Purchase and Sale Agreement, dated as of November 24, 2021, by and between Global Companies LLC, as Seller, and Revere MA Owner LLC, as Buyer
PURCHASE AND SALE AGREEMENT
GLOBAL COMPANIES LLC,
REVERE MA OWNER LLC,
FOR GLOBAL TERMINAL LOCATED IN
NOVEMBER 24, 2021
Table of Contents
EXHIBITS AND SCHEDULES
Exhibit ALegal Description
Exhibit BExcluded Personal Property
Exhibit EForm of Deed
Exhibit FForm of Bill of Sale
Exhibit GForm of Title Affidavit
Exhibit HForm of Seller’s Bring Down Certificate
Exhibit IForm of Seller’s FIRPTA Certification
Exhibit JIntentionally Deleted
Exhibit KForm of Buyer’s Bring Down Certificate
Exhibit LForm of Release Agreement
Exhibit M-1Form of Assignment and Assumption of Leases, Licenses and Dock Agreement
Exhibit M-2Form of Temporary Assignment and Assumption of Dock Agreement
Exhibit NForm of Joint Letter Transferring Responsibility for Remediation Activities
Exhibit OForm of Letter to Tenants
Exhibit PPermitted Title Exceptions
Exhibit QEscrow Agreement
Schedule 3.3Allocation of Purchase Price
Schedule 5.1Seller Disclosure Schedule
Schedule 5.2Buyer Disclosure Schedule
Schedule 7.6Environmental Permits
Schedule 8.2Government Contracts
Schedule 9.4Required Insurance
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (the “Agreement”) is made as of this 24th day of November, 2021 (the “Effective Date”), by and between GLOBAL COMPANIES LLC, a Delaware limited liability company (the “Seller”), and REVERE MA OWNER LLC, a Delaware limited liability company (the “Buyer”). In this Agreement, Buyer and Seller are sometimes referred to individually as a “Party” and collectively as the “Parties.”
Seller owns and operates an active products terminal in Revere, Massachusetts, as more particularly described below. Seller desires to sell and Buyer desires to purchase this facility on the terms and conditions set forth in this Agreement.
TERMS OF AGREEMENT
For good and valuable consideration paid, the receipt and sufficiency of which the Parties hereby acknowledge, Seller and Buyer agree as follows:
“Activity and Use Limitation” has the meaning set forth in 310 CMR 40.0006, which has been prepared, recorded, registered or filed in accordance with 310 CMR 40.1070 through 310 CMR 40.1099.
“Affiliate” means, with respect to a Party, any individual or legal business entity that, directly or indirectly, controls, is controlled by, or is under common control with, such Party. The term “control” (including the terms “controlled by” and “under common control with”) as used in the preceding sentence means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies.
“Agreement” has the meaning specified in the Preamble.
“Assumed Environmental Liabilities” has the meaning specified in Section 7.3.
“Authorized Representative” means any employee, agent, representative, consultant, contractor, or subcontractor of a Party.
“Buyer” has the meaning specified in the Preamble.
“Buyer Indemnified Parties” has the meaning specified in Section 9.1(a).
“Business Day” means any day other than a Saturday, Sunday or legal holiday of the United States or the Commonwealth of Massachusetts pursuant to which financial institutions or post offices are generally closed within the Commonwealth of Massachusetts.
“Casualty” has the meaning specified in Section 13.1(a).
“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §9601 et seq.).
“Closing” has the meaning specified in Section 4.1.
“Closing Date” has the meaning specified in Section 4.1.
“Code” means the Internal Revenue Code of 1986, as amended.
“Condemnation” has the meaning specified in Section 13.1(b).
“Confidentiality Agreement” has the meaning specified in Section 14.19.
“Covenant Against Residential Use” has the meaning specified in Section 7.6(b).
“Damages” means any and all obligations, liabilities, damages (including, without limitation, physical damage to real or personal property or natural resources), fines, liens, penalties, deficiencies, losses, judgments, settlements (including, without limitation, claims for contribution for Remediation Activities), personal injuries (including, without limitation, injuries or death arising from exposure to Regulated Substances), costs and expenses (including, without limitation, accountants’ fees, attorneys’ fees, fees of engineers, health, safety, environmental and other outside consultants and investigators, and reasonable court costs, appellate costs, and bonding fees), whether based in tort, contract or any local, state or federal law, common law, statute, ordinance or regulation, whether legal or equitable, past, present or future, ascertained or unascertained, known or unknown, suspected or unsuspected, absolute or contingent, liquidated or unliquidated, choate or inchoate or otherwise.
“Deed” has the meaning specified in Section 4.2(a).
“Defaulting Party” has the meaning specified in Section 14.2.
“Delaying Party” has the meaning specified in Section 8.3.
“Deposit” has the meaning specified in Section 3.1.
“Dock Agreement” means the Operating Agreement by and between BP Oil Company (predecessor-in-interest to Irving Oil) and Global Petroleum Corporation (predecessor-in-interest to Seller), dated January 1, 1988.
“Dock Parcel” means the parcel, including, without limitation, any land underlying the navigable waters, with the Improvements thereon, as more particularly described in Exhibit A.
“Effective Date” has the meaning specified in the Preamble.
“Engineering and Institutional Controls” has the meaning specified in Section 7.6(c).
“Environmental Condition” means the existence of Regulated Substances in or on the soil, surface water, groundwater and/or improvements at, on or under the Property, or migrating from the Property to a contiguous property or properties to the extent the levels of any such Regulated Substances exceeds naturally occurring background levels in such areas.
“Environmental Documents” means (1) the “ASTM Phase I Environmental Site Assessment” prepared by ECS, dated January 2015; (2) the “Summary of Active Release Tracking Numbers (“RTN”) and RTNs Closed Since January 2015”, dated September 14, 2021; and (3) those documents related to the Property publicly available from the Massachusetts Department of Environmental Protection’s (“DEP”) “Waste Site/Reportable Releases Lookup” website.
“Environmental Law” or “Environmental Laws” means any and all applicable common laws, statutes, ordinances, rules, decrees, orders, or regulations, of the United States, the Commonwealth of Massachusetts, and all political subdivisions thereof concerning the environment, preservation or reclamation of natural resources, natural resource damages, human health and safety, prevention or control of spills or pollution, or to the management (including, without limitation, generation, treatment, storage, transportation, arrangement for transport, disposal, arrangement for disposal, or other handling), Release or threatened Release of Regulated Substances, including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §9601 et seq.), the Hazardous Material Transportation Authorization Act of 1994 (49 U.S.C. §5101 et seq.), the Solid Waste Disposal Act (42 U.S.C. §6901 et seq.) (including the Resource Conservation and Recovery Act of 1976, as amended), the Clean Water Act (33 U.S.C. §1251 et seq.), the Oil Pollution Act of 1990 (33 U.S.C. §2701 et seq.), the Clean Air Act (42 U.S.C. §7401 et seq.), the Toxic Substances Control Act (15 U.S.C. §2601 et seq.), the Safe Drinking Water Act (42 U.S.C. §300(f) et seq.), the Emergency Planning and Right-To-Know Act of 1986 (42 U.S.C. §11101 et seq.), the Endangered Species Act of 1973 (16 U.S.C. §1531 et seq.), the Lead-Based Paint Exposure Reduction Act (15 U.S.C. §2681 et seq.), and the National Environmental Policy Act of 1969 (42 U.S.C. §4321 et seq.), and all federal, state and local laws of a similar nature, and the rules and regulations promulgated thereunder, each as amended and as in effect at any time and from time to time.
“Environmental Liabilities” means any Damages or Proceedings (whether incurred, existing or first occurring on, before or after the Closing Date and whether asserted against Seller or any predecessor-in-interest who makes claims for contribution against Seller or any predecessor-in-interest) relating to or arising out of ownership or operation of the Property (whether on, before or after the Closing Date) pursuant to any applicable Environmental Laws as in effect at any time and from time to time, including, without limitation, (i) any Third Party Environmental Claim (including, without limitation, claims for contribution); (ii) any Governmental Environmental Enforcement Action; or (iii) any Remediation Activities.
“Environmental Permits” shall mean those permits, authorizations, approvals, registrations, certificates, orders, waivers, variances or other approvals and licenses issued by or
required to be filed with any Governmental Authority under any applicable Environmental Law that are in the name of Seller, related solely to the Property, and shown on Schedule 7.6.
“Equipment” has the meaning specified in Section 2.1(b).
“Escrow Agreement” has the meaning specified in Section 3.1.
“Examination Period” shall mean the period beginning on the Effective Date and extending until 6:00 p.m. (Eastern time) on the date that is sixty-four (64) days following the Effective Date.
“Excluded Assets” has the meaning specified in Section 2.2.
“Excluded Personal Property” has the meaning specified in Section 2.2(h).
“Existing Foundation” has the meaning specified in Section 7.6(c).
“Government Contracts” means the contracts with the United States Department of Energy for the storage of gasoline and heating oil at the Real Property, as set forth in Schedule 8.2.
“Governmental Authority” or “Governmental Authorities” means any federal, state or local governmental body, administrative agency, regulatory body, board, commission, judicial body or other body having jurisdiction over the matter.
“Governmental Environmental Enforcement Action” means any order, settlement agreement, consent decree, directive, notice of violation, notice of enforcement, letter of notice, notice of noncompliance, corrective action, or similar type of legal requirement or instrument that is issued by, entered into with, or otherwise required by a Governmental Authority with respect to an actual or alleged noncompliance under applicable Environmental Laws.
“Improvements” has the meaning specified in Section 2.1(b).
“Indemnitee” has the meaning specified in Section 9.3(a).
“Indemnitor” has the meaning specified in Section 9.3(a).
“Land” has the meaning specified in Section 2.1(a).
“Leaseback Agreement” means that certain Short Term Lease to be entered into as of the Closing by and between Buyer, as “Landlord”, and Seller, as “Tenant” pursuant to which Seller shall lease back a portion of the Property from Buyer upon the terms and conditions set forth therein, which Leaseback Agreement shall be in the form agreed to by Seller and Buyer under separate cover as of the Effective Date of this Agreement.
“Leases” has the meaning specified in Section 2.1(e).
“Leasing Costs” means tenant improvement allowances, leasing commissions, brokerage commissions, free rent credits, operating expense credits, rent abatements or operating expense abatements.
“Licenses” has the meaning specified in Section 2.1(e).
“Loss” means any claim, liability, obligation, demand, injury, payment, cause of action, judgment, expense, cost or other damage or loss (including, without limitation, reasonable attorneys’ and consultants’ fees), fine or penalty, including, without limitation, all reasonable costs and expenses of investigating and defending any claim or any order, directive, judgment, compromise, settlement, fine, penalty, lien, court costs or proceeding arising at any time under or from any Governmental Authority or other Third Party, including, without limitation, all reasonable costs and expenses and court costs incurred in the enforcement of any indemnification rights. “Loss” shall not include any special, consequential, indirect or loss of profit damages or any Loss for which one Party has assumed responsibility or agreed to indemnify the other Party under this Agreement.
“Material Defect” has the meaning specified in Section 11.3.
“MTBE” means methyl tertiary butyl ether.
“Natural Resource Damages” means the cost of restoring injured natural resources, including land, fish, wildlife, biota, air, water, ground water, drinking water supplies, and other such resources belonging to, managed by, held in trust by, appertaining to, or otherwise controlled by the United States, the Commonwealth of Massachusetts or other authorized trustees, to their baseline condition, compensation for the interim loss of injured resources pending recovery, and the reasonable costs of a damage assessment.
“New Foundation” has the meaning specified in Section 7.6(c).
“Non-Defaulting Party” has the meaning specified in Section 14.2.
“NPDES” has the meaning specified in Section 7.6(i).
“Off-Site” means located on, in or under any areas other than the Real Property.
“Off-Site Disposal Activities” means the shipment Off-Site or arrangement for shipment Off-Site, of any Regulated Substance to an Off-Site facility with the intent to store, dispose of, or treat such Regulated Substances at the Off-Site facility; provided, however, that the term “Off-Site Disposal Activities” shall not include (i) any Environmental Condition that has migrated from the Real Property, (ii) any Environmental Condition on Off-Site property under the Property’s dock lines and dock facilities, if any, (iii) the disposal, storage or treatment of any Regulated Substance at the Real Property or any property that was formerly part of the terminal at the Real Property, and (iv) any Environmental Condition of waterways extending beyond the Real Property’s shoreline, if any.
“Off-Site Remediation Activities” means any and all Remediation Activities with respect to the Property required under applicable Environmental Laws in effect at such time or as required by a Governmental Authority that relate to activities at Off-Site areas, but not Off-Site Disposal Activities.
“On-Site” means located on, in or under the Real Property.
“Order” means any judgment, order, settlement agreement, writ, injunction or decree of any Governmental Authority having jurisdiction over the matter and in effect as of the Closing Date.
“Party” and “Parties” has the meaning specified in the Preamble.
“Permitted Title Exceptions” means those matters identified on Exhibit P.
“Personal Property” means all of those assets constituting the Property that are not Real Property. For the elimination of doubt, the term “Personal Property” does not include Excluded Personal Property or Excluded Assets.
“Proceedings” means any actions, causes of action, written demands, written claims, claims for contribution, suits, investigations, and any appeals therefrom.
“Prohibited Person” means any Person:
“Property” has the meaning specified in Section 2.1.
“Purchase Price” has the meaning specified in Section 3.1.
“Real Property” has the meaning specified in Section 2.1(c).
“Reasonable Written Notification” means written notice provided within thirty (30) days of any notice of an alleged claim being received in writing by the party seeking indemnity, but in any event prior to the date any formal response to such claim is required. Such written notice shall
describe in reasonable detail the nature of the Damages and Proceedings for which indemnification and defense is sought. Notice of any Third Party Environmental Claim or Governmental Environmental Enforcement Action shall include, at a minimum, a copy of the notice received from the Third Party or the Governmental Authority, respectively. Furthermore, if a Party receives notice from a Governmental Authority relating to a matter that may ultimately lead to a settlement agreement, consent decree, or supplemental environmental project, then Reasonable Written Notification shall be provided on the basis of such first notice, and not delayed until receipt of the ultimate settlement agreement, consent decree or supplemental environmental project.
“REBA” means the Real Estate Bar Association of Massachusetts.
“Regulated Substance” means any (a) chemical, substance, material, or waste that is designated, classified, or regulated as “industrial waste,” “hazardous waste,” “hazardous material,” “hazardous substance,” “toxic substance,” or words of similar import, under any applicable Environmental Law; (b) petroleum, petroleum hydrocarbons, petroleum products, petroleum substances, crude oil, and components, fractions, derivatives, additives (including, without limitation, lead, MTBE, ethanol, and bio-fuels) or by-products thereof including, without limitation, tank bottoms and produced water; (c) asbestos or asbestos-containing material (regardless of whether in a friable or non-friable condition), or polychlorinated biphenyls, mercury, coats of lead-based paints, or Naturally Occurring Radioactive Material (NORM); and (d) substance that, whether by its nature or its use, is subject to regulation under any applicable Environmental Law or for which a Governmental Authority requires Remediation Activities with respect to the Property.
“Release” shall have the meaning specified in CERCLA; provided, however, that, to the extent the Environmental Laws establish a meaning for “Release” that is broader than that specified in CERCLA, such broader meaning shall apply.
“Remediation Activities” means any investigation, study, assessment, testing, monitoring, containment, removal, disposal, closure, corrective action, remediation (regardless of whether active or passive), natural attenuation, bioremediation, response, cleanup or abatement, whether On-Site or Off-Site, of an Environmental Condition to standards required by applicable Environmental Laws or as required by a Governmental Authority, including, without limitation, maintaining any engineering controls to contain or stabilize Regulated Substances (including, without limitation, caps, covers, dikes, trenches, leachate collection systems, signs, fences and access controls).
“Retained Environmental Liabilities” has the meaning specified in Section 7.2.
“Seller” has the meaning specified in the Preamble.
“Seller Indemnified Parties” has the meaning specified in Section 7.4.
“Seller’s Knowledge” means the actual knowledge of Mark Romaine, without investigation.
“Stormwater Management System” has the meaning specified in Section 7.6(i).
“Survey” has the meaning specified in Section 11.2.
“Taxes” means any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental, windfall profit, vehicle, airplane, boat, vessel or other title, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative, add-on minimum and other tax, fee, assessment, levy, tariff, charge or duty of any kind whatsoever and any interest, penalty, addition or additional amount thereon imposed, assessed or collected by or under the authority of any Governmental Authority or payable under any tax-sharing agreement or any other contract.
“Third Party” means any individual, legal business entity or Governmental Authority, other than: (i) a Party; (ii) a Party’s Affiliates; (iii) a Party’s Authorized Representatives; (iv) employees, officers, directors, agents and representatives and all successors of a Party and its Affiliates; and (v) a Party’s permitted assigns.
“Third Party Environmental Claim” means a Proceeding by any Third Party alleging Damages relating to or arising out of (a) exposure to a Regulated Substance on the Property, or (b) Off-Site migration from the Property of a Regulated Substance (including, without limitation, in each case, Damages for Proceedings arising under applicable Environmental Laws in connection with an Environmental Condition and Damages for Remediation Activities undertaken by a Third Party at its property). Notwithstanding anything to the contrary in this Agreement, to the extent that Remediation Activities are required by any Governmental Authority, or as a result of a Third Party Environmental Claim, such Remediation Activities shall be governed by the provisions under this Agreement dealing with Remediation Activities.
“Title Commitment” has the meaning specified in Section 11.1.
“Title Company” means Stewart Title Guaranty Company.
“Title Objection Notice” has the meaning specified in Section 11.3.
“Title Objection Period” has the meaning specified in Section 11.3.
“Title Policy” means an ALTA 2006 extended owner’s title insurance policy for the Property issued to Buyer with coverage in the amount of the Purchase Price.
“Title V Regulations” means Title V of the Massachusetts Environmental Code, 310 CMR 15.000 et. seq.
“Uncured Material Breach” means a material breach of a Party of its obligations under this Agreement that is not cured by such Party in accordance with the provisions of Section 14.2.
“Use Restrictions” has the meaning specified in Section 7.6(b).
Exhibit Q (the “Escrow Agreement”), Buyer shall deposit with the Title Company ten percent (10%) of the Purchase Price (the “Deposit”), which equates to Fifteen Million and No/100 Dollars ($15,000,000.00). The Deposit shall be held by the Title Company in accordance with the Escrow Agreement in an interest-bearing account to be disbursed to Seller at Closing or otherwise to be applied as provided in this Agreement, with the Deposit and interest thereon to be credited against the Purchase Price at Closing. The Parties shall execute and deliver the Escrow Agreement to each other simultaneously with their execution of this Agreement. The costs of the Title Company, acting as the escrow agent, will be shared equally by both Parties.
REPRESENTATIONS AND WARRANTIES
and delivered, a valid and binding obligation of Seller enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity.
hereto, and the taking by Buyer of the actions contemplated hereby and thereby, have been duly authorized by all necessary actions on the part of Buyer. This Agreement is, and each agreement and instrument to be executed and delivered by Buyer pursuant hereto will be, when so executed and delivered, a valid and binding obligation of Buyer enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally and general principles of equity.
INSPECTIONS; DISCLAIMER OF WARRANTIES; “AS-IS, WHERE IS” CONVEYANCE
provisions of Section 6.1 and Section 6.2 hereof. Upon the Closing, Buyer assumes all responsibilities to comply with the Title V Regulations. Buyer indemnifies and holds the Seller Indemnified Parties harmless from and against any and all Losses arising or resulting from Buyer’s failure to comply with Buyer’s obligations under this Section 6.3.
In addition, Buyer agrees that it will not at any time construct or install (i) any water wells for drinking or food processing; (ii) underground storage space; (iii) underground utility space; (iv) additional underground utility conduits (vapor tight utility conduits are permitted); or (v) basements or any underground living, working or parking space (collectively, including the provisions of the immediately preceding paragraph, the “Use Restrictions”). Any water wells found on the Real Property by Buyer will be plugged in accordance with state or local regulations. Buyer also agrees to implement and maintain any institutional controls on the Real Property that either are or may be required by any Governmental Authorities following Closing.
Buyer covenants and agrees with Seller that if, at the Effective Date, the applicable “as of right” zoning use of the Property does not include any residential use, Buyer and its successors and assigns, subsequent owners, users, and occupiers of the Real Property, including, without limitation, all successors, lessees, assignees, and licensees, will not at any time thereafter seek to or cause any application to be made to the relevant local Governmental Authorities to amend the zoning of the Real Property to a use which includes any residential use whether on an “as of right” basis or on any other basis whatsoever, nor seek to take advantage of any non-conforming use rights or exceptions to use, including, without limitation, special or conditional use permits or use variances (collectively, the “Covenant Against Residential Use”).
If Buyer (or any Affiliate of Buyer) itself breaches, or is alleged to have breached, the provisions of the Use Restrictions or the Covenant Against Residential Use, then Seller shall have the right to enforce every remedy, either public or private, available at law or in equity, including, without limitation, injunctive relief, against Buyer. If any of Buyer’s successors or assigns (other than any Affiliate of Buyer), or any subsequent licensee, lessee, assignee, successor, owner, user or occupier of the Real Property, or any portion thereof (other than any Affiliate of Buyer) breaches, or is alleged to have breached the provisions regarding Use Restrictions or the Covenant Against Residential Use, then Buyer shall use commercially reasonable efforts to cooperate with Seller, upon Seller’s written request and at Seller’s sole cost and expense, should Seller elect to
enforce any of its rights pursuant to the preceding sentence against any entity or person other than Buyer or any Affiliate of Buyer. All remedies provided herein, including, without limitation, those at law or in equity, shall be cumulative and not exclusive. Each and every licensee, lessee, assignee, successor, owner, user, and occupier of the Real Property, or any portion thereof, shall take the Property subject to the terms of this Agreement and the Use Restrictions and the Covenant Against Residential Use.
from a tank inspector certified pursuant to API Standard 653 in connection therewith. After the removal of all Regulated Substances from the piping, conveyances and appurtenances on the Property as described above, Seller shall cause all such lines to be fully drained, flushed and air gapped as required by any Governmental Authorities and in accordance with all Environmental Laws and industry standards. Notwithstanding anything contained herein to the contrary, Buyer shall have the right to have a representative present during all of Seller’s activities undertaken pursuant to this Section 7.7.
CONDITIONS PRECEDENT TO CLOSING
INDEMNIFICATION AND INSURANCE
Buyer’s indemnity obligations under this Section 9.2(b) will be set forth in the Deed, will be a covenant running with the land, and will bind the successors, heirs and assigns of Buyer.
all actions necessary or appropriate to resolve, defend, and/or settle such matters, and shall be entitled to contest, on its own behalf and on the Indemnitee’s behalf, the existence or amount of any obligation, cost, expense, debt or liability giving rise to such claim. Nothing in this Section 9.3(b) should be construed as prohibiting the Indemnitee from participating in the defense (which may include hiring its own counsel) in any matter subject to indemnification, as long as the Indemnitee does so at its own expense. The Indemnitor shall keep the Indemnitee fully and timely informed as to actions taken on such matters. The Indemnitee shall cooperate fully with the Indemnitor and its counsel and shall provide them reasonable access to the Indemnitee’s employees, consultants, agents, attorneys, accountants, and files to the extent necessary or appropriate to defend or resolve the matter, the Indemnitor reimbursing the Indemnitee with respect to the cost of any such access. With respect to any matter for which a Party has an indemnification and/or defense obligation under this Agreement, the Parties shall maintain a joint defense privilege, where applicable, in connection with such matters for the Party’s post-Closing communications and those of their respective Affiliates and Authorized Representatives, which post-Closing communications concern the matters subject to such indemnification and/or defense obligation.
TITLE COMMITMENT; SURVEY; RISK OF LOSS
setting forth the status of title to the Real Property on or before the thirtieth (30th) day following the Effective Date (the “Title Commitment”).
COSTS AND EXPENSES
CASUALTY AND CONDEMNATION
GENERAL; ADDITIONAL COVENANTS
Either Party may change its address by providing written notice to the other at least ten (10) days prior to the effective date of such change. Notices given in accordance with this Section 14.5 shall be deemed to have been given: (a) at the time of delivery when delivered personally; (b) one (1) Business Day after the date when sent by nationally-recognized overnight courier as provided herein; (c) three (3) Business Days after the date when sent by certified mail as provided herein or (d) upon completion of successful transmission when sent by email (unless transmission is completed after 5 p.m. on a Business Day, in which case such notice shall be deemed given at the start of the next Business Day).
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IN WITNESS WHEREOF, the Parties have executed this Purchase and Sale Agreement under seal as of the date first above written.
GLOBAL COMPANIES LLC
REVERE MA OWNER LLC,