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RIGHT OF FIRST REFUSAL AGREEMENT
RIGHT OF FIRST REFUSAL AGREEMENT (this "Agreement") executed on
this
19th day of November, 2003, and effective
as of this 9th day of December, 2003,
by and among Welsh-Square, Inc., a
Pennsylvania corporation ("WSI"), Indenture
of Trust of Bart Blatstein dated as of June
9, 1998, a Pennsylvania trust ("1998
Trust") and Irrevocable Indenture of Trust
of Barton Blatstein dated July 13,
1999, a Pennsylvania trust ("1999 Trust";
and together with WSI and 1998 Trust,
collectively, the "Owners") and Delaware
1851 Associates, L.P., a Pennsylvania
Limited Partnership (the
"Partnership").
WITNESSETH
WHEREAS, the Partnership is the owner of the property described
in
Exhibit A annexed hereto.
WHEREAS, the Owners desire that the Partnership grant the First
Refusal
Option (as that term is hereinafter
defined).
WHEREAS, the Partnership is willing to grant to the Owners the
First
Refusal Option.
NOW, THEREFORE, in consideration of the foregoing and the
mutual
covenants and agreements herein contained,
the parties hereto covenant and agree
as follows:
1. Subject to
the terms of this Agreement, the Partnership agrees
that if any time the Partnership shall
receive a bona fide written offer (an
"Offer") for the purchase of all or any
portion of the Property which the
Partnership proposes to accept, the
Partnership shall, within five (5) days of
the date of receipt of such Offer, give
prompt written notice thereof to the
Owners (the "First Refusal Notice"). The
First Refusal Notice shall set forth
the material terms and conditions of the
Offer, including, the closing date, the
sales price, the down payment, the timing
of payment, any financing contingency,
and any due diligence period, together with
the permitted encumbrances which the
proposed purchaser is required to accept.
The Owners shall have the option (the
"First Refusal Option") to purchase the
Property strictly on the same terms and
conditions set forth in the First Refusal
Notice. Such First Refusal Option
shall be exercisable by the Owner's (a
"First Refusal Exercise Notice")
delivered to the Partnership not later than
the tenth (10th) Business Day (the
"First Refusal Exercise Notice Date")
following the date that such First Refusal
Notice is received by the Owners. Time is
of the essence with respect to the
Owner's giving of the First Refusal
Exercise Notice to the Partnership. The
First Refusal Option shall be exercisable
by the Owners in accordance with, and
shall be subject to and governed by, the
terms, covenants and conditions
contained in this Paragraph 1. The closing
of any sale to the Owners shall occur
on the date (the "First Refusal Closing
Date") that is the later to occur of (x)
the closing date set forth in the First
Refusal Notice and (y) thirty (30) days
after the date of delivery by the Owners of
the First Refusal Exercise Notice.
If the Owners shall timely and properly
give a First Refusal Exercise Notice to
the Partnership, the parties shall proceed
in good faith and with due diligence
to enter into documentation necessary to
consummate the sale of the Property
which shall reflect the terms of the Offer
set forth in such First Refusal
Notice, together with other commercially
reasonable terms. If the parties shall
fail
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to enter into such documentation by the
First Refusal Closing Date, the Owners'
First Refusal Exercise Notice shall be
deemed to be revoked.
2. If the
Owners fail to give a First Refusal Exercise Notice to
the Partnership on or before the respective
First Refusal Exercise Notice Date
or the Owners shall elect not to accept the
Offer set forth in the respective
First Refusal Notice on or before such
First Refusal Exercise Notice Date or the
Owners' First Refusal Exercise Notice shall
be deemed to be revoked (as
contemplated by the last sentence of
Paragraph 1), then the First Refusal Option
shall be deemed revoked, null and void, and
of no further force and effect, and
the Partnership may thereafter proceed with
the sale of the Property so long as
the purchase price for such sale is at
least ninety fie (95%) percent of the
purchase price set forth in the First
Refusal Notice; provided however, if the
Partnership shall fail to close such
transaction within ten (10) months after
the respective First Refusal Exercise
Notice Date, then the Owners' First
Refusal Option shall continue to apply to
any subsequent availability for sale
of the Property.
3. If the
Owners shall timely and properly give a First Refusal
Exercise Notice to the Partnership, and the
parties shall timely enter into
documentation necessary to consummate the
sale of the Property, but the closing
shall fail to occur due to a default by the
Owners, then the First Refusal
Option shall be deemed permanently revoked,
null and void, and of no further
force or effect.
4. This
Agreement sh
