CONTRACT FOR SALE OF REAL
ESTATE
This Contract for
Sale of Real Estate (“Agreement”) is entered into as of
the
day of
, 2008, by and between Glatfelter Pulp Wood Company , a
Maryland corporation, with an office at 228 South Main Street,
Spring Grove, PA 17362 (hereinafter called the
“Seller" ) and George H. Glatfelter, II and Beverly
G. Glatfelter , husband and wife, or an entity to be formed by
them, whose legal address is 7052 Woodland Drive, Spring Grove, PA
17362 (hereinafter collectively called the “Purchaser"
). In consideration of the mutual covenants and provisions
contained herein, intending to be legally bound, the Seller and
Purchaser hereby agree as follows:
The premises to
which this Agreement applies is the land situated in the Township
of Jackson, York County, Commonwealth of Pennsylvania (known as the
Lake PaHaGaCo Land, and described herein as the
“Property”), which may also be known as parcel no(s)
33-000-GF-0017A-0-00000 and 33-000-GE-0055-0-000000 on the local
tax assessment records, containing 246 acres, more or less, and as
more particularly described in Exhibit “A” attached
hereto and made a part hereof (the " Property ”). The
parties agree that it is their mutual intention that (i) the
water impoundment area of Lake PaHaGaCo; (ii) the pond area
located to the north of Lake Road; and (iii) the spillway area
of Lake PaHaGaCo not be included as part of the Property conveyed
under this Contract. In the event that such areas are included
within the description of the Property described above, the parties
shall cooperate with each other in good faith, at no material
expense to either party, to cause such areas to be excluded from
the Property herein conveyed.
The sum of One
Hundred Thousand ($100,000.00) Dollars ( “Deposit" )
shall be paid by the Purchaser to the Seller, or Seller’s
agent, within twenty-four hours of the Effective Date as partial
payment on account of the Purchase Price (defined below) of the
Property. The Deposit shall be applied to the Purchase Price of the
Property, unless otherwise forfeited to Seller or returned to the
Purchaser pursuant to the terms contained herein. The total
purchase price (“ Purchase Price”) being Three
Million Two Hundred Fifty Thousand ($3,250,000.00) Dollars on the
following terms, to wit: All Deposit shall be credited towards the
Purchase Price, the balance to be paid in cash at closing. Said
Deposit shall be received and held by the LandVest, Inc.
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Purchaser’s Initials:
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Seller’s Initials:
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(hereinafter
known as “ LandVest ,” “ Listing
Broker , or “ Escrow Agent ”), in an
interest bearing account, subject to the following conditions
and terms of sale:
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1.
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LandVest, Inc., as Listing Broker,
shall hold Deposit and act as Escrow Agent until Closing (as
defined below). Thirty (30) days shall be given for obtaining
the acceptance; and, in the event of the Seller’s
non-acceptance and no counter-offer by Seller, such Deposit, plus
accrued interest, shall be promptly returned to the Purchaser. Any
counter-offer by Seller which is not accepted within fifteen
(15) days by Purchaser, shall be deemed rejected, and the
Deposit, plus accrued interest, shall be promptly returned to
Purchaser.
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2.
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Seller agrees to convey by special
warranty deed good and marketable title in fee simple to the
Property (including mineral rights, if any) such as will be insured
by Commonwealth Land Title Insurance Company (or by another
reputable insurance company to be selected by Purchaser, doing
business in the Commonwealth of Pennsylvania) (the “ Title
Company ”) at regular rates, free and clear of all liens,
encumbrances and restrictions, except (a) those accepted by
Purchaser, (b) existing public and private maintenance
agreements or obligations, existing building restrictions,
ordinances, easements of roads, easements visible upon the ground,
easements of record, privileges or rights of public service
companies, (c) matters disclosed herein, and (d) any
other restrictions or encumbrances of record. If Seller fails to
satisfy all objections raised by Purchaser within the earlier of
thirty (30) days after having been provided by Purchaser at
Purchaser’s expense a preliminary title insurance report
issued by the Title Company, or the Closing as set forth in
Paragraph 3 below, then at the election of Purchaser by
written notice to Seller, all rights and obligations created hereby
shall be terminated and the Deposit of Purchaser, plus any accrued
interest, shall be promptly returned to Purchaser. Nothing
contained in this Paragraph shall prevent Purchaser, at
Purchaser’s election, from accepting such title as Seller is
able to convey.
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3.
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It
is agreed that this transaction shall be closed and the Purchaser
shall pay the balance of the Purchase Price due as provided herein
and shall execute all documents necessary for the completion of
this purchase within thirty (30) days following the Effective
Date (“ Closing ”). If Closing does not occur by
said date as a result of Purchaser’s default, the Seller
shall retain the Deposit, plus any accrued interest, as liquidated
damages, or (2) pursue such other remedies for non-performance
as law or equity may permit. The place of Closing will be chosen by
Seller or mutually agreed upon by the parties in writing.
Possession of the Property shall be delivered at Closing subject to
all restrictions and encumbrances of record.
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4.
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Title to the Property shall be
conveyed using the legal descriptions that are set forth in the
deed(s) whereby Seller acquired title to the Property recorded in
the Office of the Recorder of Deeds in and for the county in which
the Property lies (“ Deed(s) ”). Purchaser shall
be responsible for and pay the costs of any survey(s) which maybe
required by the Title Company or abstracting attorney for the
preparation of an adequate legal description of the Property (or
the correction thereof)and any survey or surveys desired by the
Purchaser. Notwithstanding the foregoing, at Closing Seller shall
reimburse Purchaser for fifty percent (50%) the actual
out-of-pocket expense for any survey required by the Title Company
or Purchaser’s abstracting attorney, up to a total
reimbursement of $20,000.00.
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5.
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At
Closing, the following will be adjusted on a pro-rata daily basis
between Purchaser and Seller, reimbursing where applicable: any
leases that Seller, at its sole option, assigns to Purchaser at the
Closing; property taxes; water and/or sewer fees, if any, and any
other lienable municipal services.
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6.
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Purchaser will pay the following:
costs of title search, title insurance and/or mechanics lien
insurance or fee for cancellation of the same, if any; flood
insurance, fire insurance, and/or mine subsidence insurance, and
cancellation fees, if any; appraisal fees and charges paid in
advance or at settlement to a
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Purchaser’s Initials:
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Seller’s Initials:
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2
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lender, if any; and
Purchaser’s customary settlement costs and accruals,
including, but not limited to deed recordation and tax
certification fees.
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7.
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All
applicable state and local real estate transfer taxes shall be
split equally between the Purchaser and Seller, as is customary in
the Commonwealth of Pennsylvania.
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8.
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Purchaser is hereby notified that
the Property, or a portion of it, may be preferentially assessed
for tax purposes under the following Acts:
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X
Farmland and Forest Land Assessment Act (Clean and Green
Program)
o
Open Space Act (an Act
enabling certain counties of the Commonwealth to covenant with land
owners for preservation of land in farm, forest, water supply or
open space uses)
o
Agricultural Area
Security Law, Act 43 of 1981, 3 P.S. Sec. 901, et. seq.
(development rights)
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Purchaser acknowledges that any land
use restrictions associated with the Property’s enrollment in
the Clean and Green Program or under the Open Space Act or under
any other program identified above are encumbrances upon the
Property. Purchaser agrees that delivery of title subject to these
encumbrances will not violate Seller’s obligations under
Paragraph 2 above. Purchaser further acknowledges that
roll-back taxes may be assessed against the Property following
Closing . Purchaser shall be solely responsible for payment
of any and all such roll-back taxes, unless they are levied as a
result of Seller’s use of the Property prior to transfer of
title to the Purchaser. This provision shall expressly survive
Closing and be binding on t
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