Exhibit 10.34
FIRST AMENDMENT TO
ASSET AND REAL ESTATE PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET AND
REAL ESTATE PURCHASE AGREEMENT (this “Amendment”),
dated as of April 26, 2004, is entered into by and between
Baldwin/Green Acres Limited Partnership, an Ohio limited
partnership (“Seller”), and RE2 Kenton, Inc., an Ohio
corporation (“Buyer”);
WHEREAS, Seller and Buyer have
entered into that certain Asset and Real Estate Purchase Agreement,
dated March 31, 2004 (the “Agreement”), pursuant
to which the Seller has agreed to sell, and the Buyer has agreed to
purchase the Premises (the “Transaction”);
WHEREAS, pursuant to the Agreement,
the closing for the Transaction is scheduled for April 30,
2004;
WHEREAS, Seller and Buyer acknowledge
that certain conditions to closing cannot be completed by
April 30, 2004;
WHEREAS, Seller and Buyer still
desire to affect the Transaction;
NOW, THEREFORE, in consideration of
the premises, agreements, covenants, representations and warranties
set forth herein and other good and valuable consideration, the
receipt and adequacy of all of which are forever acknowledged and
confessed, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Section 3.1 of the
Agreement shall be amended and restated in its entirety as
follows:
3.1 Closing .
Subject to the satisfaction or waiver
by the appropriate party of all the conditions precedent to Closing
specified in Articles 8 and 9 hereof, the consummation of the
transactions (the “Closing”) shall take place at the
offices of Buchanan Ingersoll Professional Corporation, One Oxford
Centre, 301 Grant Street, 20th Floor, Pittsburgh, Pennsylvania,
15219, at 8:30 a.m. on or before May 21, 2004 or at such later
or earlier date and/or such other location as the parties hereto
may mutually agree in writing or as otherwise in this Agreement
(the “Closing Date”). The Closing shall be effective as
of 12:01 a.m. then prevailing Eastern time on May 22,
2004 (the “Effective Time”).
2. Section 10.1 of the
Agreement shal
