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Exhibit 10.8
From the Office of:
STANDARD FORM
PURCHASE AND SALE AGREEMENT
This Agreement dated as of December 5 1997
1. PARTIES Bowmar/ALI, Inc., a Massachusetts corporation, having an address at
AND MAILING 5080 N. 40th St., Suite 475, Phoenix, Arizona, Attn: Joseph G. Warren, Jr.
ADDRESSES
hereinafter called the SELLER, agrees to SELL and
(fill in)
Werner F. Gossels, Trustee of Laine Realty Trust u/d/t dated December 31, 1963
having an address at 17 Bennett Road, Wayland, Massachusetts 01778
hereinafter called the BUYER or PURCHASER, agrees to BUY, upon the terms hereinafter set forth, the
following described premises:
2. DESCRIPTION That certain parcel of land, known as and numbered 531 Main Street in Acton, Massachusetts, as more
(fill in and include particularly described in Exhibit A.
title reference)
3. BUILDINGS, Included in the sale as a part of said premises are the buildings, structures, and improvements now
STRUCTURES, thereon, and the fixtures belonging to the SELLER and used in connection therewith including, if any,
IMPROVEMENTS, all wall-to-wall carpeting, drapery rods, automatic garage door openers, venetian blinds, window
FIXTURES shades, screens, screen doors, storm windows and doors, awnings, shutters, furnaces, heaters, heating
equipment, stoves, ranges, oil and gas burners and fixtures appurtenant thereto, hot water heaters,
(fill in or delete) plumbing and bathroom fixtures, garbage disposers, electric and other lighting fixtures, mantels,
outside television antennas, fences, gates, trees, shrubs, plants, and, ONLY IF BUILT IN,
refrigerators, air conditioning equipment, ventilators, dishwashers, washing machines and dryers;
4. TITLE DEED Said premises are to be conveyed by a good and sufficient quitclaim deed running to the BUYER, or to
(fill in) the nominee designated by the BUYER by written notice to the SELLER at least seven (7) days before
the deed is to be delivered as herein provided, and said deed shall convey a good and clear record
* Include here by specific and marketable title thereto, free from encumbrances, except
reference any restric- (a) Provisions of existing building and zoning laws;
tions, easements, rights (b) Existing rights and obligations in party walls which are not the subject of written
and obligations in party agreement;
walls not included in (b), (c) Such taxes for the then current year as are not due and payable on the date of the delivery
leases, municipal and of such deed;
other liens, other encum- (d) Any liens for municipal betterments assessed after the date of this agreement;
brances, and make pro- (e) Easements, restrictions and reservations of record, if any, so long as the same do not
vision to protect prohibit or materially interfere with the current use of said premises;
SELLER against BUYER's *(f) (See Rider)
breach of SELLER's
covenants in leases,
where necessary
5. PLANS If said deed refers to a plan necessary to be recorded therewith the SELLER shall deliver such plan
with the deed in form adequate for recording or registration.
6. REGISTERED In addition to the foregoing, if the title to said premises is registered, said deed shall be in form
TITLE sufficient to entitle the BUYER to a Certificate of Title of said premises, and the SELLER shall
deliver with said deed all instruments, if any, necessary to enable the BUYER to obtain such
Certificate of Title.
7. PURCHASE PRICE The agreed purchase price for said premises is One Million Two Hundred Eighty Thousand
(fill in); space is ($1,280,000.00) dollars, of which
allowed to write $ 60,000.00 have been paid as a deposit this day and
out the amounts $
if desired $1,220,000.00 are to be paid at the time of delivery of the deed in cash, or by certified
cashier's, treasurer's or bank check(s).
$______________________________
$ 1,280,000.00 TOTAL
COPYRIGHT(R) 1979, 1984, 1986, 1987, 1988, 1991
GREATER BOSTON REAL ESTATE BOARD
[REAL ESTATE BOARD LOGO]
All rights reserved. This form may not be copied or reproduced in whole or in
part in any manner whatsoever without the prior express written consent of the
Greater Boston Real Estate Board.
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8. TIME FOR Such deed is to be delivered at 10:00 o'clock A.M. on
PERFORMANCE; the 29th day of January 1998, at the Middlesex County
DELIVERY OF South Registry of Deeds, unless otherwise agreed upon
DEED (fill in) in writing. It is agreed that time is of the essence
of this agreement.
9. POSSESSION AND Full possession of said premises free of all tenants
CONDITION OF and occupants, except as herein provided, is to be
PREMISE. delivered at the time of the delivery of the deed
(attach a list of said premises to be then (a) in the same condition as
exceptions, if any) they now are, reasonable use and wear thereof
excepted, and (b) not in violation of said building
and zoning laws, and (c) in compliance with provisions
of any instrument referred to in clause 4 hereof. The
BUYER shall be entitled personally to inspect said
premises prior to the delivery of the deed in order to
determine whether the condition thereof complies
with the terms of this clause. (See Rider)
10. EXTENSION TO If the SELLER shall be unable to give title or to
PERFECT TITLE make conveyance, or to deliver possession of the
OR MAKE premises, all as herein stipulated, or if at the time
PREMISES of the delivery of the deed the premises do not
CONFORM conform with the provisions hereof, then any payments
(Change period of made under this agreement shall be forthwith refunded
time if desired). and all other obligations of the parties hereto shall
cease and this agreement shall be void without recourse
to the parties hereto, unless the SELLER elects to use
reasonable efforts to remove any defects in title, or
to deliver possession as provided herein, or to make
the said premises conform to the provisions hereof, as
the case may be, in which event the SELLER shall give
written notice thereof to the BUYER at or before the
time for performance hereunder, and thereupon the time
for performance hereof shall be extended for a period
of thirty (30) days.
11. FAILURE TO If at the expiration of the extended time the SELLER
PERFECT TITLE shall have failed so to remove any defects in title,
OR MAKE deliver possession, or make the premises conform, as
PREMISES the case may be, all as herein agreed, or if at any
CONFORM, etc. time during the period of this agreement or any
extension thereof, the holder of a mortgage on said
premises shall refuse to permit the insurance
proceeds, if any, to be used for such purposes, then
any payments made under this agreement shall be
forthwith refunded and all other obligations of the
parties hereto shall cease and this agreement shall
be void without recourse to the parties hereto. (See
Rider)
12. BUYER's The BUYER shall have the election, at either the
ELECTION TO original or any extended time for performance, to
ACCEPT TITLE accept such title as the SELLER can deliver to the
said premises and to pay therefor the purchase price
without deduction, in which case the SELLER shall
convey such title.
13. ACCEPTANCE The acceptance of a deed by the BUYER or his nominee
OF DEED as the case may be, shall be deemed to be a full
performance and discharge of every agreement and
obligation herein contained or expressed, except such
as are, by the terms hereof, to be performed after
the delivery of said deed.
14. USE OF To enable the SELLER to make conveyance as herein
MONEY TO provided, the SELLER may, at the time of delivery of
CLEAR TITLE the deed, use the purchase money or any portion
thereof to clear the title of any or all encumbrances
or interests, provided that all instruments so
procured are recorded simultaneously with the
delivery of said deed, except that institutional
mortgages may be discharged subsequent to the
delivery of the deed in accordance with current
custom and practice.
15. INSURANCE Until the delivery of the deed, the SELLER shall
*Insert amount maintain insurance on said premises as follows:
(list additional Type of Insurance Amount of Coverage
types of insurance
and amounts as (a) Fire and Extended Coverage *$ To a minimum of $1,280,000
agreed) (b)
16. ADJUSTMENTS Mortgage interest, water and sewer use charges,
(list operating operating expenses (if any) according to the schedule
expenses, if any, attached hereto or set forth below, and taxes for the
or attach schedule) then current fiscal year, shall be apportioned and
fuel value shall be adjusted, as of the day of
performance of this agreement and the net amount
thereof shall be added to or deducted from, as the
case may be, the purchase price payable by the BUYER
at the time of delivery of the deed. Uncollected
rents for the current rental period shall be
apportioned if and when collected by either party.
*and insured damage by fire or other casualty to the
extent hereunder set forth
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17. ADJUSTMENT If the amount of said taxes is not known at the time of the
OF UNASSESSED delivery of the deed, they shall be apportioned on the basis
AND ABATED TAXES of the taxes assessed for the preceding fiscal year, with a
reapportionment as soon as the new tax rate and valuation
can be ascertained; and, if the taxes which are to be
apportioned shall thereafter be reduced by abatement, the
amount of such abatement, less the reasonable cost of
obtaining the same, shall be apportioned between the
parties, provided that neither party shall be obligated to
institute or prosecute proceedings for an abatement unless
herein otherwise agreed. (See Rider)
18. BROKER's FEE A Broker's Fee for professional services of $51,200.00 is
(fill in fee with due from the SELLER to Oxbow Realty, Inc. the Broker herein,
dollar amount or but only if, as and when the transaction closes and the full
percentage; also purchase price is paid, and not otherwise. (See Rider.)
name of Brokerage
firm(s))
19. BROKER(S) The Broker named herein warrant(s) that the Broker is duly
WARRANTY licensed as such by the Commonwealth of Massachusetts.
(fill in name)
20. DEPOSIT All deposits made hereunder by the Buyer shall be held in
(fill in name) escrow by Oxbow Realty, Inc. as escrow agent subject to the
terms of this agreement and shall be duly accounted for at
the time for performance of this agreement. In the event of
any disagreement between the parties, the escrow agent may
retain all deposits made under this agreement pending
instructions mutually given by the SELLER and the BUYER.
(See Rider.)
21. BUYER's If the BUYER shall fail to fulfill the BUYER's agreements
DEFAULT; herein, all deposits made hereunder by the BUYER shall be
DAMAGES retained by the SELLER as liquidated damages, which shall be
the sole remedy of the SELLER, both at law and in equity.
23. BROKER AS The Broker(s) named herein join(s) in this agreement and
PARTY become(s) a party hereto, insofar as any provisions of this
agreement expressly apply to the Broker(s), and to any
amendments or modifications of such provisions to which the
Broker(s) agree(s) in writing.
24. LIABILITY OF If the SELLER or BUYER executes this agreement in a
TRUSTEE, representative or fiduciary capacity, only the principal or
SHAREHOLDER, the estate represented shall be bound, and neither the
BENEFICIARY, etc. SELLER or BUYER so executing, nor any shareholder or
beneficiary of any trust, shall be personally liable for any
obligation, express or implied, hereunder.
25. WARRANTIES AND The BUYER acknowledges that the BUYER has not been
REPRESENTATIONS influenced to enter into this transaction nor has he relied
(fill in); if none, upon any warranties or representations not set forth or
state "none"; if incorporated in this agreement or previously made in
any listed, indicate writing, except for the following additional warranties and
by whom each war- representations, if any, made by either the SELLER or the
ranty or represen- Broker(s): (See Rider)
tation was made
26. MORTGAGE In order to help finance the acquisition of said premises,
CONTINGENCY the BUYER shall apply for a conventional bank or other
CLAUSE institutional mortgage loan of $768,000.00 at *. If despite
(omit if not the BUYER's diligent efforts a commitment for such loan
provided for cannot be obtained, the BUYER may terminate this agreement
in Offer to by written notice to the SELLER and/or the Broker(s), as
Purchase) agent(s) for the SELLER, whereupon any payments made under
this agreement shall be forthwith refunded and all other
obligations of the parties hereto shall cease and this
agreement shall be void without recourse to the parties
hereto. In no event will the BUYER be deemed to have used
diligent efforts to obtain such commitment unless the BUYER
submits a complete mortgage loan application conforming to
the foregoing provisions on or before **__________, 19__.
*nine percent (9%) interest for five (5) years
amortized on a 25 or 30 year basis.
** two (2) weeks from the date the Buyer receives the
Work Completion Notice.
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27. CONSTRUCTION This instrument, executed in multiple counterparts, is
OF AGREEMENT to be construed as a Massachusetts contract, is to
take effect as a sealed instrument, sets forth the
entire contract between the parties, is binding upon
and enures to the benefit of the parties hereto and
their respective heirs, devisees, executors,
administrators, successors and assigns, and may be
cancelled, modified or amended only by a written
instrument executed by both the SELLER and the BUYER.
The captions and marginal notes are used only as a
matter of convenience and are not to be considered a
part of this agreement or to be used in determining
the intent of the parties to it.
28. LEAD PAINT LAW The parties acknowledge that, under Massachusetts law,
whenever a child or children under six years of age
resides in any residential premises in which any
paint, plaster or other accessible material contains
dangerous levels of lead, the owner of said premises
must remove or cover said paint, plaster or other
material so as to make it inaccessible to children
under six years of age.
30. ADDITIONAL The initialed riders, if any, attached hereto, are
PROVISIONS incorporated herein by reference.
FOR RESIDENTIAL PROPERTY CONSTRUCTED PRIOR TO 1978, BUYER MUST ALSO HAVE SIGNED
LEAD PAINT "PROPERTY TRANSFER NOTIFICATION CERTIFICATION"
NOTICE: This is a legal document that creates binding obligations. If not
understood, consult an attorney.
/s/ Joseph G. Warren Jr. Vice President
- ---------------------------------- ---------------------------------------
SELLER (or spouse) SELLER Bowmar/ALI, Inc.
/s/ Werner F. Gossels, Trustee
- ---------------------------------- ---------------------------------------
BUYER BUYER Werner F. Gossels, Trustee of
Laine Realty Trust
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Broker: Oxbow Realty, Inc.
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EXTENSION OF TIME FOR PERFORMANCE
Date
-----
The time for the performance of the foregoing agreement is extended until
o'clock M. on the day of 19 ,
- -------------- ----- ----------- ------------- -----
time still being of the essence of this agreement as extended. In all other
respects, this agreement is hereby ratified and confirmed.
This extension, executed in multiple counterparts, is intended to take
effect as a sealed instrument.
- ---------------------------------- ---------------------------------------
SELLER (or spouse) SELLER
- ---------------------------------- ---------------------------------------
BUYER BUYER
- -------------------------------------------------------------------------------
Broker(s)
- -------------------------------------------------------------------------------
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RIDER
TO
PURCHASE AND SALE AGREEMENT
DATED AS OF DECEMBER 5, 1997
BETWEEN
BOWMAR/ALI, INC.
AND
WERNER F. GOSSELS, TRUSTEE OF LAINE REALTY TRUST
PARAGRAPH 4 (CONTINUED)
(f) Matters of record set forth or referred to in Exhibit B.
PARAGRAPH 9 (CONTINUED)
If the premises is damaged by fire or other casualty insured against and the
cost of restoring the premises to substantially its condition immediately prior
to such fire or other casualty is less than $500,000, the Seller may elect to
either (x) restore the premises to substantially its condition immediately prior
to such fire or other casualty, in which case if the Seller is unable to
complete such restoration work on or before the closing date set forth in
Paragraph 8 herein, the closing date shall be automatically extended to the
fifth Wednesday after the date the Buyer receives notification from the Seller
that the restoration is complete; or, (y) pay over or assign to the Buyer, on
delivery of the deed, all amounts recovered or recoverable on account of
insurance; except, however, if a holder of a mortgage on the premises does not
permit the insurance proceeds or a part thereof to be so paid over or assigned,
the Seller shall give to the Buyer a credit against the purchase price, on
delivery of the deed, equal to said amounts so recovered or recoverable and
retained by the holder of said mortgage. Upon the Seller's satisfaction of its
obligations under either the aforementioned clause (x) or (y), the Buyer shall
be obligated to proceed to close in accordance with the terms and conditions set
forth herein.
If the premises is damaged by fire or other casualty insured against and the
cost of restoring the premises to substantially its condition immediately prior
to such fire or other casualty is $500,000 or more (a "Major Casualty"), the
Seller may, by providing written notice to the Buyer within three (3) weeks of
such Major Casualty, terminate this Agreement, in which case any payments
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made under this Agreement shall be forthwith refunded and all other obligations
of the parties hereto shall cease and this Agreement shall be void without
recourse to the parties hereto. If, after a Major Casualty, the Seller does not
provide timely notice to the Buyer of its decision to terminate, the Seller
shall either (a) restore the premises to substantially its condition immediately
prior to such fire or other casualty, in which case if the Seller is unable to
complete such restoration work on or before the closing date set forth in
Paragraph 8 herein, the closing date shall be automatically extended to the
FIFTH Wednesday after the date the Buyer receives notification from the Seller
that the restoration is complete; or, (b) if the Buyer provides its written
consent, pay over or assign to the Buyer, on delivery of the deed, all amounts
recovered or recoverable on account of insurance, except, however, if a holder
of a mortgage on the premises does not permit the insurance proceeds or a part
thereof to be so paid over or assigned, the Seller shall give to the Buyer a
credit against the purchase price, on delivery of the deed, equal to said
amounts so recovered or recoverable and retained by the holder of said mortgage.
Upon the Seller's satisfaction of its obligations under either the
aforementioned clause (a) or (b), the Buyer shall be obligated to proceed to
close in accordance with the terms and conditions set forth herein.
PARAGRAPH 11 (CONTINUED)
If the Seller does not remove any defects in the title of the premises at the
time of the delivery of the deed, and the Buyer does not elect to accept title
pursuant to the terms of Paragraph 12 hereunder, the Seller shall reimburse, to
a maximum of $5,000 in the aggregate, the Buyer's out-of-pocket legal and bank
fees incurred in connection with this Agreement or the transaction contemplated
hereby.
PARAGRAPH 17 (CONTINUED)
At the request of the Buyer, the Seller shall prepare and file in timely fashion
an application for an abatement of fiscal year 1998 real estate taxes on the
Premises, and thereafter, the Seller shall cooperate in the Buyer's efforts to
obtain such tax abatement.
PARAGRAPH 18 (CONTINUED)
The Buyer and the Seller each represent and warrant to the other that, in
connection with this Agreement and the transaction contemplated hereby, it has
dealt with Oxbow Realty, Inc. and with no other real estate broker and no other
real estate broker is entitled to a commission in connection with this
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Agreement or the transaction contemplated hereby. The provisions of this
Paragraph 18 shall survive delivery of the deed hereunder.
PARAGRAPH 20 (CONTINUED)
All amounts received by the Escrow Agent under this Agreement shall be deposited
by the Escrow Agent into an account with a banking institution chosen by the
Escrow Agent bearing interest at so-called money market rates declared by such
institution from time to time.
PARAGRAPH 25 (CONTINUED)
The Seller represents and warrants to the Buyer that to the best of the actual
knowledge of the Seller, except as to those conditions described in the
environmental assessments of the Premises performed by GZA GeoEnvironmental,
Inc., such assessments having been described in two reports, dated May 17, 1995
and July 20, 1995, true and accurate copies of which have been provided to the
Buyer, there is not, as of the date hereof, any hazardous materials or wastes
in, on or under the premises.
The closing is subject to and contingent upon the following:
(1) Seller repairing the septic system servicing the premises so
that it satisfies the Acton Board of Health and/or the current
Massachusetts state requirements allowing the Buyer to fully
utilize the premises.
(2) Seller satisfying the Buyer that there are no outstanding code
violations; the premises is free of contamination by hazardous
materials as defined by Massachusetts and Federal regulations
(including M.G.L. Chapter 21E); and, asbestos surrounding the
heating system is properly encapsulated.
(3) Seller removing all underground storage tanks and restore the
excavation(s) to a safe, clean condition. If fuel oil tanks
necessary for the heating of the building are removed, the
Seller shall provide an aboveground replacement tank (or
equivalent) so the heating system will operate effectively.
(4) Systems required for operating the building for its intended
use as a manufacturing facility are in reasonable operating
condition. This includes the plumbing, sprinkler, heating, air
conditioning, elevator, alarm, and electrical systems.
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If at any time the Seller determines that completion of work described in
Section (2) of this Paragraph 25 is likely to require expenditures totaling
$25,000 or more in the aggregate, or completion of the work described in Section
(4) of this Paragraph 25 is likely to require expenditures totaling $50,000 or
more in the aggregate, then the Seller may elect to terminate this Agreement, in
which case any payments made under this Agreement shall be forthwith refunded
and all other obligations of the parties hereto shall cease and this Agreement
shall be void without recourse to the parties hereto, except the Seller shall
reimburse, to a maximum of $5,000 in the aggregate, the Buyer's out-of-pocket
legal and bank fees incurred in connection with this Agreement or the
transaction contemplated hereby, which reimbursement, in addition to the refund
of payments made under this Agreement, shall be the Buyer's only remedies, both
at law and in equity.
When the work described in this Paragraph 25 is completed, the Seller shall
provide the Buyer with a written notice stating that such work has been
completed, accompanied by any reports (including environmental reports) and
government certificates to be delivered in connection with such work (the "Work
Completion Notice"). If the Work Completion Notice is not received by the Buyer
on or before January 2, 1998, the closing date shall be automatically extended
to the fifth Wednesday after the date the Buyer receives the Work Completion
Notice from the Seller.
The Seller agrees to provide access to the Buyer and its prospective lenders,
architects and contractors at reasonable times and subject to reasonable prior
notice (oral or written notice to the Seller or the Seller's agent 24 hours
prior to such inspections being sufficient) to permit inspections of the
completed work described in this Paragraph 25.
The parties hereto agree that the entire agreement of the parties is fully set
forth herein.
PARAGRAPH 30 (ADDITIONAL PROVISIONS)
(A) Due Diligence and Inspection.
The Buyer and its agents have, from the date hereof, thirty (30) days
to conduct such due diligence as is desired by the Buyer with respect
to the condition of the building systems under Section (4) of Paragraph
25 (the "Building Systems Due Diligence Period"). During the Building
Systems Due Diligence Period, the Buyer shall identify those repairs,
if any, it demands the Seller to perform pursuant to Section (4) of
Paragraph 25.
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The Buyer and its prospective lenders and agents have, from the date
the Buyer receives the Work Completion Notice, thirty (30) days to
conduct, such due diligence as is desired by the Buyer, in its sole
discretion, with respect to the premises (the "General Due Diligence
Period"). At any time during the General Due Diligence Period, the
Buyer may, by providing notice to the Seller, terminate this Agreement
for any reason whatsoever, in which event any payments made under this
Agreement shall be forthwith refunded and all other obligations of the
parties hereto shall cease and this Agreement shall be void without
recourse to the parties hereto. If the Buyer does not terminate this
Agreement by the expiration of the General Due Diligence Period, the
Buyer will be deemed to have acknowledged that it is satisfied in all
respects with the results of such due diligence and inspections as
aforesaid.
The Seller agrees to provide access to the Buyer and its prospective
lenders, architects and contractors at reasonable times and subject to
reasonable prior notice (oral or written notice to the Seller or the
Seller's agent 24 hours prior to such inspections being sufficient) to
permit inspections in connection with the inspections as aforesaid.
The Buyer shall not undertake any test borings or other physical
alteration of the premises without the Seller's prior written consent,
such consent being conditioned upon the Buyer (i) identifying in such
notice the parties by whom any such inspections are to be conducted and
(ii) agreeing on behalf of himself as Trustee and the beneficiary(ies)
to be identified by separate certificate, to defend, indemnify and hold
the Seller harmless from and against any and all losses, claims,
liabilities and damages, and to repair and restore any damage, arising
out of or resulting from any such inspections.
(B) No Assignment: No Recording. The Buyer agrees that the Buyer shall not
assign or otherwise transfer any of the Buyer's rights or interests
under this Agreement (excepting only transfers between or among the
spouse and children of the Seller, whether in a fiduciary capacity or
otherwise, and transfers between or among entities controlled by such
family members), or record this Agreement without the prior written
consent of the Seller, which consent shall not be unreasonably
withheld.
(C) Interest on Security Deposit. Any interest accruing on the security
deposit described in Paragraph 7 hereunder shall be credited to the
Buyer. Deposits and interest amounts are to be paid to the party(s)
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entitled to receive them under and pursuant to the terms and provisions
of this Agreement.
(D) Notices. All notices permitted or required hereunder shall be in
writing addressed to the other party at the address set forth on the
first page of this Agreement with a copy in the case of the Seller or
the Escrow Agent to Stephen P. Lindsay, Esq., Ropes & Gray, One
International Place, Boston, Massachusetts 02110-2624, and shall be
deemed to have been given when tendered to the United States Mail
Service for certified delivery with signed receipt by the addressee,
except that where under this Agreement any time period is specified to
commence from notice, such time period shall not be deemed to commence
until, according to the applicable records of the U.S. Mail Service,
delivery of such notice was first attempted.
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EXHIBIT A
The land with the buildings and improvements thereon on Main Street and
Technology Drive, in Acton, Middlesex County, Massachusetts, containing
approximately 586,084 square feet, and shown as Lot 5 on a plan entitled,
*Definitive Plan of Acton Technology Park, in Acton, Mass., *Scale 1 inch = 80
feet, August 3, 1989, revised November 22, 1983, Acton Survey & Engineering
Inc., 277 Central St., Acton, Mass., recorded in the Middlesex South District
Registry of Deeds at Book 15931, Page 567, reference to which plan may be had
for a more particular description of said Lot 5.
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EXHIBIT B
1. Real estate taxes and municipal charges which constitute liens, but
which are not yet due and payable;
2. Easements as shown on a plan recorded as Plan No. 1544 of 1984.
3. Easements to Boston Edison Company and New England Telephone and
Telegraph Company dated March 7, 1985 recorded in Book 16065, Page 99
and Book 16065, Page 414.
4. Easement and Agreement dated December 19, 1984 and recorded in Book
15931, Page 575.
5. Taking by the Commonwealth of Massachusetts, Town of Acton, dated July
25, 1927 and recorded in Book 5125, Page 121.
6. Easement to the Town of Acton to construct, install, maintain and use a
pole for traffic signals dated March 31, 1995 and recorded in Book
25296, Page 89.
7. Matters as shown on a plan entitled, "Site/Detail Plan"
Scale: 1"=40' Date October 13, 1995 Main Street/Technology Drive Acton,
MA Prepared for Bryan Cave Prepared by: Howe Surveying Associates, Inc.
Civile Engineers & Land Surveyors 73 Princeton St. NO Chelmsford, MA as
follows:
a. berms encroaching on to Main Street and Technology Drive
b. traffic signal encroaching property line
c. shrubs encroaching property line along Technology Drive
8. Order of Conditions dated April 16, 1986 and recorded in Book 17031,
Page 105.
9. special Permit by the Board of Selectman dated February 25, 1986 and
recorded in Book 16864. Page 441.
10. Waiver as to Lot 5 only recorded in Book 16844, Page 369, as affected by
Revised Waiver dated June 6, 1986 and recorded in Book 17085, Page 310.
11. Covenants from the Town of Acton Planning Board dated October 17, 1983
and recorded in Book 16004, Page 416.