EXHIBIT 10.01
OPTION CONTRACT OF SALE
THIS AGREEMENT
(the "Agreement"), is made as of September 7, 2005,
between Jaclyn, Inc., a Delaware corporation, having an address at 5801
Jefferson Street, West New York, NJ 07093
("Seller"), and John Crowley, with the
right to assign this Agreement at the time of closing
to an entity to be formed
in which Sanford Weiss shall be an equity participant and active in the
approvals process outlined in subsection
2(b), below, having an
address c/o The
Law Offices of Dennis J. Oury, LLC, One
University Plaza,
Hackensack, NJ
07601
("Purchaser").
W I T N E S S E T H:
Sellers agrees to sell
and Purchaser agrees
to purchase, upon
the
terms and conditions hereinafter set
forth,
ALL those certain plots, pieces or parcels of land, with
the buildings
and improvements thereon erected,
situate, lying and being in the town of
West
New York, the County of Hudson and the State of New Jersey, being known and
designated as 5801-5823 Jefferson Street and 5901-5905 Jefferson Street and
5814-5816 Jefferson Street and 5808-5814
Washington Street, (also being known as
Lots 5 in Block 130 and Lot 13 in Block 133 and
Lot 2-01 in Block 129 and Lot 4
in Block 130 as shown on the municipal
tax maps).
Purchaser may cause a
survey
and metes and bounds description to be prepared at Purchaser's sole cost and
expense, in which event that description,
upon being certified
to and accepted
by Seller and its legal counsel,
will be deemed
attached to and made a
part of
this Agreement as EXHIBIT "A" (the land, buildings and improvements being
hereinafter referred to as the
"Premises").
1.
PURCHASE PRICE
The Purchase
Price
for the Premises is Ten Million
($10,000,000) Dollars, payable as
follows:
(a) Concurrently with the execution of this Agreement, Purchaser shall
deliver to Philip D. Neuer, Esq. (the "Escrow Holder") the sum of Thousand
($50,000) Dollars in immediately available
federal funds (the "Initial Deposit")
to be held by the Escrow Holder in a
federally insured, interest bearing account
or group of accounts. The Initial Deposit shall be disbursed or
applied by the
Escrow Holder in accordance with the provisions of this Agreement. Interest
shall follow the Initial Deposit.
(b) On the sixtieth
(60th) day following full execution of this
Agreement, Purchaser shall deliver to the Escrow Holder
the additional sum
of
Thousand ($50,000) Dollars in immediately
available federal funds (together with
the funds deposited in accordance with P. 1
(c), below, the
"Earnest Money") to
be held by the Escrow Holder in a federally
insured, interest bearing account or
group of accounts. The Earnest Money is non-refundable and shall immediately
become the absolute property of and paid to the Seller on the ninety-first
(91st) day following full
<PAGE>
execution of this Agreement. Purchaser shall have no right to
seek repayment of
all or any portion of the Earnest Money for any reason whatsoever except for
Seller's cancellation due to the
environmental
conditions set forth in Article
8, below.
(c) On the ninetieth
(90th) day following full execution of this
Agreement, Purchaser shall pay to the Escrow Holder the sum of One Hundred
Thousand ($100,000) Dollars in immediately
available federal funds (together
with the funds deposited in accordance with P. 1 (b), above, the "Earnest
Money"). The Earnest Money is
non-refundable and
shall immediately
become the
absolute property of the Seller on the
ninety-first
(91st) day following
full
execution of this Agreement. Purchaser shall have no right to
seek repayment of
all or any portion of the Earnest Money for any reason whatsoever except for
Seller's cancellation due to the
environmental
conditions set forth in Article
8, below.
(d) On the one hundred
twentieth (120th) day
following full execution
of this Agreement, Purchaser shall deliver to the
Escrow Holder the additional
sum of Seventy Five Thousand ($75,000)
Dollars in immediately
available federal
funds (together with the Initial Deposit, the "Deposit") to be held by the
Escrow Holder in a federally insured, interest bearing account or group of
accounts. The Deposit shall be disbursed or applied by the Escrow
Holder in
accordance with the provisions of this Agreement. Interest shall follow the
Deposit.
(e) On the one hundred fiftieth (150th) day following full
execution of
this Agreement, Purchaser shall deliver to the
Escrow Holder the additional sum
of Seventy Five Thousand ($75,000) Dollars in immediately available federal
funds (to be added to and constitute the "Deposit") to be held by the Escrow
Holder in a federally insured, interest bearing account or group of
accounts.
The Deposit shall be disbursed or applied by the Escrow
Holder in accordance
with the provisions of this Agreement.
Interest shall follow the Deposit.
(f) On the one hundred
eightieth (180th) day
following full execution
of this Agreement, Purchaser shall deliver to the
Escrow Holder the additional
sum of Seventy Five Thousand ($75,000)
Dollars in immediately
available federal
funds (to be added to and constitute the "Deposit") to be held by the Escrow
Holder in a federally insured, interest bearing account or group of
accounts.
The Deposit shall be disbursed or applied by the Escrow
Holder in accordance
with the provisions of this Agreement.
Interest shall follow the Deposit.
(g) On the two hundred tenth (210th) day following full execution of
this Agreement, Purchaser shall deliver to the
Escrow Holder the additional sum
of Seventy Five Thousand ($75,000) Dollars in immediately available federal
funds (to be added to and constitute the "Deposit") to be held by the Escrow
Holder in a federally insured, interest bearing account or group of
accounts.
The Deposit shall be disbursed or applied by the Escrow
Holder in accordance
with the provisions of this Agreement.
Interest shall follow the Deposit.
(h) The balance of the Purchase Price, namely Nine Million Five
Hundred
Thousand ($9,500,000) Dollars shall be payable at Closing in immediately
available federal funds by wire transfer or other form
acceptable to
Seller,
subject to satisfaction of the mortgage contingency set forth in Article 13,
below.
<PAGE>
2.
CONTINGENCIES
This Agreement is made upon the following conditions:
(a) Purchaser shall have an initial "due diligence" period of
ninety (90) days with the right to terminate for any reason. Before
entering onto the Property of perform any aspect of its due
diligence,
Purchaser shall
deliver to Seller
evidence of liability
insurance as
provided for in ss. 7, below.
(b) Seller, at no cost or expense to them, shall cooperate and
assist Purchaser
in obtaining approval from the appropriate
governmental
authorities
allowing the
Premises to be used for
residential purposes
with a minimum density of 200 residential units.
Seller agrees to sign
all necessary
documents to allow
Purchaser to
apply for the
approvals.
Purchaser shall have the following time
periods within which to obtain the approvals:
<TABLE>
<CAPTION>
Number of Days Following
Execution and Delivery
of the Agreement
Action to be Completed
------------------------------------------
-------------------------------------------------------
<S>
<C>
120
Filing
Application for Development Under NJ
Municipal Land Use Law (NJSA 40:55D-1, et seq., the
"Law").
165
Application for Development deemed
"complete" as provided for in the Law and being
placed on the calendar for the first Public
Hearing on the Application for
Development.
300
Decision by the Planning Board or Zoning
Board of Adjustment and reading and adoption of
the memorializing resolution.
</TABLE>
(c) If any of these
benchmarks
are not accomplished or if
Purchaser does not waive all of those which have not been
accomplished,
then Seller may
terminate this
Agreement upon ten (10) days written
notice to Purchaser,
provided that if Purchaser either: (a) cures such
defect within the ten (10) day period; or (b) pays to Seller the
sum of
Seventeen Thousand
Five Hundred ($17,500) Dollars per each thirty (30)
day period commencing on the 301st day following execution and
delivery
of the Agreement,
which payments shall not be credited against the
Purchase Price, then Seller's termination shall be deemed
withdrawn as
to that specific item.
The extension of this
contingency
period may
continue for up to, but not exceeding, a total of four (4) periods of
thirty (30) days each, at the end of which Seller's right to terminate
this Agreement shall not be subject to
<PAGE>
any further extensions without Seller's written agreement and upon
such
terms as Seller, in its sole discretion, shall require of
Purchaser.
3.
SELLER'S REPRESENTATIONS
Seller represents to Purchaser that:
(a) Seller is the sole owner of the Premises, and has
full power,
authority and right to execute, deliver and
perform this Agreement.
(b) Seller
is a corporation which has been duly
formed and is in good standing under the Laws of the State of
Delaware.
(c) Seller has neither
notice nor knowledge
of any
pending proceedings
for the taking of all
or any portion of
the Premises by
condemnation or
eminent domain,
and to the
best of Seller'
knowledge no such
proceeding is about to
be
commenced.
(d) Seller is not a
"foreign person" as defined in
Section 1445(f)(3)
of the Internal
Revenue Code of 1986,
as
amended (the "Code"). If Seller fails or refuses to deliver to
Purchaser at the closing a certificate evidencing that Seller
is not a "foreign person", or if Seller is a "foreign person",
then Purchaser shall be entitled to withhold from the Purchase
Price a tax equal to ten percent of the Purchase Price, as
required by Section
1445 of the Code. In
the event of such a
withholding, Purchaser
shall remit such tax
to the Internal
Revenue Service and
shall file the required return, and the
closing hereunder shall not be otherwise affected.
4.
PURCHASER'S REPRESENTATIONS
Purchaser represents as follows:
(a) Purchaser represents that Purchaser
possesses sufficient funds, together
with the mortgage as stated in this
Agreement, to close
this transaction at the
stated purchase price.
5.
TENANCIES
Seller represents that the Seller is one of the tenants at the
Premises
occupying approximately fifty (50%) percent of the total
Premises (the "Leased
Portion"). Purchaser agrees that Seller may remain as a tenant at
the Leased
Portion for a period of five (5) months
commencing on the first day of the first
full month following the closing (the "Lease
Period") at no cost or
expense to
Seller other than payment of its fifty
(50%) percent pro rata share of the costs
for utilities, real estate taxes, sewer charges
and insurance premiums, in such
amoun
