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Exhibit 2.3
RIGHT OF FIRST OFFER AND REFUSAL
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THIS RIGHT OF FIRST OFFER AND REFUSAL (the "Agreement") is made
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this 21st day of March, 2005 by and between
Gold Street Realty, LLC, a
Massachusetts limited liability company
with a place of business at 103
Lamartine Street, Worcester, Massachusetts
("Grantor"), and Angelica Textile
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Services, Inc. ("Grantee").
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WITNESSETH, that the Grantor, for and in consideration of the
sum
of one dollar ($1.00) and other good and
valuable consideration paid by the
Grantee, the receipt whereof is hereby
acknowledged, does hereby grant to
the Grantee, its successors and assigns, a
right of first offer and refusal
("Right of First Offer and Refusal"), the
terms of which are more
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particularly set out below, concerning a
tract of land in the City of
Worcester, Worcester County, State of
Massachusetts more particularly
described in Exhibit A appended hereto and
made a part hereof (the
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"Property").
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1. RIGHT OF FIRST REFUSAL AND FIRST OFFER. If at any time the
Grantor shall receive a bona fide, arm's
length, written offer from a third
party to purchase the Property in whole or
in part, which offer the Grantor
intends to accept (an "Offer"), the Grantor
shall send the Grantee a copy of
the Offer and notify the Grantee of its
intention to accept the same. In the
event Grantor has not received an Offer but
determines that it desires to
sell the Property then it shall first offer
the Property to the Grantee,
stating the offering price and the other
details of such sale (a "Notice").
The Grantee shall have the right within ten
(10) business days after its
receipt of such Offer or Notice to agree to
purchase the Property or
applicable part thereof, in its own name or
in the name of a nominee, on the
same terms specified in said Offer or
Notice. In the event the Grantee
elects to purchase the Property, the
Property shall be conveyed by a
Quitclaim Deed conveying good and clear
record and marketable title thereto
except as otherwise stated in the Offer or
Notice and such Deed shall be
delivered and the consideration paid at the
Worcester District Registry of
Deeds on the day specified in the Offer or
Notice. If the Grantee shall not
elect to purchase the Property within said
period of ten (10) business days
or in the event the Grantee shall, after
giving notice of its intention to
buy the Property, fail to complete such
purchase on the precise terms set
forth in the Offer or Notice, then the
Grantor shall be free for a period of
one hundred eighty (180) days thereafter to
sell the Property or applicable
part thereof, at a price not less than that
specified in the Offer or Notice
and on the terms set forth in the Offer or
Notice sent to the Grantee.
2. WARRANTY. The Grantor herein hereby warrants that it has
good
and marketable title to the Property
(subject to the encumbrances set forth
at Exhibit B) and good right, full power,
and lawful authority to grant this
Right of First Offer and Refusal.
3. DEFAULT. Should the Grantor enter into an assignment, sale,
transfer, conveyance, lease with a term
(including both primary and option
periods) in excess of one (1) year or lease
with option to purchase in
conflict with this Right of First Refusal,
or fail to provide the Right of
First Offer, then the Grantee may, at its
option, seek to have a court of
competent jurisdiction declare this
Agreement breached and order that said
assignment, sale transfer, conveyance,
lease with a term in excess of one
(1) year or lease with option to purchase
is null, void, and of no effect
and/or to enforce the Right of First Offer.
Nothing contained h
