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Exhibit 10.2
AGREEMENT OF SALE
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THIS AGREEMENT OF SALE, dated August 5, 2005, is made by and
between
The Commomwealth Group, Ltd., a Delaware
corporation ("Buyer") and Artesian
Development Corporation, a Delaware
corporation ("Seller").
1. PROPERTY. Seller agrees to convey to Buyer, and Buyer agrees
to
purchase the land, with improvements
erected thereon, if any, located on
Churchmans Road, New Castle County,
Delaware and designated by the New Castle
County taxing authorities as Tax Parcel No.
09-19.00-043 ("Property").
2. PURCHASE PRICE. Buyer shall pay Seller ONE MILLION THREE
HUNDRED
FIFTY THOUSAND AND NO/100 Dollars
($1,350,000.00) for the Property, payable as
follows: (i) $170,000.00 within fourteen
days (14) of signing of this Agreement
(collectively with $30,000 previously paid,
the "Deposit"), said sum to be
deposited by Buyer with Seller and
delivered and disbursed at settlement or
sooner in accordance with the provisions of
this Agreement; and (ii) the balance
of the purchase price, at the time of
settlement hereunder. If Seller gives
notice to Buyer at least five banking days
prior to settlement, the net proceeds
of sale payable to Seller shall be paid by
wire transfer or by cashiers or
certified check as specified by Seller.
3. MORTGAGE CONTINGENCY. This sale and settlement hereunder are
NOT
contingent upon Buyer's obtainment of any
bank or other financing.
4. SETTLEMENT. Settlement shall be held at 10:00 a.m. at the
offices of
Buyer's counsel in New Castle County,
Delaware on a date to be selected by Buyer
and noticed to Seller not less than
fourteen (14) days in advance, which date
shall be not later than 12 months following
Seller's execution and delivery of
this Agreement to Buyer.
5. POSSESSION. Possession of the Property shall be delivered by
Seller
to Buyer at settlement.
6. TRANSFER
TAXES; PRO-RATED CHARGES. Applicable transfer taxes shall
be paid one-half by Buyer and one-half by
Seller. Taxes, water, sewer and any
other lienable charges imposed by the State
of Delaware and any political
subdivision thereof shall be apportioned at
the time of settlement.
7. TITLE. Title to the Property is to be conveyed by deed of
special
warranty and is to be good, marketable, fee
simple absolute title of record,
free and clear of all liens and
encumbrances of record and free and clear of
zoning and subdivision violations, but
subject to all existing easements and
restrictions of record provided that same
do not materially interfere with
Buyer's intended use of the Property. If
Seller is unable to give a good and
marketable title meeting the foregoing
requirements, such as will be insured at
regular rates by a title insurer duly
authorized to transact insurance in the
state of Delaware, Buyer shall have the
option of taking such title as Seller
can give, without reduction of the purchase
price, or of being repaid all
deposit money, in which case this Agreement
shall become null and void. Seller
agrees to execute and deliver such title
affidavits and other documents as may
be reasonably required by the title company
undertaking to insure title to the
Property.
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8. INCLUSIONS IN SALE. Intentionally omitted.
9. BUYER'S CONTINGENCIES. The purchase and sale provided for herein
is
subject to the following contingencies for
the benefit of the Buyer:
(a) receipt
of:
(i) in final and unappealable form of all such governmental
approvals (the "Development Approvals") as are necessary to
permit development and use of the Property as a medical office
facility incorporating not less than 42,000 square feet of
leasable space together with other related amenities in
accordance with designs and specifications reasonably
satisfactory to Buyer (the "Improvements"); and
(ii) an environmental audit report from an environmental
consulting firm selected by Buyer demonstrating that the
Property complies with all federal, state and local
environmental laws and regulations and that there exists no
condition upon the Property that is more likely than not to
require remedial or corrective measures pursuant to such laws
as interpreted as of the date of final settlement;
(b) the absence of any building moratorium or similar
restriction,
however denominated, which would prevent or delay development
and
occupancy of the Improvements or the improvements located on
the
Property;
(c) the absence of any condemnation proceedings pending or
threatened
against the Property; and
(d) the truth of the representations and warranties of Seller set
forth
in this Agreement.
In connection with satisfying the contingencies set forth in
this
paragraph and elsewhere in this Agreement,
Seller agrees: (i) to furnish to
Buyer all title reports, surveys, plans,
results of engineering, soil and
environmental studies and all other
information Seller has in its possession or
control with respect to the Property; and
(ii) to permit Buyer the right to
enter onto the Property for the purpose of
conducting such activities as are
contemplated in this Agreement. Seller
further agrees to cooperate with Buyer in
satisfying the contingencies contained in
this Agreement.
Buyer agrees to assume responsibility for satisfying the
contingencies
set forth in this paragraph at its sole
cost and expense.
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In the event that as of the time of settlement any of the
foregoing
contingencies shall remain unsatisfied,
Buyer shall h
