. There must be
no other parties with rights to possession of the
Property.
vii. The conditions as to Title and Environmental
Matters set forth in Sections 9 and 11 shall be
satisfied.
b. If any of the conditions set forth in Section 8(a) have not
been satisfied within the time prescribed therein, Buyer shall
have, in addition to any other rights it may have, the option
to terminate this Agreement by sending written notice thereof
to Seller within five (5) days after the end of the time
prescribed therein (or on the Closing Date if sooner
occurring). Upon Seller's receipt of such notice, the Deposit
and all interest accrued thereon shall be refunded to Buyer
and this Agreement shall thereupon become null and void and
the parties hereto shall have no further rights, duties or
obligations hereunder.
Section 9. TITLE
Within thirty (30) days from the execution date hereof, Buyer will cause
to be conducted a title examination of the Property which will be attached
hereto as Exhibit 9 and those objections to title revealed by such search
(hereinafter referred to as the "INITIAL TITLE OBJECTIONS") Seller shall
have sixty (60) days from the Effective Date of this Agreement in which to
cure the Initial Title Objections to Buyer's satisfaction. It is
understood and agreed that Buyer may re-examine title to the Property up
to and including the Closing Date and give Seller written notice of
objections to any additional encumbrances which appear of record
subsequent to the date of Buyer's original title search and Seller shall
have until the Closing Date to cure any additional objections; provided,
however, that if Buyer delivers notice of an objection to title at any
time within twenty (20) days prior to the Closing Date, Seller may extend
the Closing Date to a date which is no later than twenty (20) days after
the date of such notice in order to cure such objection to title. If
Seller fails or refuses to cure any title objection within the period
prescribed in this paragraph, or to provide within such period evidence
acceptable to Buyer, in its sole discretion, that will permit Buyer (and
its lender) to obtain (without any additional cost to Buyer) at the
Closing title insurance without exception therefore, then Buyer, at its
option, may terminate this Agreement, upon which the Deposit, and any
accrued interest thereon shall be immediately refunded to Buyer and this
Agreement shall thereupon become null and void and neither Buyer nor
Seller shall have any further rights, duties or obligations hereunder.
Buyer shall have the right to waive any objections to or defect in
Seller's title.
Section 10. RISK OF LOSS; CONDEMNATION.
All risk of loss with respect to the Property shall remain with Seller
until the Closing and delivery of deeds. If at any time prior to the
Closing Date, the Property, or any portion thereof, is taken or
appropriated by virtue of eminent domain or similar proceedings, or is
condemned for any public or quasi-public use, Buyer may terminate this
Agreement and the Deposit and any interest accrued thereon shall be
immediately refunded to Buyer. If Buyer terminates this Agreement, Seller
shall be entitled to receive all condemnation proceeds actually paid for
that portion of the Property taken. If Buyer elects to maintain this
Agreement in full force and effect, Buyer shall be entitled
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to receive at the Closing all condemnation proceeds actually paid for that
portion of the Property taken or, if such proceeds have been paid to
Seller, Buyer shall receive a credit against the Purchase Price equal to
the amount of proceeds actually paid to Seller.
Section 11. ENVIRONMENTAL MATTERS.
a. The parties hereto acknowledge that prior to the date hereof,
Buyer has engaged ___________________________________________
(hereinafter referred to as the "ENGINEER") for the purpose of
conducting a full environmental audit, including a so-called
Phase I and Phase II audit, of the Property (hereinafter
referred to as the "AUDIT") and delivering an environmental
audit report (hereinafter referred to as the "REPORT") to
Buyer as soon as possible, but in no event later than sixty
(60) days after the Effective Date of this Agreement. The cost
of the Phase I audit shall be borne by Buyer. The cost of the
Phase II audit shall be borne by Buyer.
b. If the results of the Report are unsatisfactory to either
Buyer, or Buyer's lender, in their sole discretion, Buyer
shall have the option to terminate this Agreement within five
(5) days of its receipt of the Report, unless Seller agrees to
remedy same. Upon such notice, the Deposit and interest
thereon shall be returned to Buyer and this Agreement and the
obligations of the parties thereunder shall immediately
terminate.
c. Seller represents and warrants to Buyer that, with respect to
the Property, it has been, and is, in compliance with and has
no liability or obligation arising under applicable
Environmental Laws and that Seller has not received Notice
from any applicable governmental agency seeking any
information or alleging any violation of Environmental Laws
Section 12. DEFAULT; REMEDIES.
a. In the event this Agreement is not consummated because of the
non-performance, default or breach on the part of Buyer, then the
Deposit and all interest accrued thereon shall be paid to Seller as
Seller's exclusive remedy, as liquidated damages for Buyer's own
performance, default and breach, and thereafter this Agreement shall
become null and void and neither Buyer nor Seller shall have any
further rights, duties or obligations hereunder. Such amount is
agreed upon by and among Buyer and Seller as liquidated damages due
to the difficulty and inconvenience of measuring actual damages and
the uncertainty thereof.
b. In the event this Agreement is not consummated because of the
non-performance, default or breach on the part of Seller, then Buyer
may either (i) enforce this Agreement and the sale and purchase
provided for herein according to the terms hereof by all means
available at law or in equity, including specific performance or
(ii) terminate this Agreement, upon which termination Buyer shall be
entitled to an immediate return of the Deposit and all interest
accrued thereon.
Section 13. NOTICES.
Any request, notice, approval or communication authorized or required by
this Agreement shall be in writing and shall be (i) delivered personally,
(ii) sent postage prepaid by certified mail, return receipt requested, or
(iii) sent by a nationally recognized overnight carrier that guarantees
next day delivery with provisions of a receipt and delivery charge
prepaid, and such request, notice, approval or communication shall be
deemed sufficient and given upon receipt or refusal to accept delivery as
indicated in the receipt, and shall be addressed to the other party at the
addresses set forth in the caption of this Agreement or such other
addresses or parties as may be designated by any of Buyer or Seller by
notice given from time to time in accordance with this Section.
Section 14. REAL ESTATE COMMISSION.
Buyer and Seller each warrant and represent to the other that other than
Sentry Commercial Real Estate Services, Inc., neither has engaged or dealt
with any other real estate agent or broker in connection with the
transactions contemplated by this Agreement. The Seller shall be solely
responsible for and shall pay any real estate commissions which may be
payable to Sentry Commercial Real Estate Services, Inc. as a result of the
transactions contemplated hereby.
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Section 15. BENEFIT: JOINT AND SEVERAL.
This Agreement shall be binding upon and shall inure to the benefit of the
parties, their respective successors and assigns.
Section 16. SURVIVAL OF COVENANTS.
The terms, conditions, representations, warranties, covenants, and
indemnifications contained in this Agreement shall survive the Closing and
delivery of deeds.
Section 17. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the State of Connecticut, without regard to the conflicts of laws
provisions thereof.
Section 18. ENTIRE AGREEMENT.
This Agreement contains the entire agreement between the parties, and
supersedes all prior agreements, written or oral with respect to the
matters to which it pertains, including without limitation Buyer's Offer
to Seller dated June 28, 2000. This Agreement may be amended only by a
written agreement signed by both Seller and Buyer.
Section 19. HEADING; DRAFTING; GENDER.
The headings of paragraphs used herein are for convenience only and do not
constitute matters to be construed in interpreting this Agreement. Words
of any gender used in this Agreement shall be held and construed to
include any other gender, and words in the singular number shall be held
to include the plural and vice versa, unless the context requires
otherwise.
Section 20. HOLIDAYS.
If the final day of any time period or limitation set out in any provision
of this Agreement falls on a Saturday, Sunday or legal holiday under the
laws of the State of Connecticut, then in such event the time of such
period shall be extended to the next day which is not a Saturday, Sunday
or legal holiday.
Section 21. ATTORNEYS' FEES.
In any action or proceeding to enforce the terms and conditions of this
Agreement or to recover damages for its breach, or both, the prevailing
party shall be entitled to a reasonable attorneys' fee (including
attorneys' fees upon appeal) as established by the Court in such a
proceeding together with all costs and expenses incurred by the prevailing
party in such legal or equitable action.
Section 22. SEVERABILITY.
Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability only, without invalidating
the remaining provisions hereof. Any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such
provisions in any other such jurisdiction.
Section 23. OFFER; EFFECTIVE DATE.
Buyer's delivery of an executed copy of this Agreement to Seller shall
constitute Buyer's offer to purchase the Property in accordance with the
terms of this Agreement. If Seller fails to accept Buyer's offer prior to
5:00 p.m. on SEPTEMBER 29, 2000, as evidenced by Seller's execution and
delivery to Buyer of two (2) copies hereof on or before such date and
time, then Buyer's offer shall be deemed null and void. This Agreement
shall become effective on the later of the dates shown below the
signatures of Seller and Buyer (the "EFFECTIVE DATE").
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IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement on the
dates set forth below each signature.
BUYER: SELLER:
GLOBE CORPORATION APEX MACHINE TOOL COMPANY, INC.
By: /s/W. Cziao By: /s/Ronald G. Popolizio
---------------------------- -------------------------------
Its President Its Secretary
Duly Authorized Duly Authorized
Date: September 25, 2000 Date: September 28, 2000
STATE OF CONNECTICUT ]
]ss: New Britain September 25, 2000
COUNTY OF ]
On this the 25th day of September, 2000, before me, Michael Boyczyk , the
undersigned officer, personally appeared Walter Cziao who acknowledged
himself/herself to be the President of GLOBE CORPORATION, a corporation, and
that he/she as such President , being authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing the name of
the corporation by himself/herself as President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/Michael Boyczyk
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STATE OF CONNECTICUT ]
]ss: Farmington September 28 , 2000
COUNTY OF HARTFORD ]
On this the 28th day of September, 2000, before me, Carol S. Foley , the
undersigned officer, personally appeared Ronald Popolizio who acknowledged
himself to be the Secretary of APEX MACHINE TOOL COMPANY, INC., a corporation,
and that he as such Secretary , being authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing the name of
the corporation by himself as Secretary.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Carol S. Foley
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