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RIGHT OF FIRST OFFER AND REFUSAL

Real Estate Option Right of First Refusal Agreement

RIGHT OF FIRST OFFER AND REFUSAL | Document Parties: ANGELICA CORP /NEW/ You are currently viewing:
This Real Estate Option Right of First Refusal Agreement involves

ANGELICA CORP /NEW/

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Title: RIGHT OF FIRST OFFER AND REFUSAL
Date: 3/24/2005
Industry: Personal Services    

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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

                                                     ---------

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

                                             -------

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

              ---------

"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


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