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AGREEMENT FOR PURCHASE OF REAL ESTATE THIS AGREEMENT FOR PURCHASE OF REAL ESTATE (this “Agreement”) is made and entered into as of the Execution Date (as defined in Section 10.9, below), by and between ABB INC., a Delaware corporation, successor in interest to ABB Prospects Inc. (“Seller”), and CECIL TOWNSHIP, a Pennsylvania ‘Township of the Second Class (“Buyer”), with respect to the following. Recitals including, all fixtures, rights, privileges, easements, hereditaments and appurtenances thereto, and all right, tile and interest of Seller in and to the land lying in the bed of any public street, road or avenue in front of or adjoining said property (the “Land”) B. The Land has a long and varied history of mining and industrial uses which have (the “Environmental Issues”), as specifically set forth on the conceptual Act 2 plan prepared by GHD Services Inc. attached hereto as Exhibit A, the Scope of Work prepared by American Geosciences, Inc. attached hereto as Exhibit B (together, the “Act 2 Plan”) and the draft Consent Order and Agreement by and among the Commonwealth of Pennsylvania, Department of Environmental Protection (the “DEP”), Seller and Buyer attached hereto as Exhibit C (the “Consent Order and Agreement’), C, Seller desires to sell and Buyer desires to purchase, the Land, together with all appurtenant easements and common area rights, if any, any fixtures owned by Seller and forming part of the Land and any intangible rights associated therewith, upon the terms, covenants and conditions set forth in this Agreement. Furthermore, Seller and Buyer desire that the Environmental Issues be remediated prior to the consummation of the sale of the Property (as defined below) and to set forth responsibilities for the remediation work and potential liabilities associated with the Environmental Issues. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows: ARTICLE I ‘The Purchase and Sal Subject to the terms, covenants and conditions of this Agreement, and contingent upon the execution of the Consent Order and Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, (a) all right, title and interest of Seller in the Land, which shall consist of a fee simple interest therein, (b) all right, title and interest of Seller in and to any tangible personal property affixed to the Land (the “Personal Property”), (c) to the extent assignable, all other right, title and interest of Seller constituting part and parcel of the Property (hereinafter defined), all transferable consents, authorizations, variances or waivers, licenses, permits, including but not limited to building or grading, zoning certificates and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land, licenses, permits, air rights, certificates of occupancy, signs, sewer agreements, water line agreements, utility agreements, water rights and any other general intangibles benefiting the Land (collectively, the “Intangibles”), and (d) all of the Seller's records relating to the use and operation of the Land, (collectively, the “Records”) and all tests, surveys and reports, including but not limited to Phase I, Il, III or IV Environmental Surveys, ALTA Surveys, the reports listed in Paragraph G of the Consent Order and Agreement, all governmental and quasi-governmental agency reports and assessments, and all prior title policies and deeds (collectively called “Reports”), The Land, Personal Property, Records, Reports and Intangibles are hereinafter collectively referred to as the “Property.” ARTICLE IL Purchase Price 2.2 Earnest Money. Buyer shall make an earnest money deposit in the amount of Ten and no/100ths ($10.00) Dollars (the “Deposit”) to Tucker Arensberg Real Estate Service Corp. (“Title Agent”) within five (5) business days of the Execution Date. The Deposit shall remain immediately refundable to Buyer upon written demand of Buyer if this Agreement is terminated as set forth herein by Buyer prior to the expiration of the Due Diligence Period, or the failure of the Contingencies to be met or waived by Buyer (as stated in Section 8.2 below), Otherwise, the Deposit shall not be refundable to Buyer unless the transaction contemplated by this Agreement is not consummated as the result of Seller’s default or the failure of a condition precedent to Buyer’s obligations that is not 23 24 31 32 33 timely waived as provided herein. At the Closing, the Deposit shall be credited toward payment of the Purchase Price. Balance of Purchase Price. The balance of the Purchase Price, after subtraction of the Deposit and following any prorations and adjustments at Closing, as provided below, shall be paid to Seller in cash by wire transfer of immediately available funds at the Closing. Other Consideration. as both are defined in Scctions 4,4.6 and 4.4.7, respectively), and defined in Section 4.5.1 below and as forth in Section 4.5.3) _ attributable to Township employees or Township's outside counsel. ARTICLE IL Title and Survey Title Insurance Commitment. Seller will provide Buyer with a copy of any current owner’s policy of title insurance. As soon as possible, Buyer shall obtain a now title insurance commitment (the “Title Commitment”) describing the Land together with copies of all exceptions affecting title and listing Buyer or its assignee as the prospective named insured and showing as the policy amount $450,000.00 for the Property. survey. Seller will, within ten (10) days of the Execution Date, deliver to Buyer a copy of any land survey of the Property in Seller’s possession, Buyer, at Buyer's expense, may, but is not required to, obtain an ALTA/ACSM for survey (the “Survey”) within the Review Period, as defined below. In the event that the Title Company shall require a Survey to issue a title policy, Seller shall be responsible for the expense of the Survey. Review of Title and Survey. Buyer shall have forty (40) days after the receipt of the Title Commitment (such time period is hereinafter the “Review Period”) in which to notify Seller of any objections Buyer has to any matters shown or referred to in the Title Commitment or Survey. If a Survey cannot be completed by the expiration of the Review Period, the Review Period shall be extended until ten (10) days after the Survey is delivered to Buyer, but only with respect to any matters which may be shown on the Survey. Any title encumbrances or exceptions which are set forth in the Title Commitment or the Survey and to