1
EXHIBIT 10.2
CONTRACT OF SALE
This Agreement is entered into by and between GREAT ATLANTIC PROPERTIES
CORPORATION ("Seller") and GEORGE R. BEDELL, Trustee ("Purchaser").
W I T N E S S E T H :
FOR AND IN CONSIDERATION of the promises, undertakings, and mutual
covenants of the parties herein set forth, Seller hereby agrees to sell and
Purchaser hereby agrees to purchase and pay for all that certain property
hereinafter described in accordance with the following terms and conditions:
ARTICLE I
PROPERTY
The conveyance by Seller to Purchaser shall include the following
described tracts or parcels of land, together with all and singular the rights
and appurtenances pertaining to such land including any right, title and
interest of Seller in and to adjacent strips or gores, streets, alleys, or
rights-of-way and all rights of ingress and egress thereto:
3.31 acres, more or less, located in Sandy Township,
Clearfield County, Pennsylvania, and being more particularly described
in Exhibit "A" attached hereto and made a part hereof for all purposes.
Hereafter the aforesaid real property is referred to as the "Land." The
conveyance by Seller to Purchaser shall also include all buildings and other
improvements on the Land ("Improvements").
The conveyance by Seller to Purchaser shall also include the following
townhouses located in Sandy Township, Clearfield County, Pennsylvania:
Seven (7) townhouses described as Units A, B, C and D in
Section 4, Block 5; Unit B in Section 4, Block 6; and Units A and C in
Section 4, Block 4, as recorded in the Recorder of Deeds office in
Miscellaneous Map Docket File 159, Square 110.
Hereinafter the aforesaid property is referred to as the "Townhouses."
Hereinafter all property being conveyed to Purchaser by Seller pursuant
to this Contract including the Land, the Improvements and the Townhouses is
sometimes referred to collectively as the "Subject Property."
2
ARTICLE II
PURCHASE PRICE
The purchase price to be paid by Purchaser to Seller for the Subject
Property shall be the sum of Five Hundred Seventy-Five Thousand and No/100
Dollars ($575,000.00). The purchase price shall be payable all in cash at the
closing.
ARTICLE III
EARNEST MONEY
Within two (2) business days after final execution of this Contract by
all parties hereto, Purchaser shall deliver Purchaser's check in the amount of
Ten Thousand and No/100 Dollars ($10,000.00) to Safeco Land Title of Dallas,
5220 Renaissance Tower, 1201 Elm Street, Dallas, Texas 75270, Attn: John Kerr
(the "Title Company"). The Title Company shall immediately cash the earnest
money check and deposit the proceeds thereof in an interest bearing account, the
earnings from which shall accrue to the benefit of Purchaser (hereinafter the
proceeds of the earnest money check shall be referred to as the "earnest
money").
In the event that this Contract is closed, then all earnest money shall
be applied in partial satisfaction of the purchase price. In the event that this
Contract is not closed, then the earnest money shall be disbursed in the manner
provided for elsewhere herein. Notwithstanding the foregoing or anything to the
contrary contained elsewhere in this Contract, it is understood and agreed that
One Hundred Dollars ($100.00) of the earnest money shall in all events be
delivered to Seller as valuable consideration for the Inspection Period
described in Article VI hereinbelow and the execution of this Contract by
Seller.
ARTICLE IV
PRE-CLOSING OBLIGATIONS OF PURCHASER
During the Inspection Period (defined hereinbelow), Purchaser, at
Purchaser's sole cost and expense, shall obtain and deliver to Seller copies of
the following (collectively the "Purchaser Due Diligence Items"):
- 2 -
3
a. An updated survey of the Subject Property dated subsequent
to the date of execution of this Contract and prepared by a licensed
professional engineer or surveyor acceptable to Purchaser, which Survey
shall: (a) include a metes and bounds legal description of the Subject
Property; (b) accurately show all improvements, encroachments and uses
and accurately show all easements and encumbrances visible or listed on
the Title Commitment (identifying each by recording reference if
applicable); (c) recite the number of acres included in the Subject
Property as well as that portion of the Subject Property which is
described in Exhibit "B"; (d) state whether the Subject Property (or
any portion thereof) lies within a flood zone, or flood prone area; and
(e) contain a certificate verifying that the Survey was made on the
ground, that the Survey is correct, that there are no improvements,
encroachments, easements, uses or encumbrances except as shown on the
survey plat, that the area represented for the Subject Property has
been certified by the surveyor as being correct, and that the Subject
Property does not lie within any flood zone or flood prone area, except
as indicated thereon. Unless otherwise agreed by Seller and Purchaser,
the metes and bounds description contained in the Survey shall be the
legal description employed in the documents of conveyance of the
Subject Property; and
b. A current commitment (the "Title Commitment") for the
issuance of an owner's policy of title insurance to the Purchaser from
the Title Company, together with good and legible copies of all
documents constituting exceptions to Seller's title as reflected in the
Title Commitment.
ARTICLE V
TITLE INSPECTION PERIOD
Purchaser shall have a period of time commencing on the date of
execution of this Contract and expiring on the date of expiration of the
Inspection Period (as defined hereinbelow) within which to review and approve
the status of Seller's title to the Subject Property (the "Title Review
Period"). If the information to be provided to or obtained by Purchaser pursuant
to the provisions of Article IV hereinabove reflects or discloses any defect,
exception or other matter affecting the Subject Property ("Title Defects") that
is unacceptable to Purchaser, then prior to the expiration of the Title Review
Period Purchaser shall provide Seller with written notice of Purchaser's
objections. Seller may, at his sole option, elect to cure or remove the
objections raised by Purchaser; provided, however, that Seller shall have no
obligation to do so. Should Seller elect to attempt to cure or remove the
objections, Seller shall have ten (10) days from the date of Purchaser's written
notice of objections (the "Cure Period") in which to accomplish the cure. In the
event Seller either elects not to cure or remove the objections or is unable to
accomplish the cure prior to the expiration of the Cure Period, then Seller
shall so notify Purchaser in writing specifying which objections Seller does not
intend to cure, and then Purchaser shall be entitled, as Purchaser's sole and
exclusive remedies, either to terminate this
- 3 -
4
Agreement by providing written notice of termination to Seller within ten (10)
days from the date on which Purchaser receives Seller's no-cure notice or waive
the objections and close this transaction as otherwise contemplated herein. If
Purchaser shall fail to notify Seller in writing of any objections to the state
of Seller's title to the Subject Property as shown by the Survey and Title
Commitment, then Purchaser shall be deemed to have no objections to the state of
Seller's title to the Subject Property as shown by the Survey and Title
Commitment, and any exceptions to Seller's title which have not been objected to
by Purchaser and which are shown on the Survey or described in the Title
Commitment shall be considered to be "Permitted Exceptions." It is further
understood and agreed that any Title Defects which have been objected to by
Purchaser and which are subsequently waived by Purchaser shall be Permitted
Exceptions.
ARTICLE VI
INSPECTION PERIOD
Purchaser, at Purchaser's sole expense, shall have the right to conduct
a feasibility, environmental, engineering and physical study of the Subject
Property for a period of time commencing on the date of execution of this
Contract and expiring thirty (30) days thereafter (the "Inspection Period").
Purchaser and Purchaser's duly authorized agents or representatives shall be
permitted to enter upon the Subject Property at all reasonable times during the
Inspection Period in order to conduct engineering studies, soil tests and any
other inspections and/or tests that Purchaser may deem necessary or advisable;
provided, however, that no drilling or other ground penetrations or physical
sampling in any building shall be done without Seller's prior written consent,
which consent shall not be unreasonably withheld or delayed. Purchaser further
agrees to indemnify and hold Seller harmless from any claims or damages,
including reasonable attorneys' fees, resulting from Purchaser's inspection of
the Subject Property. In the event that the review and/or inspection conducted
by this paragraph shows any fact, matter or condition to exist with respect to
the Subject Property that is unacceptable to Purchaser, in Purchaser's sole
discretion, or if for any reason Purchaser determines that purchase of the
Subject Property is not feasible, then Purchaser shall be entitled, as
Purchaser's sole remedy, to cancel this Contract by providing written notice of
cancellation to Seller prior to the expiration
- 4 -
5
of the Inspection Period. If Purchaser shall provide written notice of
cancellation prior to the expiration of the Inspection Period, then this
Contract shall be cancelled, all earnest money (less $100.00) shall be
immediately returned to Purchaser by the Title Company, and thereafter neither
Seller nor Purchaser shall have any continuing obligations one unto the other.
If no notice of cancellation is provided by Purchaser prior to the expiration of
the Inspection Period, then this Contract shall remain in full force and effect.
However, in the event that the Inspection Period has expired without written
notice of cancellation, then Purchaser shall be obligated to follow through with
full performance of its obligations under this Contract and, should Purchaser
fail to close hereunder, Seller shall be entitled to receive the Earnest Money
as Seller's sole remedy for a default by Purchaser hereunder.
ARTICLE VII
REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLER
Seller represents and warrants to Purchaser that at closing Seller will
have good and indefeasible fee simple title to the Subject Property free and
clear of all liens, encumbrances, covenants, restrictions, rights-of-way,
easements, and any other matters affecting title to the Subject Property except
for the Permitted Exceptions, and at closing, Seller will be in a position to
convey the Subject Property to Purchaser free and clear of all liens,
encumbrances, covenants, restrictions, rights-of-way, easements and other such
matters affecting title except for the Permitted Exceptions.
Seller further covenants and agrees with Purchaser that, from the date
hereof until the closing, Seller shall not sell, assign, or convey any right,
title, or interest whatsoever in or to the Subject Property, or create or permit
to exist any lien, security interest, easement, encumbrance, charge, or
condition affecting the Subject Property (other than the Permitted Exceptions)
without promptly discharging the same prior to closing.
Seller hereby further represents and warrants to Purchaser, to the best
of Seller's knowledge, as follows:
a. There are no actions, suits, or proceedings pending or, to
the best of Seller's knowledge, threatened against Seller or otherwise
affecting any portion of the Subject Property, at law or in equity, or
before or by any federal, state, municipal, or
- 5 -
6
other governmental court, department, commission, board, bureau,
agency, or instrumentality, domestic or foreign;
b. The execution by Seller of this Contract and the
consummation by Seller of the sale contemplated hereby have been duly
authorized, and do not, and, at the closing date, will not, result in a
breach of any of the terms or provisions of, or constitute a default
under any indenture, agreement, instrument, or obligation to which
Seller is a party or by which the Subject Property or any portion
thereof is bound, and do not, and at the closing date will not,
constitute a violation of any regulation affecting the Subject
Property;
c. Seller has not received any notice of any violation of any
ordinance, regulation, law, or statute of any governmental agency
pertaining to the Subject Property or any portion thereof;
d. The Subject Property and the current operation thereof
comply in all material respects with all laws, regulations, ordinances,
rules, orders and other requirements of all governmental authorities
having jurisdiction over the Subject Property or affecting all or any
part thereof or bearing on its construction or operation, and with all
private covenants or restrictions;
e. From the date of execution of this Contract through the
date of closing, Seller shall continue to maintain the Subject Property
in its present condition, subject to ordinary wear and tear and Article
XV hereof, and shall continue to manage the Subject Property in the
same manner as it is currently being managed; and
f. That, at closing, there will be no unpaid bills, claims, or
liens in connection with any construction or repair of the Subject
Property except for ones which will be paid in the ordinary course of
business or which have been bonded around or the payment of which has
otherwise been adequately provided for to the complete satisfaction of
Purchaser.
All of the foregoing representations and warranties of Seller are made by Seller
both as of the date hereof and as of the date of the closing hereunder.
Notwithstanding the foregoing or anything to the contrary contained herein, it
is understood and agreed that the representations and warranties set forth
hereinabove shall survive the closing of this Contract only for a period of two
(2) years following the closing date, but not thereafter, and Seller shall have
no liability of any kind whatsoever for any breach thereof except to the extent
a claim is asserted against Seller within such two (2) year period.
Purchaser agrees that, having had the opportunity to inspect the
Subject Property for defects and having had the right to terminate this Contract
in the event any defects are found, Purchaser will accept at closing the Subject
Property in an "as is, where is" condition, and, except for the representations
and warranties set forth hereinabove, Seller shall not be required to give any
further representations or warranties at closing with respect to the condition
of the Subject Property or the income that may be generated by the Subject
Property.
- 6 -
7
ARTICLE VIII
CONDITIONS PRECEDENT TO CLOSING
The obligation of Purchaser to close this Contract shall, at the option
of Purchaser, be subject to the following conditions precedent:
a. All of the representations, warranties and agreements of
Seller set forth in this Contract shall be true and correct in all
material respects as of the date hereof and at closing, and Seller
shall not have on or prior to closing, failed to meet, comply with or
perform in any material respect any conditions or agreements on
Seller's part as required by the terms of this Contract;
b. There shall be no change in the matters reflected in the
Title Commitment, and there shall not exist any encumbrance or title
defect affecting the Subject Property not described in the Title
Commitment except for the Permitted Exceptions;
c. There shall be no changes in the matters reflected in the
Survey, and there shall not exist any easement, right-of-way,
encroachment, waterway, pond, flood plain, conflict or protrusion with
respect to the Subject Property not shown on the Survey; and
d. No material and substantial change shall have occurred with
respect to the Subject Property which would in any way affect the
findings made in the inspection of the Subject Property described in
Article VI hereinabove.
If any such condition is not fully satisfied by closing, Purchaser may
terminate this Contract by written notice to Seller whereupon this Contract
shall be cancelled, the earnest money deposit (less $100.00) shall be returned
to Purchaser and thereafter neither Seller nor Purchaser shall have any
continuing obligations one unto the other.
ARTICLE IX
CLOSING
The closing hereunder shall take place at the offices of the Title
Company. The closing shall occur on or before thirty (30) days from the date of
expiration of the Inspection Period. Purchaser shall notify Seller at least five
(5) days in advance of the exact time and date of closing.
- 7 -
8
ARTICLE X
SELLER'S OBLIGATIONS AT CLOSING
At the closing, Seller shall do the following:
a. Deliver to Purchaser a special warranty deed covering the
Subject Property, duly signed and acknowledged by Seller, which deed
shall be in form reasonably acceptable to Purchaser for recording and
shall convey to Purchaser good and marketable title to the Subject
Property, free and clear of all liens, rights-of-way, easements, and
other matters affecting title to the Subject Property, except for the
Permitted Exceptions.
b. Deliver or cause to be delivered to Purchaser an ALTA
owner's form of title insurance policy (the "Title Policy") insuring
Purchaser in the amount of the purchase price that Purchaser has
acquired good and marketable title to the Subject Property, subject
only to the Permitted Exceptions. Purchaser shall be entitled to
request the Title Company to provide, at Purchaser's sole cost and
expense, such endorsements (or amendments) to the Title Policy as
Purchaser may reasonably require so long as such endorsements or
amendments impose no additional liability on Seller or delay the
closing. Purchaser acknowledges and agrees that the Title Policy may be
actually delivered within a reasonable time following the closing so
long as Purchaser has received at closing a current binding title
commitment obligating the Title Company to deliver the Title Policy.
Seller shall pay the premium for a standard owner's form of title
insurance policy in the amount of the purchase price, and Purchaser
shall pay the cost of any title endorsements required by Purchaser and
the cost of any reinsurance required by Purchaser.
c. Deliver such evidence or other documents that may be
reasonably required by the Title Company evidencing the status and
capacity of Seller and the authority of the person or persons who are
executing the various documents on behalf of Seller in connection with
the sale of the Subject Property.
d. Deliver a non-withholding statement that will satisfy the
requirements of Section 1445 of the Internal Revenue Code so that
Purchaser is not required to withhold any portion of the purchase price
for payment to the Internal Revenue Service.
e. Deliver to Purchaser any other documents or items necessary
or convenient in the reasonable judgment of Purchaser to carry out the
intent of the parties under this Contract.
ARTICLE XI
PURCHASER'S OBLIGATIONS AT CLOSING
At the closing, Purchaser shall deliver to Seller the purchase price in
cash.
- 8 -
9
ARTICLE XII
COSTS AND ADJUSTMENTS
At closing, the following items shall be adjusted or prorated between
Seller and Purchaser:
a. Any real estate transfer taxes or sales taxes payable in
connection with the sale of the Subject Property shall be shared
equally between Seller and Purchaser.
b. Ad valorem taxes for the Subject Property for the current
tax year shall be prorated as of the date of closing, and Seller shall
pay to Purchaser in cash at closing Seller's pro rata portion of such
taxes. Seller's pro rata portion of such taxes shall be based upon
taxes actually assessed for the current tax year or, if for any reason
such taxes for the Subject Property have not been actually assessed,
such proration shall be based upon the amount of such taxes for the
immediately preceding tax year, and adjusted by cash settlement when
exact amounts are available.
c. All other closing costs, including but not limited to,
recording and escrow fees shall be divided equally between Seller and
Purchaser; provided, however, that Seller and Purchaser shall each be
responsible for the fees and expenses of their respective attorneys.
Seller agrees to indemnify and hold Purchaser harmless of and from any
and all liabilities, claims, demands, suits, and judgments, of any kind or
nature (except those items which under the terms of this Contract specifically
become the obligation of Purchaser), brought by third parties and based on
events occurring on or before the date of closing and which are in any way
related to the ownership, maintenance, or operation of the Subject Property, and
all expenses related thereto, including, but not limited to, court costs and
attorneys' fees.
Purchaser agrees to indemnify and hold Seller harmless of and from any
and all liabilities, claims, demands, suits, and judgments, of any kind or
nature, brought by third parties and based on events occurring subsequent to the
date of closing and which are in any way related to the ownership, maintenance
or operation of the Subject Property, and all expenses related thereto,
including, but not limited to, court costs and attorneys' fees.
Notwithstanding anything to the contrary contained herein, the
indemnities set forth in this Article XII shall survive the closing hereunder.
It is hereby acknowledged by the parties that Seller has been actively
engaged in the business of rental of the townhouse units described herein and
that Seller has or may have contracted for rental of these units to third
parties for time periods following the scheduled date of closing. Purchaser
hereby agrees to accept assignment of and honor all rental agreements
- 9 -
10
made by the Seller prior to the date of execution of this Contract for rental
terms which conclude no later than December 31, 1998. Seller may continue
actively renting properties through the date of closing, however, Seller shall
not enter into any additional rental agreements for which rental terms terminate
later than September 30, 1998. Purchaser shall be entitled to receive payment
for all rental terms following the date of closing.
ARTICLE XIII
ENTRY ON PROPERTY
Purchaser, Purchaser's agents, employees, servants, or nominees, are
hereby granted the right to enter upon the Subject Property at any time prior to
closing for the purpose of inspecting the Subject Property and conducting such
engineering and mechanical tests as Purchaser may deem necessary or advisable,
any such inspections and tests to be made at Purchaser's sole expense. Purchaser
agrees to indemnify and hold Seller harmless from and against any and all
losses, damages, costs, or expenses incurred by Seller as a result of any
inspections or tests made by Purchaser.
ARTICLE XIV
POSSESSION OF PROPERTY
Possession of the Property free and clear of all uses and
encroachments, except the Permitted Exceptions, shall be delivered to Purchaser
at closing.
ARTICLE XV
DAMAGE OR DESTRUCTION PRIOR TO CLOSING
In the event that the Subject Property should be damaged by any
casualty prior to closing, then if the cost of repairing such damage, as
estimated by an architect or contractor retained pursuant to the mutual
agreement of Seller and Purchaser, is:
a. Less than Twenty-Five Thousand and No/100 Dollars
($25,000.00), then at Purchaser's option, either (i) the Seller shall
repair such damage as promptly as is reasonably possible, restoring the
damaged property at least to its condition immediately prior to such
damage; and, in the event such repairs have not been completed prior to
closing, then the closing shall nevertheless proceed as scheduled, and
Purchaser may have the Title Company withhold from Seller the funds
necessary to make such repairs
- 10 -
11
until Seller has repaired such damage pursuant to the provisions
hereof, at which time such funds shall be distributed to Seller or (ii)
Purchaser may take an assignment of Seller's insurance proceeds and a
credit for Seller's deductible and repair such damage itself;
or if said cost is:
b. greater than Twenty-Five Thousand and No/100 Dollars
($25,000.00), then, at Purchaser's election, Seller shall pay to
Purchaser, at closing, all insurance proceeds payable for such damage,
and the sale shall be closed without Seller's repairing such damage,
or, if Purchaser does not elect to accept such insurance proceeds, then
either Seller or Purchaser may elect to terminate this Contract, in
which case the earnest money (less $100.00) shall be returned to
Purchaser and thereafter neither party shall have any further
obligations one unto the other.
ARTICLE XVI
NOTICES
All notices, demands, or other communications of any type given by the
Seller to the Purchaser, or by the Purchaser to the Seller, whether required by
this Contract or in any way related to the transaction contracted for herein,
shall be void and of no effect unless given in accordance with the provisions of
this paragraph. All notices shall be in writing and delivered to the person to
whom the notice is directed, either in person, by facsimile transmission, or by
United States Mail, as a registered or certified item, return receipt requested.
Notices delivered by mail shall be deemed given when deposited in a post office
or other depository under the care or custody of the United States Postal
Service, enclosed in a wrapper with proper postage affixed, addressed as
follows:
Seller: Great Atlantic Properties Corporation
P.O. Box 550
Leominster, Massachusetts 01453
Purchaser: George R. Bedell
901 Main Street, Suite 3700
Dallas, Texas 75202
Telephone No.: (214) 744-3700
Facsimile No.: (214) 747-3732
- 11 -
12
ARTICLE XVII
REMEDIES
In the event that Seller fails to timely comply with all conditions,
covenants and obligations of Seller hereunder, it shall be an event of default
and Purchaser shall have the option (i) to terminate this Contract by providing
written notice thereof to Seller, in which event the earnest money (less
$100.00) shall be returned immediately to Purchaser by the Title Company and the
parties hereto shall have no further liabilities or obligations one unto the
other; (ii) to waive any defect or requirement and close this Contract; or (iii)
to sue Seller for specific performance or for damages. The exercise of any of
the foregoing remedies of Purchaser shall not in any manner be construed as a
waiver of Purchaser's right to seek specific performance or to sue for damages,
and in the event of a default by Seller hereunder, Purchaser shall be entitled
to enforce specific performance hereunder or sue Seller for damages.
In the event that Purchaser fails to timely comply with all conditions,
covenants, and obligations Purchaser has hereunder, such failure shall be an
event of default, and Seller's sole remedy shall be to receive the Earnest
Money. The Earnest Money is agreed upon by and between the Seller and Purchaser
as liquidated damages due to the difficulty and inconvenience of ascertaining
and measuring actual damages, and the uncertainty thereof, and no other damages,
rights, or remedies shall in any case be collectible, enforceable, or available
to the Seller other than in this paragraph defined, and Seller shall accept the
Earnest Money as Seller's total damages and relief.
ARTICLE XVIII
ASSIGNMENT
Purchaser shall have the right to nominate who shall take title and who
shall succeed to Purchaser's duties and obligations hereunder, or assign this
Contract to any person, firm, corporation, or other entity which Purchaser may,
at Purchaser's sole option, choose, and from and after such nomination or
assignment, wherever in this Contract reference is made to Purchaser such
reference shall mean the nominee or assignee who shall succeed to all the
rights, duties, and obligations of Purchaser hereunder.
- 12 -
13
ARTICLE XIX
INTERPRETATION AND APPLICABLE LAW
This Agreement shall be construed and interpreted in accordance with
the laws of the Commonwealth of Pennsylvania. Where required for proper
interpretation, words in the singular shall include the plural; the masculine
gender shall include the neuter and the feminine, and vice versa. The terms
"successors and assigns" shall include the heirs, administrators, executors,
successors, and assigns, as applicable, of any party hereto.
ARTICLE XX
AMENDMENT
This Contract may not be modified or amended, except by an agreement in
writing signed by the Seller and the Purchaser. The parties may waive any of the
conditions contained herein or any of the obligations of the other party
hereunder, but any such waiver shall be effective only if in writing and signed
by the party waiving such conditions and obligations.
ARTICLE XXI
AUTHORITY
Each person executing this Contract warrants and represents that he is
fully authorized to do so.
ARTICLE XXII
ATTORNEYS' FEES
In the event it becomes necessary for either party to file a suit to
enforce this Contract or any provisions contained herein, the prevailing party
shall be entitled to recover, in addition to all other remedies or damages,
reasonable attorneys' fees and costs of court incurred in such suit.
- 13 -
14
ARTICLE XXIII
DESCRIPTIVE HEADINGS
The descriptive headings of the several paragraphs contained in this
Contract are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.
ARTICLE XXIV
ENTIRE AGREEMENT
This Contract (and the items to be furnished in accordance herewith)
constitutes the entire agreement between the parties pertaining to the subject
matter hereof and supersedes all prior and contemporaneous agreements and
understandings of the parties in connection therewith. No representation,
warranty, covenant, agreement, or condition not expressed in this Contract shall
be binding upon the parties hereto or shall affect or be effective to interpret,
change, or restrict the provisions of this Contract.
ARTICLE XXV
MULTIPLE ORIGINALS ONLY
Numerous copies of this Contract may be executed by the parties hereto.
Each such executed copy shall have the full force and effect of an original
executed instrument.
ARTICLE XXVI
ACCEPTANCE
Seller shall have until 5:00 o'clock p.m., August 18, 1998, to execute
and return a fully executed original of this Contract to Purchaser, otherwise
this Contract shall become null and void. Time is of the essence of this
Contract. The date of execution of this Contract by Seller shall be the date of
execution of this Contract. If the final date of any period falls upon a
Saturday, Sunday, or legal holiday under the laws of the State of Pennsylvania,
then in such
- 14 -
15
event the expiration date of such period shall be extended to the next day which
is not a Saturday, Sunday, or legal holiday under the laws of the State of
Pennsylvania.
ARTICLE XXVII
REAL ESTATE COMMISSION
In the event that this Contract closes, but not otherwise, Seller
agrees to pay at closing a real estate commission to Jakki Strickland, such
commission to be in the amount of six percent (6%) of the purchase price payable
hereunder. Seller represents and warrants to Purchaser that Seller has not
contacted or entered into any agreement with any other real estate broker,
agent, finder, or any other party in connection with this transaction, and that
Seller has not taken any action which would result in any other real estate
broker's, finder's, or other fees or commissions being due and payable to any
other party with respect to the transaction contemplated hereby. Purchaser
hereby represents and warrants to Seller that Purchaser has not contracted or
entered into any agreement with any real estate broker, agent, finder, or any
other party in connection with this transaction, and that Purchaser has not
taken any action which would result in any real estate broker's, finder's, or
other fees or commissions being due or payable to any other party with respect
to the transaction contemplated hereby. Each party hereby indemnifies and agrees
to hold the other party harmless from any loss, liability, damage, cost, or
expense (including reasonable attorneys' fees) resulting to the other party by
reason of a breach of the representation and warranty made by such party herein.
Notwithstanding anything to the contrary contained herein, the indemnities set
forth in this Article XXVII shall survive the closing.
- 15 -
16
EXECUTED on this the 12th day of August, 1998.
SELLER:
GREAT ATLANTIC PROPERTIES CORPORATION
By: /s/ LOUIS G. BURATTI
----------------------------------------
Name: Louis G. Buratti, Jr.
--------------------------------------
Its: President
---------------------------------------
EXECUTED on this the 16th day of July, 1998.
PURCHASER:
/s/ GEORGE R. BEDELL
-------------------------------------------
George R. Bedell, Trustee
RECEIPT OF EARNEST MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS
HEREBY ACKNOWLEDGED:
TITLE COMPANY:
SAFECO LAND TITLE OF DALLAS
By: /s/ J.G. KERR
----------------------------------
Name: J.G. Kerr, Vice President
-------------------------------------
Its: Senior Commercial Escrow Officer
-----------------------------------------
Exhibits:
Ex A--Legal Description
- 16 -