Contract To Purchase ASSIGNMENT OF CONTRACT
TO.PURCHASE REAL.ESTATE
AGREEMENT dated October 9, 2017 by and among FUSCO PROPERTIES, LLC, a limited �f
liability Company organized and existing under the laws of the State of New York,with principal
office located at 4017-b State Street, Schenectady, NY 12304 (hereinafter referred to as
"Pasco");and QUEENSBURYWOOD LLC; the foregoing being a limited liability company
organized and existing under the laws of the State of New York,having mailing addresses of 1529
Western Avenue,Albany, New York 12203 (hereinafter referred to as "Assignee
WITNESSETH:
WHEREAS, Fusco executed a Contract of Sale for Purchase/Sale of Real Estate dated
October 9, 2017, (the"Purchase Agreement")with 393 Dix Avenue Holdings,LLC. ("393 }
Dix"), for all that parcel of land situate at 871 NYS Rt. 9, Queensbury,New York(the #
"Property))).
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WHEREAS,Fusco desires to assign all of its right title and interest in and to the
Purchase Agreement to the Assignee,upon the terms and conditions set forth herein; and
WHEREAS,Assignee desires to accept such assignment,upon the tern-is and conditions
set forth herein.
NOW, THEREFORE, IT IS MUTUALLYA GREED AS FOLLOWS:
1. In consideration of the sum.of Test and 00/100 Dollars ($10.00) and of other
good and valuable consideration to Fusco paid by Assignee,the receipt whereof is hereby
acknowledged, Fusco does hereby assign,transfer and set over to Assignee all of its right,title
and interest and to its Purchase Agreement with 393 Dix for the purchase of the Property.
2. The Assignee does hereby accept such assignments and agrees to assume the
obligations of the Purchase Agreement which has been specifically assumed by the Assignee,as
well as any and all obligations of Fusco in connection therewith.
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IN WI7 VESS WHEREOF, the parties have hereunto set their hands and seals the day
and year first above written, i
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Fusco Propertie L Assignor
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Queensburywood,LLC,Assignee
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AGRTI>CIYSI'NT FOR PURCHASE AND SALE OT''RRA,L PROPERTY � ,�
�THIS AGREEMENT ("Agreernent") is made this day of �f�� 2017, by an
boween FUSCO PROPERTIES LLC("Buyer"),and c. 1 t1�. ("Sellex"
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FOR AND 1N CONSIDERATION Or THti MUTUAL PROMISES SET FORTH 14EREIN AND OTHFR GOOD AND
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VALUABLE
HERSTO AGREE As FOLLOWS:
Section
THE RECEIPT AND SUFFICIENCY OF WHICH ARE 1•IL�RCIlX ACKNOWLEDGED,THI;
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Section 1, Terms and Definitions: TI)e terms listed below shall have the respective tueanings given iy..
thein as set forth below:
(a) 193yolxex(#' shall mean Vanguard-Fine LLC, as Buyer's Broker AND Berkshire
I-lathaway as Seller's Broker, Seller shall compensate Berkshire Hathaway and Vanguard Fine, 11C 1
pursuant to separate agreement. Berkshire Hathaway shall compensate Vanguard Sine as a Co-Broker
with a fee as per CIREB Listing Agreement, �.
(b) "Closi�,ae shall mean the consunnnation of the transaction contemplated herein, whioh
shall occur on or about Forty Five (45) days after tlae oxpiratlon of the Pannitting Period and any i
extension thereof(as domed herein)(the"Closing Date"),
(u) 011Cnrnest Manor"„ shall mean , plus any and all
interest accrued thereof, deposited in accordance with Seotioaa 7(a)heroin witlx Chicago Title Company
("Escrow Agent'), 80 State Street, Albany, New York 12207 (Attention: Joseph Culella Phone: 518-
436-9711),
l8-436-9711),and to be applied as partial payment of the.Purchase price of the property at Closing (or to
be returned to Fluyor upon full payment of the Purchase Price), or otherwise disbursed as agreed upon I
under the terms of this Agreement,
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(d) "Examination Period' shall inean the period beginning on thio Motive late (as
defined herein) and extezrding through ninety (90) days after Seller has delivered to Buyer the line
DI'llgonoe Certification(as defined in Section 4 herein). If Buyers Phase 1 Environmental Assessment
concludes that a Phase 11 review should be undertaken,the Due Dillgence Period will be extended for an
additional sixty (60) days, Buyer hereby has the tight to terminate this Agreement for any reason
whatsoever, in its sole discretion, within the Examination Period (including any and all extensions j
thereto), upon which termination the Earnest Morley shall be prounptly returned to Buyer and neithor i
party hereto shall have any further obligations or liabilities to the other hereiurder•, If the Agreement is
not so terminated,the Famest Money deposit shall bocorne non-reilindablo, although still credited to the
purcbasePrioe.
(e) `Terraitting,Period"shall mean the period begiruihmg on the date that is one(1)day after f �
expiration of the Exaixlination Period and extendhrg through One Hundred Eighty (I80)days therea:der, {
Buyer will undertake to obtain a wetlands study and any necessary periults suitable for the hitended Use,
in Buyor's sole discretion, Seller shall support and cooperate with Buyer to the best of its ability and i
shall consent to such permits including signing any and all necessary applications or consent forms.
Buyer shall have the option to complete,at Buyer's sole cost,all municipal approvals required by Buyer,
including but not United to,site plan approval,site engfneering including engineering for all structures,
all lnim'astructure for utilities and storlmwater, wetlands studies,soil boxings and architectural design and
development. Buyer shall have the full right and discretion to approve any and all design and F
engineering.
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If, despite Buyer's (or Seller's) diligent pursuit of said permits, Buyer does not obtain, or in
Buyer's reasonable opinion will not be able to obtain, either acceptable wetlands conditions on the
Property or the permits suitable for Buyer's Intended Use, it,Buyer's sole discretion, Buyer shall have
the right to extend this Agreement for two (2) additional thirty (30) day periods, provided Buyer
provides notice of its intent to extend prior to the expiration of the Ponnitting Period ; or to t0i llinate
this Agreement, upon which termination all Earnest Money, except fiords which are non-refundable,
shall be refunded to Buyer,this Agreement shall be orno further force or offeot, and neither party shall
have any further obligations or liabilities hereunder,except as otherwise set forth herein,.Deposits that i {
have become non-refundable, upon such termination, would be released to Seller, Independent of its
obligations under the Permitting Period,Buyer hereby has the right to terminate this Agreement for any (...
reason whatsoever, in its sole discretion, within the Examination Period (including any acid all I
extensions thereto),upon.which torntination the Earnest Money,except funds which have become non- ,
refundable, shall be promptly returned to Buyer and neither party hereto shall have any further
obligations or liabilities to the other hereunder.
(f) "attended Use" shall mean the use of the Property for the following purpose: t
Commercial/Retail.
shall ,,can that certain property consisting of a 2.11 Acre parcel of land
located at 8'71 NYS Route 9 in the Town of Queensbury, State of New York (Tax parcel#(296,17.1-
35); as more particularly drown or described oil Exhibit A attached hereto,together with all buildings,
itnprovemcnts and fixtures thereon and all rights, easements and appurtenances thereto, as well as all �
personal property located thereon,
{h) "Purchase Price fol- Property" shall mean t.
,payable in cash or cash equivalents at Closing, less any and all Earnest Money
applied to the Purchase PAce,as directed by Buyer. Purchase Price:for Property may also be referred to
herein as the"Puroliase Price". :
(i) "r£fective Date shall mean the latter of either(i) the date first appearing at the top of �.
this.Agreement,or(ii)the date of the last signature by Buyer or Seller oil the signature page hereto.
Section 2. 1i xoration of Expenses and Payment of Costs and recording Pees, Seller and Buyer
agree that all property taxes, assessments, leases, rents or any assumed liabilities, If any, shall be
prorated on a calendar-year basis (or in the case of a Village , tire village tax year) as of the date of I
Closing (except for school taxes, which will be adjusted on the school calendar year) and that Seller
shall pay all agricultural and/or roll-back taxes,if any, at Closing, In addition to Seller's attorney's fees
and other fees customarily paid by Seller at closings in the locality in which the Property is located, at
Closing Boller shall pay for the preparation of the deed,deed stanips,exclse taxes,state and local taxes,
grantor's taxes, title search and any and all other conveyance fees or, takes, on behalf of Boyer and
Seller, but not inoluding any mortgage tax and other fees and expenses associated with Buyer's
financing for tire CIosing, Buyer shall pay its attorneys' fees and the costs of any title insurance,survey,
and recording costs.
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,$ectiort 3, Title, Seller agrees to convey fee simple good and marketable title to the Property by
Warranty geed with Lien Covenant at Closing, subject only to such exceptions acceptable to Buyer In
Its sole discretion, Seller represents and warrants that Seller is the fee simple owner of the Property,that
Boller has full authority to convey the Property as set forth hercin, and that title to the Property is (or no
later than Closing shall be) insurable at conunerclally reasonable rates, free and clear of all liens,
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Notwithstanding Buyer's rights of inspection and Due Diligence review, Buyer
acknowledges that Seller is selling the Property In"AS IS"condition.
(c) Ii xalnination u f Pre yol_K(A,, During the terns of this Agreement,Buyer,its agents and/or i
representatives,at Buyer's expense and at reasonable tithes,shall have the right but not the duty to enter
upon the Property for the purposes of 4nspecting, examining, perforating soil boring and other testing,
surveying, wetlands delineation, environmental assessments and performing other tests and/or
inspections of the Property, Buyer shall be responsible for all damage or liability to the extent resulting #
ftorn its acts in exercising its rights under this subsection and shall repair the Property to the condition it
was in prior to Buyer's entry thereon. This right of access shall be extended to govertunental authorities
who need to inspect the Property in conjunction with any examination conducted lierounder or any
governmental approvals required for Buyer's intended use of the Property.
(d) Cooperation.Seller shall reasonably cooperate with Buyer at all times during the term,of
this Agreement, at no material cost or expense to Seller, in obtaining the permits, examining the t:
Property, rezoning the Property, providing the Due Diligence Materials, and otherwise proceeding
toward Closing.
(e) EasomCntS. To the extent that Seller(or any affiliate or related party of Seller) :
awns or controls propoi•ty adjacent to or in the proximity of the Property ("Seller's Remaining
Property"),and to the extent necessary for Buyer's Intended Use of the Property,prior to Closing,Buyer
and Seller shall have agreed upon the form of a reciprocal easement agreement("REA"),to be executed
and recorded at Closing. The REA shall provide easements and related rights for the benefit of the
Property and shall govern the operation of the Property and Seller's .Remaining Property. The REA
shall,among other things: (i)grant Buyer an access easement in order to provide the Property direct and
full access to all major rights-of-Way ill close proximity to the property, (!I) grant Buyer any utility
easements necessary to connect the Property to the following utilities: electric,gas,water,sewer,storm
water, and tolophone/data lines; (ill)prohibit Seller's Remaining Property from being used as anything
that competes with,or would unreasonably interfere with,the Intended Use (the"Dxelusive Use"); (iv) t
prohibit cross-paxlcing between the Pxopelty and the Seller's Remaining .Property; (v) grant Buyer
construction and/or grad'urg enscinents in connection with the initial development of the Property; and
(vi) include a subordination and consent of any existing mortgagee holding a lien ort the Seller's
Remaining Property subordinating such lien tq the RBA.
Section 5. Envirournental. Seller represents and warrants that(i)to the best of Seller's knowledge,no
portion(s) of the Property (including without limitation any buildings, structures or containers thereon) c.
contains any petrolertxn, nil, asbestos or any other hazardous wastes, hazardous substances, hazardous
materials, toxic substances, hazardous air pollutants or toxic pollutants (collectively, 1111azardous
Waste") as those teims are defined or otherwise used under any applicable federal, state or local law,
regulation or ordinance(collectively,the"Envirousnental Laws");(H)to the best of Seller's knowledge,
no portion(s) of Property islard in violation of any Environmental Laws; (ill) neither Seller nor, to the,
best of Seller's imowledge, any third party leas used,manufactured, generated,treated, stored, disposed
of,or released any petroleum, oil,asbestos,or other hazardous wastes(collectively"/Hazardous"Waste")
1-Hazardous Waste on,under or about the Property; (iv) to the best of Seller's knowledge,there ls/are no
storage tank(s)or we110) (whether existing or abandoned) located on,under or about the Property;and
(v) Seller has received no correspondence or inotico(s) front any governmental depattrxront ar agency
regarding any violations of]_�nvlronmental Laws or the actual or suspected presence(past or present)of
Hazardous Waste on the Property, Seller shall keep Buyer promptly informed at all tines during the
term, of this Agreement with regard to any aotual or suspected contamination of the Property by any
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assessments, delinquent taxes and other monetary encumbrances ("Monetary Liens") olid all leases,
tomuici es,enouinbrances,defects and other matters of title,
Section 4, l!xamivaticn; Conditions; Other Obligations. Seller and Buyer hereby agree to the
following with respect to title examination,propolly inspections,conditions,and other obligations;
(a) Title Examination. Seller shall provide to Buyer a copy of Seller's existing Owners
Extended Coverage Policy of Title Insurance(ALTA) issued by Chicago Title Tnsurance Company, to
the Buyer. Upon receipt of tiie same from Seller, Buyer shall have thirty (30) days to examine the
eonunitment and to deliver notice to Seller of any objections to such title(tire"Objections"), Seller shall f
have ten(10)days after receipt of the Objections("Seller Response Period")to either. (i)deliver notice
to Buyer of its intent and agreement to cure, prior to Closing, all of the Objeatlons at Seller's sole cost �
and expense,with no adjustment to the Purchase Price;or(H)notify the Buyer of its election not to cure
ane or more of the Objections, Within the Seller Response Period, if Seller does riot expressly (in
writing) agree to cure all of the Objections, Seller shall be doomed to have elected option(ii)above, If
Seller elects option (i) above, Seller's agreement to cure all Objections automatically shall become a
binding obligation of Seller hereunder, If Seller elects(or is dearned to have elected) option(ii)above, i
then Buyer shall have the option to either; (a) terminate this Agreement by delivering a termination
notice to Seller, upon which termination Buyer shall be entitled to receive a full refund of the Earnest
Money, with neither party having any 11111her obligations in connection with this Agreement; or (b)
proceed toward.Closing and tape title to the Property subject only to the Objections that Seller does not
agree to cure. Notwithstanding anything to tiie contrary contained herein(including,without limitation,
inclusion or exclusion from Buyer's Objections notice)In no event shall Buyer be required to take title
the Property subject to, and in no event shall Seller elect or be doomed to have elected not to cure. (1)
any Monetary Liens, (2) any requirements of Seller appearing on Schedule B-T or elsewhere within }
Buyer's title commitment("Seller Requirements"),or(3)airy other liens,encumbrances or other matters l
first appearing of record after the date of Buyer's Initial title examination ("Subsequent :
Encumbrances"), Seller being hereby obligated to remove or satisfy all such Monetary Liens, Seller }
Requirements and Subsequent Encumbrances prior to Closing. In the event Seller fails to remove or
satisfy such. Monetary Liens, Seller Requirements and Subsequent Encumbrances prior to Closing,
Buyer shall have the right, In addition to its remedies contained in Section 7(o) herein, to proceed to
Closing and remove ar satisfy such matters on behalf of Seller,offsetting the cost to do so with a credit
of equal amount against the Purchase Price,
(b) Deliyea•y and Review of Due Dilrtonco Materials. Within five.(5) days after the
Effeotive Date, Seller shall deliver to Buyer copies of any and all documents in SeIler's possession or
readily available to Seller pertaining to the property, including without limitation any title-related
dootunents, easernents, surveys, engineering plans, maps, leases, contracts, site plans, environmental
reports,soils reports, governmental correspondence or notices("Due Diligence Materials"), Seller shall
deliver all such Due Diligence Materials along with a signed Due Diligence Certification in the form set
forth on rixillbjt B, attached hereto ("Due Diligence Certification"), Buyer shall have until the
expiration of the Examination Period to complete its review of the Due Diligence Materials.
In addition to the rights of Buyer under the Due Diligence periods, including the
Examination and Permitting Periods.,Buyer shall have ninety(90)days from the.Effective bate to obtain
from.Buyer's prospective Tenant ratification and approval of all development plans for the Property and
to obtain fu11 Real Estate Committee approvals from the Tenant, If such approval is not obtained,Buyer
may terrnhrate the Agwoment as provided in Paragraph 1 above,
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Hazardous Waste(past or present), and will immediately forward to Buyer any and all coxrespondence,
reports and/or documents Seller receives with respect to the same. In the event that Buyer discovers any
Hazardous Waste on the Property prior to Closing,Buyer or Seller,In addition to any and all other rights
and remedies available hereunder or at law or in equity,shall have the right to terminate this Agreement.
If Buyer terminates prior to the expiration of the Examination Period, Buyer shall receive a lull refund
of the Earnest Money.
Section 6.Risk of foss/Damage/ConditiouAlepair. Until the Closing,the risk of loss or damage to
the Property, except as otherwise provided hercln, shall be borne by Seller. Seller shall not interfere
with}3uyer''s rezoning or permitting processes, However, Buyer shall provide notice to Seller for any
such rezoning or permitting applications, and Buyer shall not accept any conditions for rezoning or
permit approvals which would financially obligate Seller without the express prior consent of Seller,
Seller hereby unconditionally agrees that without Buyer's express written approval (at Buyer's sole
disorelion)Seller shall not(i)apply for any municipal,state, or federal permit(s)related to the Property;
(ii)attempt to rezone the Property or any portion thereof; and(iii)undertake any action that obstructs or
unreasonably interferes with Buyer's rezoning or permitting processes. If at any time prior to Closing;
the Property is not in ore same condition as it was on the Effective Date, or the Property Is damaged or
altered, or the condition thereof becomes such that the Property cannot be conveyed in a manner that
would reasonably allow Buyer to develop the Property for tlxe Intended Use, Buyer may, In its sole
discretion,either' (a)terminate this Agreement,upon which Buyer shall be entitled to all Earnest Money
and shall have no further obligations or liabilities hereunder;(b)proceed to Closing with no adjustment I
to the Purohase Price, 3.
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Sectlon 7, Earnest Money Deposit/Disbursenient/Default.
(a) Within five (5) business days atter the Effective Date, Buyer sball deliver to Escrow
Agent the Earnest Money. In the event Buyer terminates this Agreement prior to expiration of tire
Examination Period (notwithstanding whether sueh period has yet commenced), the .Earnest Money �
Deposit shall be promptly returned,by Escrow Agent to Buyer and neither party shall have any further
rights, obligations or liabilities hereunder, If Buyer does not so terminate this Agreement prior to
expiration of the Examination Period,then the Earnest Money shall thereafter be held by Escrow Agent
to be applied as partial payment of the Purchase Price, and shall be non refundable to Buyer except in
the event of a Seller default as,set forth below and as otherwise expressly set forth in this Agreement,
.Escrow Agent shall be entitled to rely on(i)a receipt from Buyer of the written notice of termination of
this Agreement dated on or before the last day of the Examination Period,or(Ii)a written notice of other
permitted termination hi accordance with the terms contained herein, for purposes of disbursing the
.Earnest Money to Buyer and Escrow Agent shall be absolved of any further responsibility or liability
hereunder, j
(b) In the event that .Buyer defaults In any of its obligations undertaken In this Agreement
and Seller 1s not in default of Seller's obligations hereunder, then Seller may provide .Buyer with a
written notice of Buyer's default, If Buyer does not cure such default within fifteen(15)business days
after such written default notice, Seller shall have the right to terminate this Agreement by written notice
to Buyer,upon which termination Seller shall be entitled to receive the Earnest Money as full and agreed
upon liquidated damages, and tiro parties hereto shall be released fl-om further liabilities and/or
obligations hereunder(except as otherwise provided heroin), Except as may be expressly staled in this
Agreement,under no circumstances 81r811 this Agreement be deemed to have automatically terminated.
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Seller hereby specifically waives and relinquishes any and all other rights arrd xemedies, at law or in
equity,that it may have,including but not limited to specific performance. j
(o) In the event of a default or breach of the obligations,representations or warxantics herein i
taken or made by Seller,Bl yen shall be entitled to Its choice of the following remedies.
(i) Buyer may tern-dnate this Agreement by written notice to Seller in accoxdance
with the forms of this,Agreement,upon wbieh termination Buyer shall be entitled.to moelve a MI.refund
of, and Escrow Agent is hereby authorized to distribute directly to Buyer,the Earnest Money ox,cept as
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otherwise expressly provide(]1101.0111.
Section 8, Closing. Seller hereby agrees to sell the Property to Buyer for the Pmohase Price at Closing,
and Buyer hereby agrees to pay the Purchase Price at Closing. The Closing shall consist of the
execution and delivery by Seller to Buyer of a Warranty Deed with Tien Covenant and other documents f �.
customarily exeouted by a sellor in similar transactions, including without limitation, an owner's I
affidavit, ]ion waiver and a nont4oreign affidavit, The Closing shall take:place by mail or such other S
place as the parties hereto lnay mutually agree no later than 45 days atter Tomoval of any contingencies �
or completion o£the Examination period, or by agreement of the Seller and Buyer. Possession of the
Property shall be delivered at Closing, unless otherwise agreed herein. Buyer shall have a reasonable
amount of time after the Closing Date to complete this transaction so long as Buyer Is, in good faith, i
proceeding towards Closing.
Section 9, Notices,Unless otherwise provided herein,all notices and other oolnmimieations which Inay
be or are regWrod to be given or made by any party to the other in connection herewith shall be in
writing and shall be deemed to have been properly given and reoaived on the date either:(i)delivered in 4
per:son, (ij) one (1) day after boing deposited with a nationally-recognized overnight courier, (iii) sent
via facsimile,as evidenced by an automatically generated confuination roport(provided that such notice
is also sent via another acceptable method hereunder), or(iv)three(3)days after being deposited In the
United States mail,registered or certified,return receipt requested,items W-OV)above being sent to the
applicable addresseshrumbers set out below, or at such other addresses/hutnbera as specified by written
notice delivered in accordance herewith..A.ny notices given or(Wade under this Agreement may be given
by legal counsel for the party giving such notice. Buyer's and Seller's respective notice addresses shall
be as follows:
Btuyer's Notice,Address: Seller's Notice Address:
Fusco P'ropertios LLCftniffy;
Attu;David Fusco
9017 B State St. 35 Orchard Drive
Schenectady,NY 12304 Queer}sbulry,NY 12804
phone( 518-382-0600
Section 10. 1Zepreseutattons and Warranties; Other Obligations. Seller hereby represents and
warrants to and covenants with Buyer as follows, the trudn and accuracy of such representations or
warranties being obligations of Seller: i
(a) Authorization. Seller is duly authorized and has full Authority to enter lata itis
Agreement and to execute and delivbr all documents xequired for Closing, Tina .A.grecincnt and all
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documents to be executed and delivered hereunder are and at the time of Closhrg shall be legal, valid f
and binding obligations of Seller, enforceable against Seller In.accordance with their respective terms.
Seller has not granted any Option or right of first refusal or first opportunity to any party to acquire any
Interest In tile Property.
(b) Compliance. To Seller's actual knowledge,Seller has compiled with all applicable laws,
ordinances, regulations, statutes, rules and restrictions pertaining; to or affbeft the Property and the
performance of the Agreement will not result in the breach of,constitute any default under, or result in
the imposition of, any lien or encumbrance Upon the Property tinder any Agreement or other Instrument
to which Seller Is a party or by which Seller or the Property Is bound.
(c) Condemnation; Poarding Litigation, There is/are not (i) condem-nation(s) affecting or
contemplated with respect to the Property; (%i) actions, suits or proceedings pending or threatened l
against Seller and/or the Property, and Seller is not aware of any facts that might result in any such
action,suit or other proceeding.
(d) Accuracy. To the best of Seller's actual knowledge, all reports and documents
(including without limitation the Slue Diligence Materials) delivered by Seller to Buyer in connection
with this Agreement are true,correct and complete copies of such doouments.
(c) Utilities; Infrastrueturo, Utilities (including elcoh'icity, phone, cable, gas, sewer, and
water) currently are,or no later than Closing shall be,provided to the bowidary lines of the Property so
that the same shall be available to and readily accessible by Buyer for access thereupon immediately
after Closing. Suring Seller's ownership of the Property, to Seller's actual knowledge,there has been �.
no unlawful dumping, burial, abandonment or existence of organic debris, unsuitable soils, man-made
materials and/or refuse on any portion(s)of the Property.
W Subdivision. Either (a) the Property currently is a separate and discrete pfu Oct and shall be j
conveyed as such at Closing;or(b)if the Property requires subdivision and/or recombination in order to
be conveyed as a separate and discrete parcel at Closing, Buyer shall have the right to so subdivide
and/or recombine the Property at Closing, Seller shall cooperate with any such subdivision and/or i
recombination and shall sign any consents or other documents necessary in connection therewith.
(g) Agreements Concerning Property. There are no unrecoxded written or oral looses or !
tenancies on or concerning the Property, except as follows;
(if this line is left
blank, Seller warrants and represents tlrare are no such leases or tenancies), Except as otherwise
specifically agreed herein by Buyer, to the extent there are written or oral leases or tenancies on the ,
Property, recorded or unrecorded, all such lepses or tenancies shall be terminated by Seller and the i
Property shall be completely vacated (including any and all personal property associated with suolr
leases or tenancies)prior to Closing. During the term of this Agreement, Seller shall not enter into ally
new lease agreements or other agreements or contracts (recorded or unrecorded) concerning the
Property,mar(by action or inaction) extend,renew,modify, amend,suppicinczrt or change any existing i
leases or contracts,or otherwise encumber the Property without the prior written consent of the Buyer.
Section 11, Miscellaneous.
(a) (a)Entire Agreement, This Agreement constitutes the sole and entire agreement
among the paa•ties hereto and no modification of this Agrcement shall be binding unless in writing and
signed by all parties hereto, All Exhibits attached hereto aro hereby incorporated into this Agreement.
(b) (b)Survival. All representations,warranties, covenants and agreements made by
the parties hereto slsall be reasserted at Closing and shall survive Closing. Seller shall,at or within one
(1) year atter Closing, and without further consideration, execute, aelurowledge and deliver to buyer
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such other documents and instruments, and take such other acticn as Buyer may reasonably request or as
may be necessary to more effectively complete Closing and to£ul:hll the obligations set forth heroin,this
provision to survive Closing.
(c) (c) Applicable Law, This Agreement shall be construed untie r the laws of the
State in which the Property Is located. l
(d) (d) Calculation of Time Periods, When computing any period of time desoribed in this
Agreement, in the event the last day of the period so computed falls on a Saturday, Sunday, bank or I
legal holiday under the laws of the State in which the Property is loomed or the state of North Carolina,
the period shall run until the end of the next day which is neither a Saturday, Sunday, bank or legal
holiday, The final day of any such period shall be deemed to end at 11-0,59 pin easternthroe. _
(e) (e) Broker's Coruniissions. Seller shall be responsible for paying at Closing a
brokerage commission to the brokers listed In Section 1 as set forth in a separate agreement executed
simultaneously herewith. Buyer and Seller each hereby represent that, except for the brokers listed
above,there are no other brokers involved or that have a right to proceeds in this transaction,
( (t) i♦oz,ce lblafenre. In the event that Buyer shall be delayed, hindered in or
prevented from performing any act required hereunder by reason of woather-yelated delays, natural
disasters,strikes,lockouts, inability to procure permits,failure of power, restriotive governmental laws
or regulations, civil commotion, riots, Insurrection, war, acts of Clod, fire, unavoidable casualty, the 1
discovery and/or removal of any Hazardous Materials on or from the Property or any other reason not
the fault of, or within the reasonable control of,Buyer("Force Majeure"), then performance of such act j
shall be excused for the period of the delay and the period allowed for the performance of such act shall
be extended for a period equivalent to the period of such delay.
(g) (g) ,Assignment Buyer may freely assign this Agreement to (i) any affiliate or
subsidiary of Buyer,at any time or times without the consent of Seller.
(h) (h)Counterparts; Signatures, This Agreement may be executed In counterparts and/or
with counterpart signature pages, all of which together shall oomdtute a single agreement, Electronic
facsitnlles of signatures shall be acceptable and binding. ,.
Section 12. Confidentiality,
(a) Sutler hereby agrees that, during the term of this Agreement, Seller, its agents, ,
employees,directors, officers, managers and sllareholders/members,shall in good faith,attempt to keep
all details of this transaction confidential,including without limitaiiog the Purchase Pidce acid any and all ;
tenant information; provided that Seller may disclose such information only as necessary to Seller's
aecomitants,attotneys,lenders and professional advisors,so long as such pailles also commit to keeping
such Information confidentlal,
(b) Buyer' hereby agrees that, during the term o£ this Agreement, Buyer, its Agents,
employees,directors,officers,managers and shareholders/members,shall,in good faith, attempt to keep
the details of this transaction confidential, includinig without limitation the Purchase Price. Seller
understands aaid agrees that the nature of Buyer's Intended use of the Property and its obligations under
the Agreement will necessitate Buyer to disclose certain information contained in this Agrcement to
Certain third parties.
Section 13, Of£or/Execution Necessary. This Agreement shall be regarded as an offer by Buyer to
Seiler and is open for acceptance by Seller until S p.ni, on the 22nd day of September 2017,by which .
time a copy of this Agreement executed by Seller must have actually been received by Buyer. In the
event that Buyer does not receive a copy of tills Agreement wouted by Seller by said time and date,
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Us Agreement shall be null and void and of no further force ar effect,and neither Buyer nor Seller shall
have any further righty or obligations hereunder, and the Baraest lvloney, if any, delivered hereunder
shall be hnmediately returned to Buyer, This Agreement shall not be binding upon Seller or]Buyer until
fully executed and delivered by duly authorized representatives of Seller and Buyer,
(SIGNATURES APPEAR ON THE FOLLOWING PAC EMI
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SIONATI=PAGE TO AGREEMENT EOR PURCHASE AND SALE OF REAL PROPERTY
THIS DocuMENI'1S A LEGAL DOCUMENT. FXECUTION OF THIS DOCUMENT HAS LEGAL
CONSEQUENCES THAT COULD BE ENFORCEABLE IN A COURT OF LAW.
I3U0R: SE LLD, l
FUSCO PRO1PYRTYES LLC a
By.
(SEAL)
Name: ,7�zvcc� ���� P'xintNnne:
Title;
Title: Manager
Date: /o/sP7 Date:
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The undersigned hereby acknowledges rcceipt of the Earnest Money set.forth herein and agrees to bold
said Ear est Money bi accordance with the terms hereof-
Date
ereofbate �_..... -- ...._.,.........._. _ —.–
Notwitlxstfuad'nag anything to the contrary in this Agreement, Escrow Agent shall leave rro liability
hereunder, toad Buyer and Salter shall indemnify and hold harmless Escrow Agent, for tuay action or �
inaction of Escrow Agent unless the same constitutes willful misconduct or gross negligence. Escrow
Agent shall not incur any liability with x•aspect to(i)any action talcerr ox'on-&tcd to be taken in good faith
upon advice of counsel given with respect to any questions relating to ditties atad responsibilities,or(it) �
to any action taken ox omitted to be takoa in reliance upon any documents, including any written notice
of instruction provided for in this Agreement, not only as to its execution a-ad the validity slid I
effectiveness of its provisions, but also to fixe truth and accuracy of any information contained therein:,
which Escrow Agent shall in good faith believe to be genuine,to be signed or presented by a proper
person or persons curd to confor►n with the provisions of this Agreement. In tho event any party to 1130 i
transaction underlying this Agrement shall tender any performance after the time when such
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pet fnrmance was due,Escrow.Agent may proceed under this Agreement unless one of the parties to this k:
Agreement shall give to the Esorow Agent written directlon to stop fuu'thot'performance of the EsOrow
Agent's Motions hereunder. In the event written notice of default or dispute is given to the Escrow
Agent by any party, or if Escrow Agent receives contrary written instructions from any party, then
Escrow Agent uui[1 ptamptly notify all other parties of such notice, Thereafter, Escrow Agent will
decline to disburse funds or to deliver any instrument or otherwise continue to perform its escrow
flmotions,except upon receipt of a mutual written agreement of the parties or upon an appropriate order
of court. In the event of a dispute,tine Escrow Agent is authorized to deposit the escrow into a court of
competent jurisdiction for a determination as to the proper disposition of said funds. In the event that
the funds are deposited In court,tiro Escrow Agent shall be entitled to file a claim in the proceeding for
its costs and counsel fees,if any,
f,
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[Map or Desorlpflola of Propollyl
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04.9.27,12
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Pap 13 of 713
,'XMIT B j
(Due Diligence Certirlcation] I
---'2017
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Fusuo NoperUes LLC l..
4017 B State St. '
Schencetady,ICY 12304
JWaIXA V�JUl1 NUGb/r✓C� r i 1.
RE: .Agreement for Purchase and Sale of Steal Property by and between y j
S#e#diqIgs,LP(`°Seller")and Fusco Properties LLC("Buyer',),dated
(the"Agreement")
(ev
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Dear Fusco Properties LLC:
As required under Section. 4(b) of the Agreement, onelosed please find all of Seller's Due
Diligence Materials. These materials are true, correct and complete copies of such;documents, �
containing no misinformation ar material onnissions. As set foa-M under Section l(d) of the
Agreement, the date of delivery of this Due Dillgenae Certiflcatlon letter shall be used to
determine the expiration date of the.Examination Period,
Very truly yours,
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