AGREEMENT OF SALE AND PURCHASE

Transcription

1 AGREEMENT OF SALE AND PURCHASE THIS AGREEMENT 0F SALE AND PURCHASE is, made as on the13th day of October, 2007 (the "Effective Date ), between ( Seller") _Sandra Terp of 304 Swartley Rd., Hatfield, PA and ( Buyer ) of (Phone Fax ) and Prestige Group, Inc. of 321 S. Valley Forge Road, Devon, PA (Phone: Fax: ). In consideration of the covenants and provisions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Agreement to Sell and Purchase (a) Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, subject to the terms and conditions of this Agreement. (i) that certain tract or piece of land known as 41 Sitgreaves Street., (Block 1411, Lot 72) located in the City of Phillipsburg, County of Warren, State of New Jersey to more fully described by metes and bounds in the legal description, together with all right, title and interest of Seller in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed in front of or abutting or adjoining such tract or piece of land and any other easements and appurtenances pertaining thereto (the Real Property and all the buildings and the improvements situated thereon), Zoning Classification Residential. 2. Purchase Price (a) The purchase price for the Property (the "Purchase Price") is High bid $. Plus a 10% buyer's premium.. $. To equal the Purchase Price of $. (b) The Purchase Price shall be payable as follows: (i) Previously paid on account by guaranteed funds (bank cashier's check, cash or certified check) $ 5,000. DOLLARS (ii) Balance of five percent (5%) of the high bid by personal check (subject to collection) or cash upon execution of this Agreement by Buyer at auction $. (iii) 10% Buyers premium paid by Buyer to Preferred Auctions Co., LLC by personal check or cash upon execution of this Agreement at auction $. (iv) The balance of the Purchase Price shall be paid at Settlement, by wire transfer of immediately available funds, bank cashier s check, cash or certified check. $. 3. Settlement Settlement will take place on or before Nov. 15, Settlement will be held at the office of the title insurance company unless otherwise agreed upon between Buyer and Seller. Buyer will give Seller and Preferred at least ten (10) days written notice of the date and place of Settlement and a copy of a current title report. The date of Settlement may only he extended by written agreement between Buyer and Seller. 4. Deposit (a) The Deposit will be held by Prestige Group, Inc., Inc. and promptly after Seller's approval, and shall be deposited in a non-interest bearing custodial escrow account, in an institution whose deposits are FDIC insured, until Settlement. If Settlement is completed or if this Agreement is terminated other than by reason of Buyer's default the Deposit shall he paid or credited to Buyer. Upon the occurrence of a default by Buyer hereunder, the Deposit shall be paid to Seller. (b) If there is a dispute between Seller and Buyer regarding the Deposit, Prestige Group, Inc. shall have no obligation to either Seller or Buyer except to interplead the proceeds into an appropriate court of competent jurisdiction. Prestige Group,

2 Inc. shall not be liable in connection with the performance by Prestige Group, Inc. of its duties hereunder, except for Prestige Group, Inc.'s own fraudulent misconduct or gross negligence. Prestige Group, Inc. shall be under no obligation to institute or defend any action, suit or legal proceeding in connection herewith or to take any other action likely to involve Prestige Group, Inc. in expense (except to interplead the Deposit as aforesaid) unless first indemnified to its reasonable satisfaction by Seller and Buyer. 5. Condition of Title. Title to the Real Property shall he good and marketable and free and clear of all liens and encumbrances, excepting only the matters of record identified on Exhibit A attached hereto and standard title insurance exceptions and exclusions, on the Effective Date. Between the time period commencing on the Effective Date and ending on the earlier of Settlement or termination of this Agreement, Seller agrees that it will take no voluntary action to convey any interest in the Property to anyone other than Buyer. At the time of Settlement, Seller will cause the Property to be released or otherwise discharged from any lien, securing the payment of a sum certain, which Seller granted or created voluntarily. 6. Representations and Warranties. (a) Seller, to induce Buyer to enter into this Agreement and to complete the sale and purchase of the Property hereunder, represents, warrants and covenants to Buyer as follows: (i) There are no management, employment, service, equipment, supply, maintenance, water, sewer, or other utility agreements with respect to or affecting the Property which will burden the Property or Buyer after Settlement, other than those attached hereto or represented in the title report. offering. contemplated. (ii) There are no existing leases, whether oral or written, affecting the Property except as represented in the (iii) Seller has the power and authority to enter into this Agreement and to consummate the transactions herein (b) Buyer, to induce Seller to enter into this Agreement and to complete the sale and purchase of the Property hereunder, represents, warrants and covenants to Seller as follows: (i) Buyer, if an entity, is duly formed, validly existing and in good standing under the laws of the state of Buyer's organization. Buyer has duly authorized, executed and delivered this Agreement. Neither the execution and delivery of this Agreement, nor compliance with the terms and conditions of this Agreement by Buyer, nor the consummation of the purchase, constitutes or will constitute a violation or breach of the organizational documents of Buyer, or of any agreement or judicial order to which Buyer is a party or to which Buyer is subject. (ii) There are no proceedings pending or, to the best of Buyer's knowledge, threatened, by or against Buyer in bankruptcy, insolvency or reorganization in any state or federal court. (iii) Buyer represents and warrants that Buyer presently has sufficient cash and assets, or existing lines of credit, to pay the Purchase Price in full. This Agreement is not contingent in any way upon Buyer obtaining a mortgage or any other type of financing to complete the purchase or selling any other property. 7. Attorney Review While the terms and conditions herein are non-negotiable and will not be altered, it has been made available for review by prospective purchasers and their legal representation prior to auction day and on auction day itself, both parties agree that the three (3) day attorney review period does not apply to this transaction. By execution of this Agreement of Sale, Buyer acknowledges that they have either reviewed this Agreement of Sale with an attorney or waived their right to do so, in which event Buyer has no further right of review or rescission. 8. Conditions of Buyer's Obligations. (a) The obligation of Buyer under this Agreement to purchase the Property from Seller is subject to the satisfaction at Settlement of each of the following conditions (any one of which may be waived in whole or in part by Buyer at or prior to Settlement):

3 (i) All of the representations and warranties by Seller set forth in this Agreement shall be true and correct at and as of Settlement in all material respects. (ii) Seller shall have performed, observed and complied with all material covenants, agreements and conditions required by this Agreement prior to or as of Settlement. 9. Deliveries at Settlement. (a) At Settlement, Seller shall deliver to Buyer duly executed originals of the following: "Deed"); (i) A deed to the Real Property, duly executed and acknowledged by Seller and in proper form for recording (the (ii) A Nonforeign Person Certification in the form attached hereto as Exhibit "E, as required under Section 1445 of the Internal Revenue Code; (iii) An owner's affidavit as to mechanics' liens and possession in customary form reasonably acceptable to Seller and Buyer's title insurer. (b) At Settlement, Buyer shall deliver to Seller: (i) The balance of the Purchase Price, as adjusted. 10. Declaration of licensee business relationship(s): Bill Bartus, as an authorized representative of Preferred Auction Co., LLC. and Richard B. Natow of Prestige Group, Inc., are working in this transaction as a seller s agent. 11. Possession. Possession of the Property shall be given to Buyer at Settlement, free of any leases except as attached hereto and free of other claims to or rights of possession except those of public record, by delivery of the Deed. The Deed shall be prepared by Buyer at Buyer's expense. 12. Closing Costs. Buyer will pay for the cost of title search, title insurance, related survey, endorsement, etc. preparation of the deed, affidavit of title, the cost of the title clerk's fee for attending settlement the Realty Transfer Fee, and all other usual and customary expenses. 13. Apportionments; Taxes. (a) Real estate taxes and all utilities paid or payable by Seller shall be apportioned pro rata on a per diem basis as of Settlement. Real Estate taxes shall be apportioned based on the fiscal year of the taxing authority. Seller shall cause any and all public utilities serving the Property, to issue final bills to Seller on the basis of readings made as of Settlement and all such bills shall be paid by Seller. The provisions hereof shall survive Settlement under this Agreement. (b) All realty transfer taxes imposed on or in connection with this transaction shall be paid by the Buyer. 14. Condemnation. Seller covenants and warrants that Seller has not heretofore received any notice of any condemnation proceeding or other proceeding in the nature of eminent domain in connection with the Property. If prior to Settlement any such proceeding is commenced or any change is made, or proposed to be made, to the current means of ingress and egress to the Property or to the roads or driveways adjoining the Property, or to change such ingress or egress or to change the grade thereof, Seller agrees to notify Buyer thereof. Settlement hereunder shall not be affected by any such condemnation, the parties shall complete Settlement as if no such proceeding had commenced and Buyer will pay Seller the full Purchase Price in accordance with this Agreement. Seller shall assign to Buyer all of Seller's right, title and interest in and to any compensation for such condemnation, and Seller shall not negotiate or settle any claims for compensation prior to Settlement without Buyer's participation.

4 15. Dates/Time is of the Essence The settlement date and all other dates and times referred to for the performance of any of the obligations of this Agreement are of the essence and are binding. The settlement date is not extended by any other provision of this Agreement and may only be extended by mutual written agreement of the parties. 16. Default by Buyer. If Buyer, without the right to do so and in default of its obligations hereunder, fails to complete Settlement, fails to make any payments as specified in this Agreement of Sale, or violates or fails to fulfill and perform any other terms and conditions of this Agreement, then Seller may elect to retain those sums paid by Buyer including deposit monies either (1) on account of the purchase price as monies to be applied to Seller s damages, and sue for specific performance or (2) as liquidated damages for such breach. If Seller retains all sums paid by Buyer, including deposit monies, as liquidated damages Buyer and Seller will be released from further liability or obligation and this Agreement of Sale will be VOID. 17. Default by Seller. (a) If Seller, without the right to do so and in default of its obligations hereunder, fails to complete Settlement, Buyer, as its sole and exclusive remedy, may elect to: (i) have the Deposit returned to Buyer, or (ii) exercise the remedy of specific performance to cause Seller to convey to Buyer title to the Property, as long as any action for specific performance is commenced within 30 days of such default. 18. Auctioneer. Prestige Group and Preferred represents the Seller and not the Buyer. Prestige Group s compensation is 10% of the high bid, earned and paid by Buyer to Prestige Group Inc. at knockdown, being the end of the auction. Buyer warrants that Buyer has not dealt with any Auctioneer, real estate agent, broker or salesperson other than Prestige Group, unless such person or entity previously registered with Prestige Group in accordance with Preferred's rules and regulations. Seller represents that it has dealt with no broker or Auctioneer other than Prestige Group. Each party shall indemnify, defend and hold the other harmless from and against claims of any person or entity for a real estate commission or other compensation arising out of the representing party's breach of the representations made in this Agreement. The foregoing indemnification obligations of shall survive Settlement. 19. Operation of the Property Prior to Settlement. (a) Prior to Settlement: (i) The Property shall be operated, managed and maintained in its present condition, reasonable wear and tear and damage by casualty excepted. (ii) No contract for or on behalf of or affecting the Property shall be negotiated or entered into which is not terminated by Seller prior to Settlement. 20. Notice. (a) All notices, requests and other communications under this Agreement shall be in writing to the parties addresses on page one of this Agreement of Sale and shall be delivered (i) in person, (ii) by registered or certified mail, return receipt requested, (iii) by recognized overnight delivery service providing positive tracking of items (for example, Federal Express), or (iv) by facsimile provided a copy is sent concurrently by one of the methods described in (i), (ii) or (iii) above. (b) All such notices, requests and other communications shall be deemed to have been sufficiently given for all purposes hereof only upon receipt by the party to whom such notice is sent. Notices to the parties may be given on their behalf or to by their respective attorneys.

5 21. "As Is" Sale and Release. (a) Buyer hereby represents and warrants to Seller that, except as otherwise expressly set forth in this Agreement, Buyer has not entered into this Agreement based upon any representation, warranty, statement or expression of opinion by Seller or any person or entity acting or allegedly acting for or on behalf of Seller with respect to, the Property or the "Condition of the Property" (as hereinafter defined). Buyer acknowledges and agrees that, except for the covenants, representations and warranties of Seller expressly contained in this Agreement, the Property shall be sold, conveyed and accepted by Buyer at Settlement AS IS, WHERE IS, WITH ALL DEFECTS AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. Except as expressly otherwise provided in this Agreement, Seller makes no representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Property, including, without limitation, representation, warranty or covenant as to title, survey conditions, use of the Property for Buyer's intended use, the condition of the Property, past or present use, development, investment potential, tax ramifications or consequences, compliance with law, present or future zoning, the presence or absence of hazardous substances, the availability of utilities, access to public road, habitability, merchantability, fitness or suitability for any purpose, or any other matter with respect to the Property (collectively, the "Condition of the Property"), all of which are, except as otherwise expressly provided in this Agreement, hereby expressly disclaimed by Seller. Except as otherwise expressly provided in this Agreement, Buyer acknowledges that Seller has made no representation, warranty or covenant as to the Condition of the Property or compliance of the Property with any federal, state, municipal or local statutes, laws, rules, regulations or ordinances including, without limitation, those pertaining to construction, building and health codes, land use, zoning, hazardous substances or toxic wastes or substances, pollutants, contaminants, or other environmental matters. Buyer shall reconfirm the aforesaid acknowledgments in writing as of the date of Settlement. (b) Without limiting the above, Buyer on behalf of itself and its successors and assigns waives any rights to recover from, and forever releases and discharges, Seller, Seller's affiliates, partners, the shareholders, directors, officers, employees and agents of Seller, and their respective heirs, successors, personal representatives and assigns (collectively, the 'Seller Related Parties"), from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys' fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.), the Clean Water Act (33 U.S.C. Section 1251, et seq.), the Safe Drinking Water Act (14 U.S.C. Section 1801, et seq.), and the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and any similar environmental state or local statutes, regulations, rules or requirements. (c) The provisions of this Section shall survive Settlement and the delivery of the Deed or any expiration or termination of this Agreement without limitation as to time. 22. Consumer Information Statement Acknowledgment: By signing below the sellers and purchasers acknowledge they received the consumer information statement on New Jersey real estate relationships from the brokerage firms involved in this transaction prior to the first showing of the property. 22. Like Kind Exchanges. Buyer or Seller may elect to exchange the Real Property for other real estate of a like kind in accordance with Section 1031 of the Internal Revenue Code of 1986 as amended (the "Code"). To the extent possible, the provisions of this Section shall be interpreted consistently with this intent. To exercise any rights under this Section, the party electing to exchange the Real Property shall provide the other with a written statement stating its intent to enter into an exchange at least five (5) business days prior to Settlement. Either party's election to exchange, rather than sell or buy, the Real Property for other real estate of a like kind shall be at no cost or liability to the other. Should this Agreement become part of a 1031 transaction, the party electing to exchange the Real Property (the "Exchanger") hereby agrees that the other party may enforce any and all representations, warranties, covenants and other obligations of the Exchanger under this Agreement directly against Exchanger, and the other party agrees that Exchanger may enforce any and all representations, warranties, covenants and other obligations of the other party under this Agreement directly against the other party. 23. Miscellaneous. (a) Megan s law statement: under New Jersey law, the county prosecutor determines whether and how to provide notice of the presence of convicted sex offenders in an area. In their professional capacity, real estate licensees are not entitled to notification by the county prosecutor under Megan s law and are unable to obtain such information for you. Upon closing, the county prosecutor may be contacted for such further information as may be disclosable to you.

6 (b) Notice on off-site conditions: pursuant to the new residential construction off-site conditions disclosure act, P.L C..253, the clerks of municipalities in New Jersey maintain lists of off- site conditions which may affect the value of residential properties in the vicinity of the off-site condition. Purchasers may examine the lists and are encouraged to independently investigate the area surrounding this property in order to become familiar with any off-site conditions which may affect the value of the property. In cases where a property is located near the border of a municipality, purchasers may wish to also examine the list maintained by the neighboring municipality. (c) Except as otherwise specifically provided in this Agreement, all representations and warranties contained in this Agreement shall terminate at Settlement. (d) All times specified in this Agreement shall be of the essence. (e) The captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof. (f) Formal tender of an executed deed and purchase money is hereby waived. (g) Other than to a qualified intermediary if Buyer elects to exchange the Real Property in accordance with Section 1031 of the Code as set forth above, Buyer shall have no right to assign this Agreement without the prior written consent of Seller. (h) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and, to the extent herein permitted, assigns. (i) This Agreement, including the exhibits attached hereto, contains the whole agreement as to the Property between Seller and Buyer and there are no other terms, obligations, covenants, representations, statements or conditions, oral or otherwise of any kind whatsoever concerning this sale and purchase. This Agreement shall not be altered, amended, changed or modified except in writing executed by the parties hereto. (j) This Agreement shall be construed in accordance with the laws of the state in which the Property is located. (k) Both parties to this Agreement having participated fully and equally in the negotiation and preparation hereof, this Agreement shall not be more strictly construed, or any ambiguities within this Agreement resolved, against either party hereto. (l) This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but which together shall constitute one original Agreement. By execution of this Agreement of Sale, Buyer and Seller acknowledge that they have either reviewed this Agreement of Sale with an attorney or waived their right to do so, in which event Buyer has no further right of review or rescission. IN WITNESS WHEREOF, intending to be legally bound, the parties have caused this Agreement to be duly executed, under seal, as of the day and year first written above. Date:, 2007 SELLER: WITNESS: By: (Seller) Sandra Terp Date:, 2007 BUYER: Seller s Federal ID# WITNESS: By: (Buyer) Buyer's Federal Tax ID #