Exhibit 10.191
OPTION AGREEMENT
THIS OPTION AGREEMENT (the "Agreement") is entered into as of August 13,
1999 by and between Chancellor of Cheshire, Inc. a Delaware corporation
(hereinafter "Chancellor") and CMX Leasing Co., a Delaware corporation
(hereinafter "CMX").
WHEREAS, Chancellor is the sole absolute fee simple owner of a certain
parcel of land located in Cheshire, Connecticut, containing approximately 8.5
acres, as more particularly described on Exhibit A attached hereto (the
"Property"); and
WHEREAS, CMX desires to obtain an option to purchase the Property, upon
the terms and conditions set forth below;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Chancellor hereby grants to CMX the option (the "Purchase Option") to
purchase the Property for a purchase price of $1,147,000 (the "Purchase Price"),
upon the following further terms and conditions:
(a) The closing date shall be the date set forth in the Notice of
Exercise (hereinafter defined) (the "Closing Date");
(b) The Purchase Price shall be paid CMX at the Closing (hereinafter
defined) by certified, cashier's, treasurer's or bank check(s) or by wire
transfer;
(c) The Property shall be conveyed on the Closing Date by a good and
sufficient deed with covenants only against acts of Chancellor in favor of
CMX or its nominee, to be delivered at 12:00 noon on the Closing Date at
197 First Avenue, Needham, Massachusetts 02194, conveying good and clear,
record and marketable and insurable fee simple title, free from
encumbrances, except for only the matters set forth on that certain title
insurance policy insuring Chancellor relating to the Property, a copy of
which has been delivered to CMX herewith, and such other easements and
restrictions hereafter affecting the Property as reasonably approved by
CMX;
(d) The Purchase Price shall be adjusted with respect to real estate
taxes and water and sewer charges, insurance premiums and utility charges
and other customary items in transactions of this type;
(e) The Purchase Option shall be exercisable by CMX by written
notice to Chancellor (the "Notice of Exercise") given at any time prior to
the date that is 24 months from the date hereof. The Notice of Exercise
shall specify the Closing Date, which date shall be no more than 90 and no
less than 10 days after the date of the Notice of Exercise.
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2. CMX agrees to pay, simultaneously herewith, the sum of $247,000 (the
"Option Price"), for the Purchase Option. The Option Price shall be credited in
full against the Purchase Price for the Property.
3. CMX shall have the right, at any time and in its sole discretion, to
sell, transfer or assign its rights hereunder to any party.
4. Chancellor agrees to execute a notice or short form of this Agreement
in recordable form, upon the request of CMX.
5. Chancellor and CMX each hereby covenant and agree to take such further
actions as the other deems reasonably necessary to enable the parties to receive
the respective benefits contemplated by this Agreement.
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WITNESS THE EXECUTION HEREOF as an instrument under seal as of the date
first set forth above.
WITNESS: CHANCELLOR OF CHESHIRE, INC.
By:/s/ Abraham D. Gosman
------------------------ --------------------------------
Name:
Title:
hereunto duly authorized
WITNESS: CMX LEASING CO.
By:/s/ David B. Currie
------------------------ --------------------------------
Name: David B. Currie
Title: Senior Vice President
hereunto duly authorized
Receipt of Option Price Acknowledged:
CHANCELLOR OF CHESHIRE, INC.
By:
-----------------------------------
Name:
Title:
hereunto duly authorized
