CONTRACT OF SALE







                                   SYMS CORP,

                                     Seller





                                    - with -







                               SEITZ GROUP, INC.,

                                    Purchaser

















               PREMISES: (i)   4500 W. Mockingbird Lane, Dallas, TX and



                         (ii)  4770 Mockingbird Lane, Dallas, Texas

















                                GOLDFARB & FLEECE

                                 345 PARK AVENUE

                            NEW YORK, NEW YORK 10154







                                TABLE OF CONTENTS





ARTICLE 1.   Sale of Premises and Acceptable Title.............................1

ARTICLE 2.   Purchase Price....................................................3

ARTICLE 3.   The Closing; Due Diligence Period.................................4

ARTICLE 4.   Representations and Warranties of Seller..........................7

ARTICLE 5.   Representations and Warranties of Purchaser......................10

ARTICLE 6.   Covenants of Seller..............................................11

ARTICLE 7.   Fire or Casualty; Condemnation; Violations.......................12

ARTICLE 8.   Conditions Precedent.............................................13

ARTICLE 9.   Seller's Closing Obligations.....................................13

ARTICLE 10.  Purchaser's Closing Obligations..................................14

ARTICLE 11.  Apportionments and Other Payments................................15

ARTICLE 12.  Termination and Remedies.........................................16

ARTICLE 13.  Broker...........................................................17

ARTICLE 14.  Notices..........................................................18

ARTICLE 15.  Miscellaneous....................................................18

ARTICLE 16.  Escrow of Downpayment............................................21

ARTICLE 17.  Limitations on Survival of Representations, Warranties, Covenants

             and Other Obligations............................................23

ARTICLE 18   Release..........................................................26





EXHIBITS



          1    Description of Land

          2    Permitted Exceptions

          3    Form of Bill of Sale







     CONTRACT dated February 3, 2005, between SYMS CORP, a New Jersey

corporation having an office at One Syms Way, Secaucus, New Jersey 07094

("Seller" and SEITZ GROUP, INC., a Texas corporation, having an office at Suite

110, 2805 Dallas Parkway, Plano, Texas 75093, ("Purchaser").



     Seller and Purchaser hereby covenant and agree as follows:



                ARTICLE 1. Sale of Premises and Acceptable Title



     Section 1.01. Seller shall sell to Purchaser and Purchaser shall purchase

from Seller, at the price and upon the terms and conditions set forth in this

contract: (a) the land more particularly described on Exhibit 1 attached to and

made a part of this contract (the "Land"); (b) all buildings and improvements

situated on the Land (collectively, "Buildings"); (c) all right, title and

interest of Seller, if any, in and to the land lying in the bed of any street or

highway in front of or adjoining the Land to the center line thereof; (d) the

appurtenances and all the estate and rights of Seller in and to the Land and

Building; and (e) all right, title and interest of Seller, if any, in and to the

fixtures, machinery, equipment and other personal property attached or

appurtenant to or used in connection with the Land and/or Building including but

not limited to the plumbing, heating, ventilating, lighting and air conditioning

systems (the "Personal Property"). The Land, Building and other interests being

sold and purchased as provided in this Section 1.01 are referred to,

collectively, as the "Premises".



     Section 1.02. (a) Seller shall convey and Purchaser shall accept fee simple

title to the Premises in accordance with the terms of this contract, subject to

the matters ("Permitted Exceptions") set forth in Exhibit 2 attached to and made

a part of this contract.



     (b) Purchaser's title to the Premises shall be insured by the issuance by

American Title Company, 6029 Beltline Road, Suite 250, Dallas, Texas 75240,

Attention: Carole Badgett ("Title Company") of a standard form owner's policy of

title insurance (the "Title Policy") at the Closing in favor of Purchaser

insuring that title to the Premises is vested in Purchaser, subject only to (i)

the Permitted Exceptions (hereinafter defined); and (ii) such other exceptions

as Purchaser may approve.



                                       1



     (c) The date of execution and unconditional delivery of this contract by

Seller and Purchaser is referred to herein as the "Effective Date". Within

thirty (30) days of the Effective Date, Purchaser shall obtain and provide

Seller copies of (i) a commitment by the Title Company to issue the Title Policy

(the "Title Commitment"), together with copies of all items referenced therein

and (ii) a survey of the Premises (the "Survey"). Purchaser shall give written

notice to Seller of any title encumbrances noted in the Title Commitment or

matters contained on the Survey that are not Permitted Exceptions to which

Purchaser objects prior to the expiration of the Due Diligence Period (as such

term is hereinafter defined). Except as provided in Section 1.02(d), Seller may,

but shall not be obligated to cure the matter or matters set forth therein.

Within thirty (30) days after receipt of such notice, Seller shall notify

Purchaser of any such matters that Seller will not cure. If Seller fails or

elects not to cure any matter set forth in such notice within said thirty (30)

day period or by such later date to which Purchaser shall be willing to extend

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC