Exhibit 2.1
AGREEMENT FOR PURCHASE AND SALE
THIS AGREEMENT FOR PURCHASE AND SALE (the or this "Agreement") made as
of this 10th day of January, 2003, by and between NATIONAL RESIDENTIAL
PROPERTIES, NEVADA CORP. (the "Seller") and SALOMON YUKEN, and/or assigns (the
"Purchaser").
RECITALS
A. Seller is the sole owner of the fee simple estate of certain real
property located at 0000 XX 0xx Xxxxxx, Xxxxx, Xxxxxxx, located in Miami-Dade
County, Florida which real property is legally described in Exhibit "A" attached
hereto and made a part hereof (the "Real Property"); and
B. Purchaser desires to purchase and Seller desires to sell, as defined
below, the following:
1. The Real Property and all improvements thereon;
2. All Seller's rights, title and interest in and to all
appurtenances belonging to the Real Property and in and to any streets, alleys
or other public ways, public areas, easements, and common or open areas in, upon
or adjacent to the Real Property;
3. All intangible property ("Intangible Property") now or
hereafter owned or held by Seller in connection with the Real Property
including:
(a) All insurance contracts, if any, if
assignable, if Purchaser chooses to accept
an assignment of such policies and if
approved by insurers;
(b) All licenses, permits and development rights
relating to the Real Property, to the extent
assignable;
(c) All maps, drawings, plans, specifications
and surveys relating to any existing or
proposed construction or development on the
Real Property;
(d) All guarantees, warranties and service
contracts, if assignable and if Purchaser
chooses to assume same;
(e) All leases conveying any possessory interest
in or to all or any portion of the Real
Property (the "Leases"); and
(f) All service, maintenance, and utility
contracts or agreements covering any portion
of the Property (the "Contracts").
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4. All personal property (the "Personal Property"), if any,
owned by Seller and located on the Real Property.
All of the above-described property being hereinafter sometimes
collectively referred to as the "Property"; and
C. Intentionally deleted;
D. Seller is willing to sell and Purchaser is willing to buy, the
Property on the terms and conditions hereinafter set forth; and
NOW, THEREFORE, in consideration of the premises and the benefits to be
derived from the mutual observance of the covenants contained herein, as well as
$10.00 and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties, for themselves and their respective
heirs, successors and assigns, agree as follows:
AGREEMENT
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ARTICLE 1
AGREEMENT TO PURCHASE PROPERTY
1.1 PRICE. Seller agrees to sell and convey and Purchaser agrees to
purchase the Property for a purchase price of One Million Seven Hundred Thousand
dollars $1,700,000.00 (the "Purchase Price"), payable as provided below.
1.2 DEPOSIT. Purchaser has herewith deposited with Metro-Dade Title
Co., as escrow agent (the "Escrow Agent"), the sum of $10,000.00. Upon the
expiration of the inspection period as set forth herein, Purchaser shall deposit
with Escrow Agent an additional sum of $90,000.00. All sums deposited hereunder,
together with any interest thereon, if any, less any distributions by the Escrow
Agent required or permitted under the terms of this Agreement shall be referred
to as the "Deposit".
1.3 CASH TO CLOSE. The Purchaser shall pay to the Seller at Closing the
sum equal to the Purchase Price less the Deposit, plus or minus any prorations
in the form of a bank wire transfer or a locally drawn cashier's check made
payable to the order of the Seller.
ARTICLE 2
CLOSING
2.1 CLOSING. Provided that all conditions precedent to closing have
been satisfied, the Closing of this transaction shall take place on or before 90
days after the expiration of the Inspection Period, as defined in Section 5.1
below at 2:00 P.M. (the "Closing Date"), at Metro-Dade Title Co., 0000 Xxxxx Xx
Xxxx Xxxx., Xxxxxxxxx 0, Xxxxx Xxxxxx, Xxxxxxx 00000, or at such other place as
the parties hereto may mutually agree upon, at which time all monies due to be
paid hereunder shall be paid, and all instruments due to be made, executed or
delivered shall be made, executed and delivered by the respective parties, each
to the other, as provided herein.
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However, in the event that there remains any condition referred to in
Article 7, which condition has not been satisfied or otherwise waived by
Purchaser pursuant as set forth herein by the Closing Date, Purchaser shall have
the option of: (i) closing this transaction in which event the Closing Date
shall be extended fifteen (15) days; (ii) canceling this Agreement in which
event the Deposit and all accrued interest shall be returned to Purchaser and
all parties shall be relieved of their liability under this Agreement; or (iii)
in its sole discretion, in the event the condition or conditions which are
unsatisfied are obligations or covenants which Seller is obligated to perform
under the Agreement and/or the conditions contained in Section 7.2, granting
further extensions of time in which Seller may satisfy such condition. In the
event such conditions are those referred to in Section 7.2, such time
extensions, which Purchaser may grant are subject to the time limitations
contained in Section 6.7 hereof, but not exceeding 45 days. In such event, the
Closing Date shall be fifteen (15) days from the date all of such conditions
have been satisfied. If Seller fails to satisfy said conditions within the time
period extensions granted by the Purchaser, then, subject to the provisions of
Section 10.4, Purchaser shall either (a) close the transaction in which event
the Closing Date shall be fifteen (15) days from the date of expiration of the
time period extensions granted by Purchaser to Seller to satisfy the conditions
or (b) Purchaser may cancel this transaction in which event the Deposit and all
accrued interest shall be returned to Purchaser and all parties shall be
relieved of their liability under this Agreement. The transaction will close in
escrow (for a period of fifteen (15) working days) to allow the Purchaser to pay
the impact fees and the building permit fees and to obtain the appropriate
building permit, after which funds will be disbursed.
2.2 PROCEEDS OF SALE. Intentionally deleted.
2.3 DOCUMENTS FOR CLOSING. Seller at its own expense shall furnish to
Purchaser the following documents as Closing Documents in form satisfactory to
Purchaser:
(a) Affidavits to the effect that there are no unreleased
financing statements on file in Dade County and in
the Office of the Florida Secretary of State or
elsewhere which have not lapsed or any other liens,
charges or encumbrances which in any manner affect
the Property.
(b) Affidavit of title to the effect that except as
otherwise set forth herein, no liens exist nor has
action been taken or permitted which might affect the
Real Property pursuant to the mechanic's lien laws of
Florida, or any similar statute or law.
(c) Special Warranty Deed to the Real Property, Bills of
Sale Absolute for Intangible and Personal Property
with warranties by Seller of good title and freedom
from encumbrances.
(d) Subject to the terms of this Agreement, and if
Purchaser agrees to assume all liabilities,
assignments of the reserves if any, insurance
policies, and guarantees on personal property,
appliances and mechanical systems.
(e) Seller's insurance policies, to the extent assignable
and to the extent Purchaser is assuming same.
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(f) Seller shall furnish final releases of all mechanics'
and materialmen's liens, if applicable.
(g) Any and all other documents (including any affidavits
or statements required to waive any withholding
obligation imposed pursuant to section 1445 of the
Internal Revenue Code of 1986, as amended and
assignments of licenses, warranties and guaranties),
which may be reasonably required to fully consummate
this transaction, except as otherwise specifically
provided.
(h) Estoppel letters, if any, from all tenants under
Leases covering any portion of the Real Property.
(i) Intentionally deleted.
(j) Assignment of the Leases and Contracts in form and
content acceptable to the Purchaser.
(k) Seller shall provide Purchaser, at Seller's sole cost
and expense, a letter from the City of Miami Building
Department confirming that, upon payment of the
appropriate impact fees and building permit fees,
which shall be the sole responsibility of the
Purchaser, the building permit for the construction
of seventy (70) residential units will be issued.
2.4 PRORATIONS AND ADJUSTMENTS. The following items of income and
expense shall be prorated with maximum discount available on the closing
statement and the appropriate adjustments made regarding the closing proceeds as
of the Closing Date: (i) insurance premiums and payments to the extent prepaid
and to the extent such policies are assumed by Purchaser, (ii) real estate taxes
and personal property taxes, which shall be tentatively prorated on the basis of
the last ascertainable tax xxxx (upon issuance of the actual tax bills the
parties shall re-prorate the taxes on the basis of the actual xxxx and shall
make the necessary cash adjustment upon notice of re-proration and the parties
will so agree on the closing statements), (iii) rents and security deposits, and
(iv) all other customary items. The parties shall appropriately account for
utilities, waste and other obligations and charges as of the close of business
on the Closing Date.
2.5 PREPARATION OF DOCUMENTS FOR CLOSING. Seller's attorney shall
prepare the deed, bills of sale, the Note and Mortgage, if any, assignments,
affidavit regarding liens, any corrective instruments that may be required in
connection with perfecting the title, and any closing document required to be
prepared pursuant to the provisions of section 2.3. Purchaser's attorney will
prepare the closing statement and any other documentation required for the
Purchaser.
2.6 EXPENSES. The Seller shall pay the expenses for abstracting, as
well as for the surtax and state documentary stamps which may be required to be
affixed to the deed. The Purchaser shall pay for the documentary stamp tax on
the Note and the intangible tax on the Mortgage as well as all expenses
associated with the financing, if any. The Purchaser shall pay for the costs of
recording the deed and the Mortgage, if any, in the Public Records of Miami-Dade
County, Florida. Seller shall pay the cost of recording any corrective
instruments. Purchaser shall pay for Owners and Mortgagee title insurance
policy.
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2.7 CONVEYANCE. Seller shall convey good, marketable and insurable
title (as represented in Section 3.1) in fee simple to the Real Property and any
improvements constructed thereon to Purchaser by Special Warranty Deed, subject
only to the Permitted Exceptions. Seller shall convey good and marketable title
to the rest of the Property by Xxxx of Sale Absolute or assignments, containing
the usual and customary representations and warranties, as appropriate.
ARTICLE 3
WARRANTIES, REPRESENTATIONS AND AGREEMENTS OF SELLER
Seller makes the following representations and warranties to Purchaser
which shall also be true at time of Closing, said representations and warranties
to survive the Closing:
3.1 TITLE. Subject to Seller's receipt of title to the Property Seller
shall convey good, marketable and insurable title in fee simple to the Real
Property, free of all liens, easements, encumbrances, agreements, instruments or
documents of any nature, reversions, restrictions, claims of third parties and
reservations of whatsoever type and nature, which in Purchaser's judgment in any
way prohibit, restrict, impede or adversely affect the renovation, operation
and/or use of the Project or construction of improvements on the Real Property
desired by the Purchaser or which renders title to the Property unmarketable or
uninsurable excepting only zoning ordinances of the applicable governmental
authorities and real estate taxes for the current and subsequent years (the
"Permitted Exceptions"). Seller also has good and marketable title to the
Leases, Personal Property and Intangible Property free and dear of all liens,
encumbrances and rights of third parties. For purposes of this Agreement, an
encroachment, easement, right of way, or other encumbrance or any matter which
in Purchaser's judgment prohibits, restricts or adversely affects the
renovation, operation or use of the Project or construction of the improvements
on the Real Property desired by the Purchaser or which renders title to the
Property unmarketable or uninsurable which is reflected on the Survey of the
Real Property to be obtained Purchaser under Section 6.5 hereof shall be deemed
to be a defect in title. Purchaser must provide within thirty (30) days from the
effective date written notification to the Seller detailing any objections to
title which the title commitment obtained by the Purchaser indicates. The Seller
shall have thirty (30) days from the date of receipt of the title objection
letter to clear those matters of title raised by the Purchaser.
3.2 VIOLATIONS. Seller has not received any notice of, nor does it have
any knowledge of or information as to, any violation of any law, ordinance, code
or regulation affecting the Property. Seller has not received any notices from
any association, city, village, state or other governmental authority of
building, land use, zoning or health code violations in respect to the Property
that have not been corrected. This warranty shall specifically survive closing.
3.3 AUTHORITY. The individual executing this Agreement has full and
lawful authority to bind and obligate Seller to perform its obligations as
herein provided and upon execution hereof, this Agreement shall be binding upon
the heirs, legal representatives, and successors of the Seller and is
enforceable against Seller under the laws of the State of Florida.
3.4 LITIGATION. To the best of Seller's knowledge there are no actions,
suits, or proceedings pending, or, to the knowledge of Seller, threatened
against or directly affecting the
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Property (including any pending or threatened eminent domain or condemnation
proceedings) at law or in equity before any federal, state, municipal or other
governmental department, commission, board, agency or instrumentality that could
have an adverse effect upon the renovation, use or operation of the Property.
Seller is not subject to any order, writ, injunction, or decree of any court,
any federal agency or any state, municipal or local department, board,
commission, agency or instrumentality exclusively affecting the Property.
3.5 ADVERSE INFORMATION. Intentionally deleted.
3.6 LIENS. No improvements or repairs have been made in or to the
Property or any improvement thereon nor has any work been done thereon which has
not been fully paid for, or which will not be fully paid for as of the Closing,
nor have any materials been furnished or delivered to the Property which have
not been fully paid for, or which will not be fully paid or as of the Closing.
No contract has been made or entered into or anything done, suffered or
permitted in relation to the Property in consequence of which any lien or claim
may be made against the Property under the Mechanic's Lien Act of the State of
Florida. To the best of Seller's knowledge, there are no claims pending or made
which can or may result or mature into liens by statute or rule of law regarding
the Property.
3.7 COMPLIANCE WITH LAWS. To the best of Seller's knowledge Seller has
complied with all applicable laws, ordinances, regulations, rules and
restrictions pertaining to and affecting the Property. Performance of this
Agreement will not result in any breach of or constitute any default under or
result in the imposition of, any lien or encumbrance upon the Property under any
agreement or other instrument to which Seller is a party or to which Seller or
the Property might be bound.
3.8 ASSESSMENTS. To the best of Seller's knowledge Seller has not
received any notice of any contemplated or actual special assessments or
reassessments for general real estate tax purposes or any improvement
assessments affecting the Real Property. To the best of Seller's knowledge, no
portion of the Property is affected by any special assessments or obligations
for roads or improvements. To the best of Seller's knowledge, all off-site
improvements, streets, roadways and utility services and installations
incidental to or connected with the use and improvement of the Property and the
Project and any part thereof have been completed. No federal, state or local
taxing authority has asserted any tax deficiency, lien or assessment against the
Property or the Seller which has not been paid.
3.9 COMMITMENTS TO GOVERNMENTAL AUTHORITY. To the best of Seller's
knowledge no commitments have been made to any governmental authority,
developer, utility company, school board, church or other religious body or any
property owners' association or to any other organization, group or individual
relating to the Property which would impose an obligation upon Purchaser or its
successors and assigns to make any contribution or dedications of money or land
or to construct, install or maintain any improvements of a public or private
nature on or off the Property; and there is no requirement that any developer or
owner of the Property pay directly or indirectly any special fees or
contributions or incur any expenses or obligations in connection with any
development of the Property or any part thereof. The provisions of this section
shall apply to any regular or non-discriminatory local real estate taxes
assessed against the Property.
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3.10 SUBSURFACE CONDITIONS. To the best of Seller's knowledge there are
no environmental, soil or subsurface conditions located on the Property which
would materially impair the Purchaser's intended use of the Property.
3.11 ENVIRONMENTAL AND SAFETY MATTERS.
(a) HAZARDOUS MATERIALS. The term "Hazardous Material(s)"
shall mean any toxic or hazardous substance, material or waste or any pollutant
or contaminant or infectious or radioactive material, including but not limited
to those substances, materials or wastes regulated now or in the future under
any of the statutes or regulations listed in Section 3.11, and any and all of
those substances included within the definitions of "hazardous substances,"
"hazardous materials," "hazardous waste," "hazardous chemical substance or
mixture," "imminently hazardous chemical substance or mixture," "toxic
substances," "hazardous air pollutant," "toxic pollutant," or "solid waste" in
the statutes or regulations referred to in Section 3.11. Hazardous Materials
shall also mean any and all other similar terms defined in other federal, state
and local laws, statutes, regulations, orders or rules, and materials and wastes
which are, or in the future become, regulated under applicable local, state or
federal law for the protection of health or the environment, or which are
classified as hazardous or toxic substances, materials or wastes, pollutants or
contaminants, as defined, listed or regulated by any federal, state or local
law, regulation or order or by common law decision, including, without
limitation, (i) trichloroethylene, tetrachloroethylene, perchloroethylene and
other chlorinated solvents, (ii) any petroleum products or fractlons thereof,
(iii) asbestos, (iv) polychlorinated biphenyls, (v) flammable explosives, (vi)
urea formaldehyde, (vii) radioactive materials and waste and (viii) radon gas.
(b) HAZARDOUS MATERIALS LAWS. The term "Hazardous Materials
Law(s)" shall mean any federal, state or local laws, ordinances, codes,
statutes, regulations, administrative rules, policies and orders, and other
authority, existing now or in the future, which classify, regulate, list or
define hazardous substances, materials, wastes, contaminants, pollutants and/or
the Hazardous Materials, including without limitation the following statutes and
regulations, and any other legal authority, regulations, or policies relating to
or implementing such statutes and regulations: Comprehensive Environmental
Response, Compensation and Liability Act of 1980 ("CERCLA" or "Superfund"), as
amended by the Superfund Amendments and Reauthorization Act of 1986 ("XXXX"), 42
U.S.C. ss. 9601 et. seq.; Resource Conservation and Recovery Act of 1976
("RCRA"), 42 U.S.C. ss. 6901 et. seq. Clean Water Act ("CWA"), 33 U.S.C. ss.
1251 et. seq.; Clean Air Act ("CAA"), 42 U.S.C. ss. 78401 et. seq.; Toxic
Substances Control Act ("TSCA"), 15 U.S.C. ss. 2601 et. seq.; The Refuse Act of
1899, 33 U.S.C. ss. 407; Occupational Safety and Health Act ("OSHA"), 29 U.S.C.
ss. 651 et. seq.; Hazardous Materials Transportation Act, 49 U.S.C. ss. 1801,
et. seq.; United States Department of Transportation Table (49 C.F.R. 172.101
and amendments thereto); and the Environmental Protection Agency Table (40
C.F.R. Part 302 and amendments thereto). All other regulations promulgated
pursuant to said foregoing laws or any amendments or replacement thereof,
provided such amendments or replacements shall in no way limit the original
scope and/or definition of Hazardous Materials defined herein.
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(c) HAZARDOUS MATERIALS VIOLATION. Any of the following
individually or in any combination shall be treated as and considered a
Hazardous Materials Violation: (1) the release, presence or discharge in, on,
under or about the Property or from the transportation or disposal of any
Hazardous Materials to or from the Property by Seller, Seller's agents,
employees, licensees, invitees or any other parties; or (2) Seller's or the
Property's failure to comply with any Hazardous Materials Laws; (3) that the
Property and the ground under it is contaminated with Hazardous Materials or
that it contains any Hazardous Materials; (4) that the Property has been used or
is currently used for the generation, transportation, treatment, storage or
disposal of Hazardous Materials; (5) that the Property contains any conditions
that could result in the recovery by any governmental or private party of
remedial or removal costs, natural resource damages, property damages, damages
for personal injuries or other costs, expenses or damages or that could result
in injunctive relief of any kind arising from any alleged injury or threat of
injury; (6) that any part of the Property has been used in connection with any
Hazardous Materials; (7) that there have been releases of Hazardous Materials
and/or that a threat of such release exists; (8) that there is use, generation,
storage, release or other disposal of Hazardous Materials on the Property by
Seller, its agents, contractors, employees, invitees or by any prior owner of
the Property or any other party; or (9) that there are Hazardous Waste Materials
spills or contaminants affecting the surface or subsurface of the Property or
any property adjoining or abutting the Property resulting from the presence of
any Hazardous Materials on the Property; (10) that there are violations of any
Hazardous Materials Laws.
(d) For a period of twelve (12) months subsequent to closing,
Seller hereby agrees to defend, indemnify and hold Purchaser harmless from any
and all losses, damages, claims, costs, fees, penalties, charges, assessments,
taxes, fines or expenses including reasonable attorneys' fees and legal
assistants' fees, arising out of any claim asserted by any person, entity,
agency, organization or body against Purchaser, as a result of any Hazardous
Materials Violation including, but not limited to any liabilities associated
with cleaning up, moving, disposal of or otherwise eliminating any Hazardous
Materials, oil, toxic substance, hazardous substance, solid waste, waste or
contaminate from the Property regardless of fault. This indemnity includes, but
is not limited to, any losses, damages, claims, costs, fees, penalties, charges,
assessments, taxes, fines or expenses, including reasonable attorneys' fees and
legal assistants' fees incurred by Purchaser resulting from the existence of any
Hazardous Materials Violation.
3.12 BROKERS AND FINDERS. Except as set forth in section 10.19, neither
Seller or Purchaser nor any of Purchaser's or Seller's stockholders nor their
officers, directors, employees or agents has incurred any brokerage or finder's
fee in connection with the transactions contemplated hereby that is or might be
chargeable to either party except as set forth herein.
3.13 CERTIFICATE OF OCCUPANCY. To the best of Seller's knowledge there
is now in full force and effect a duly issued certificate of occupancy
permitting the Project as the same is now used to be so used only in accordance
with said Certificate of Occupancy between the date hereof and the Closing Date
and, to the best of Seller's knowledge, the use and occupancy by the tenants
pursuant to the Leases shall not be in violation of any laws, ordinances or
regulations on the Closing Date.
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3.14 TAX RETURNS. To the best of Seller's knowledge that Seller has
timely filed all federal, state and local income, sales, personal property, or
other applicable tax returns and reports as are and have been required to be
filed and all taxes shown thereon to be due have been paid in full. In this
regard Seller shall provide Purchaser with any required authorization in order
for Purchaser to verify this information with the applicable governmental
departments.
3.15 EMPLOYEES. There are no contracts, oral or written, with any
employees in the operation and for maintenance of the Property; and
3.16 LEASES, CONTRACTS. The Rent Roll and Contract Schedule, if any, to
be delivered by Seller to Purchaser under Section 6.6 below is a true, correct
and complete statement of all leases, licenses, contracts and agreements, oral
or written, now in effect with respect to the Real Property and the Property.
With respect to the Leases and Contracts the Seller hereby covenants as follows:
(i) All of the Leases are in full force and effect in
accordance with the respective terms, without
modifications or amendment, except as specified in
this Agreement, and without any default, event of
default, claim of default on the part of any party
thereof, and the Seller has not received any notice,
written or oral, of termination or intent to
terminate from any tenant thereunder. None of the
tenants under the Leases or Contracts or any other
party has any right of first refusal or similar right
or option to purchase the Real Property, the Property
or the Project.
(ii) Except as set forth in the Rent Roll and the Contract
Schedule, there are no leases, tenancies, contracts,
license agreements, or other occupancies relating to
the Real Property.
(iii) Except as specified in the Rent Roll and the Contract
Schedule, there are no prepaid rentals, rent
concessions or security deposits under any of the
Leases and no tenant has any right or set off or
credit against the rentals payable by such tenant
thereunder.
(iv) No written or oral undertakings, inducements,
representations, warranties, agreements, contracts,
or understandings, have been made, given, or entered
into by the Seller to or with any tenant which are
not reflected in the Leases, and no tenant has any
rights respecting the Property other than as set
forth in the Leases.
(v) Except as specified in this Agreement, the Seller has
completed in all respects and paid for in full all
improvements, alterations, installations, decorations
or repairs required to be performed by the lessor
pursuant to the Leases, and all such work has been
accepted by the tenants thereunder.
(vi) Neither the Leases nor the rents or other amounts
payable thereunder have been assigned, pledged or
encumbered by the Seller.
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(vii) There are no brokerage or leasing commissions or
other finders or agents fees payable or potentially
payable in connection with any leasing of any portion
of the Real Property, or the tenants, leases, or any
amendments or renewals thereof or increases or other
changes in space with respect thereto. In the event
that there should be any such payments, Seller shall
pay all such fees and commissions.
(viii) There are no service, maintenance, utility,
brokerage, finders' fees or other contracts or
agreements, affecting the Real Property, the Property
or the Project oral or written, except the Contracts
as set forth on the Contract Schedule, all such
Contracts are cancelable without cost or expense to
the party canceling such contracts, on not more than
thirty (30) days notice; all obligations of the
Seller and each other party under the Contracts have
been performed; no party to any Contract has asserted
any claim of default or offset against the Seller
with respect thereto and no event has occurred or
failed to occur, the occurrence or net occurrence of
which would in any way affect the validity or
enforceability of any Contract. Prior to Closing
Seller shall provide estoppel letters from all said
Contract parties supporting the representations made
in this paragraph and consenting to any assignment to
Purchaser.
(ix) The Seller shall not suffer or permit any default to
exist or occur under the terms of the Leases or the
Contracts or modify, extend, or otherwise amend any
of the Leases or Contracts. The Seller shall not
terminate or cancel any Lease or Contract or accept
surrender of any Lease or Contract between the date
hereto and the Closing Date, or enter into any new
Lease, tenancy or Contract affecting the Project
without the prior written consent of the Purchaser
which Purchaser may withhold in its sole and absolute
discretion, and in such case any Lease or Contract
with respect to which such consent is granted by
Purchaser shall be in form and substance satisfactory
to the Purchaser.
3.17 INSURANCE. The Seller has not received and has no knowledge of any
notice or request from any insurance company or board of fire underwriters
requesting the performance of any work or alteration with respect to the
Property. The insurance policies are in full force and effect as of the date
hereof and the Seller has paid all premiums due thereunder. There has been no
claim made to date on any of the insurance policies or any policy previously
affecting the Property, except as may be specifically noted in this Contract.
3.18 ACCESS. The Seller shall use its best efforts to give the
Purchaser any authorizations which may be required by the Purchaser in order to
gain access to any records or other information pertaining to the Property or
use thereof maintained by any governmental or quasi governmental authority or
organization.
3.19 ENCUMBRANCES. From and after the date hereof and until the Closing
or earlier termination of this Agreement, the Seller shall not sell, assign,
create any right, title or interest whatever in or to the Property or create or
permit to exist any lien, encumbrance or charge
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thereon without properly discharging same, except for the Permitted Exceptions.
Furthermore, all payments required to be made to contractors, subcontractors,
mechanics, materialmen and all other persons in connection with work done or
services performed with respect to the Real Property or the Project have been
made and there is no basis for the filing of any lien against the Real Property
or the Project.
3.20 NO CONDEMNATION PENDING OR THREATENED. To the best of Seller's
knowledge there are no pending or threatened condemnation or similar proceeding
affecting the Property or any portion thereof, and Seller has no knowledge that
any such action is presently contemplated.
3.21 SUBDIVISION EXACTIONS. To the best of Seller's knowledge there are
no confirmed, or certified assessments, fees, charges, including, without
limitation, hook-up charges, impact fees, or subdivision exactions, which have
not been paid by Seller and which must be paid by Purchaser as a condition for
renovation, operation or usage of the Project.
3.22 SPECIAL KNOWLEDGE. To the best of Seller's knowledge Seller has
not engaged or failed to engage in any activity, and has no knowledge of any
fact, which would cause any permits, licenses or authorizations necessary for
the use, renovation and operation of the Project to not be issued or revoked and
is not aware of any action or proceeding looking to or contemplating any action
which would interfere with, impede or prohibit the use, renovation and operation
of the Project.
3.23 WETLANDS. To the best of Seller's knowledge the Real Property is
not in violation of any laws governing wetlands as defined in 33 C.F.R. Section
328.3 or in any comparable state or local law, ordinances, rule or regulation
and there have been no excavation or fill activities which affect any wetlands.
3.24 INSOLVENCY. To the best of Seller's knowledge there has not been
filed by or against Seller or Seller's predecessor in title to the Real
Property, a petition in bankruptcy or any other insolvency proceeding, or for
the reorganization or appointment of a receiver or trustee, nor has Seller made
an assignment for the benefit of creditors, nor filed a petition for
arrangement, nor entered into an arrangement with creditors, nor admitted in
writing its inability to pay debts as they become due.
3.25 NATURE OF THE REAL PROPERTY. To the best of Seller's knowledge the
Real Property is currently zoned to permit the use, renovation and operation of
the existing structures on the Project. To the best of Seller's knowledge there
are no ordinances or regulations affecting the Project which are not in
conformity with said use. To the best of Seller's knowledge the Project is
properly filled to minimum flood criteria, is not classified as wet lands and
does not contain any protected species.
3.26 ROADS. To the best of Seller's knowledge all roads necessary for
full ingress and egress of the Project for its intended purposes have been
completed and are fully paid for in full.
3.27 AVAILABILITY OF UTILITIES AND ROADS ON PROPERTY. To the best of
Seller's knowledge all utilities necessary for the maintenance, use and
enjoyment of the Project and the renovations contemplated to be constructed by
Purchaser thereon are readily available for tie-in to the Project without the
necessity of any easement of right-of-way agreement and without special cost or
16
assessment therefor to Purchaser. There is access for ingress and egress to and
from the Project to the public roads, streets, highways and avenues, in front of
or adjoining all or any part of the Project. All roads, streets, highways and
avenues, if any, located within the Project are private and have not been
dedicated to any public authority.
3.28 BOUNDARIES. To the best of Seller's knowledge there are no pending
litigation or dispute involving or concerning the location of the boundaries of
the Real Property.
All representations and warranties of Seller shall specifically survive
and shall not merge into the closing of this transaction and shall continue to
be binding on the Seller until performed.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser makes the following representations and warranties to Seller
which shall also be true at the time of Closing, said representations and
warranties to survive Closing:
4.1 ORGANIZATION AND AUTHORITY. This Agreement has been duly and
validly executed and delivered by the Purchaser and constitutes a valid and
binding agreement of Purchaser enforceable against Purchaser in accordance with
its terms, except as such may be limited by bankruptcy, insolvency, moratorium
and other laws limiting the rights of creditors generally. No other action on
the part of Purchaser is or shall be necessary to authorize the execution of
this Agreement or the consummation of the transactions contemplated hereby.
Neither the execution and delivery of this Agreement by Purchaser nor the
performance of its obligations hereunder or the consummation of the transactions
contemplated hereby will (i) conflict with or violate any of the terms,
conditions or provisions of, or constitute an event of default (or an event
which with the passage of time or the giving of notice or both would constitute
an event of default), or result in the creation of any lien, charge or
encumbrance upon the Real Property, under any contract, instrument, agreement,
indenture, license, law, order, regulation or judgment to which Purchaser is a
party or to which Purchaser or the Real Property may be bound, or (ii) violate
in any material respect any order, writ, injunction, decree, statute, rules or
regulation applicable to the Purchaser.
4.2 BROKERS AND FINDERS. Except as set forth in section 10.19,
Purchaser has not incurred any brokerage or finders' fee in connection with the
transactions contemplated hereby that is or would be chargeable to or for the
account of Seller.
ARTICLE 5
RIGHT OF INSPECTION AND ENTRY
5.1 INSPECTION PERIOD. The Inspection Period described herein shall
begin the day (the "Effective Date") after all plans previously submitted to the
City of Miami and attached hereto and made part hereof are fully approved
without change by all municipal entities and subject to Purchaser's sole review
and approval. Purchaser shall have a period starting on the Effective Date, and
ending February 15, 2003, at 5:00 P.M. (E.S.T.) in which to conduct any and all
studies, tests, evaluations and investigations it may desire of the Property,
the title thereto and Purchaser's Intended Use of the Property thereof,
including but not limited to (i) determination of
17
the condition of the Property; (ii) determination of the suitability of the
Property for Purchaser's Intended Use; (iii) determination of the duration of
the Tenant Leases; (iv) determination of the zoning and other governmental laws
and regulations applicable to the Property and (iv) determination of the
environmental condition of the Property (collectively, the items referred to in
this paragraph are the "Conditions to Closing").
5.2 During the Inspection Period Seller agrees to reasonably cooperate
with Purchaser in order to facilitate Purchaser's due diligence with respect to
the Property. Seller shall, to the extent such items are in Seller's possession,
furnish Purchaser upon request with copies of its most recent title insurance
policy, commitment or report, its most recent topographical and/or ALTA surveys
of the Property.
5.3 If Purchaser determines, in its sole and absolute discretion, that
the Property is not acceptable for any reason or for no reason whatsoever, then
Purchaser shall have the absolute and unqualified right to cancel this Agreement
by giving written notice to Seller (with a copy sent to Escrow Agent), on or
before the expiration of the Inspection Period. Within five (5) days after the
date of Purchaser's notice of termination, and except as provided in Section 5.4
hereof, Escrow Agent shall return the Deposit to Purchaser, whereupon this
Agreement shall be of no further force and effect at law or inequity. In the
event that Purchaser terminates the Agreement as set forth herein, Purchaser
shall provide Seller with a copy of all inspection reports obtained by Purchaser
and in Purchaser's possession. If Purchaser fails to terminate this Agreement as
aforesaid on or before the expiration of the Inspection Period, then this
Agreement shall continue in full force and effect, and the additional $90,000.00
(ninety thousand dollars) deposit shall become due and payable.
ARTICLE 6
COVENANTS
Seller makes the following covenants with Purchaser:
6.1 COMPLIANCE WITH LAWS. From the date of this Agreement to the
Closing Date, Seller shall notify Purchaser of and promptly comply with, all
notices of violation of federal, state, city or municipal laws, ordinances,
regulations, orders or requirements of departments of housing, building, fire,
labor, health or other governmental authorities having jurisdiction against or
affecting the Property or the use or operation thereof.
6.2 INSURANCE. Prior to Closing, Seller shall maintain in effect all
applicable insurance policies affecting the Property.
6.3 NO SALE OR ENCUMBRANCE. Seller shall not sell, transfer, pledge,
encumber or otherwise dispose of the Property or take any action which might
prevent the delivery of good and marketable title to the Property to Purchaser
at the Closing free and clear of all claims, liens, charges, encumbrances and
rights to third parties, or the consummation of the transactions contemplated by
this Agreement.
6.4 EVIDENCE OF TITLE. The Seller shall deliver to Purchaser within
five (5) days of the date of this Agreement at Seller's expense either (i) a
complete and correct abstract to the title
18
prepared by a reputable abstracting firm purporting to be an accurate synopsis
of all instruments affecting title to the Real Property recorded in the Public
Records of Dade County through a date not earlier than the date of this
Agreement, or (ii) the prior owner's title insurance policy issued to Seller
which is qualified for use as a title base for reissuance of coverage on the
Real Property and which is otherwise acceptable to Purchaser and to Purchaser's
title insurance company for use as a title base (the "Prior Policy", "Title
Evidence", or "Abstract").
6.5 SURVEY. Purchaser shall, at Purchaser's cost and expense, obtain a
survey certified to Purchaser and such other parties as Purchaser shall
designate and dated after the Effective Date to show the following and such
other matters as Purchaser shall deem appropriate (the "Survey"):
(a) Dimensions of all property lines, angles of all
corners, elevations at all corners, elevations at
crown of road and tops of curves;
(b) Dimensions and locations of all improvements located
on the Real Property;
(c) All sanitary and storm sewer lines, water lines, gas
lines, electrical lines, and other utility lines
providing service to the Real Property, including
pipe sizes, pitch, direction of flow, inverts and
other elevations at manholes, bottom of sewer pipes,
fire plugs, and any easements therefor across land
adjacent to or contiguous to the Real Property;
(d) Any and all easements, rights-of-way, encumbrances
and other matters affecting the Real Property;
(e) No encroachments from or upon the Real Property;
(f) All deed restrictions and building lines affecting
the Real Property;
(g) The location of all utility lines servicing the Real
Property and the point at which they connect with
public facilities;
(h) A precise legal description of the Real Property and
a statement as to the number of square feet and the
number of acres contained therein;
(i) Monuments established on permanent locations; and
(j) The location of any roads, streams or water courses
on or contiguous to the Real Property which are
either of record or discernible from a visual
inspection of the Real Property.
6.6 LEASES AND OTHER AGREEMENTS. Seller shall deliver to Purchaser
within seven (7) days of the date of this Agreement a "rent roll" for the
Property which shall identify, with respect to each Lease by unit or individual
month to month lease agreement, the portion of the Real Property leased, the
lessee, the monthly rental amount, prepaid rent, lease expiration date, no
options to renew such leasehold, the security deposit and other deposits, if
any, rent escalation
19
provisions, amount of common area maintenance, and the most recent payment
received and aggregate account receivable due under such Lease, and the Seller
shall furnish the Purchaser full and complete copies of all Leases and
amendments thereto for each such lessee of the Real Property (the foregoing
shall be collectively referred to as the "Rent Roll").
6.7 CURING OF TITLE. Purchaser shall have not less than thirty days
(the "Title Review Period") from the date of the delivery of the Evidence of
Title to the Purchaser to review title to the Property. In the event that title
is found to be other than good and marketable, free from liens, reverters,
restrictions and other encumbrances and clouds (including any encroachments on
or from the Real Property) or is otherwise subject to any matter not permitted
or inconsistent with Section 3.1 hereof or other provision of this Agreement,
except as may be expressly described herein, then Purchaser, within the Title
Review Period, must provide written notification to Seller of the alleged defect
in title and Seller shall remove any such defects or objections to title within
30 days after being notified of the existence and details thereof (the "Cure
Period"), and in the event of Seller's failure to do so, then Purchaser shall
have the right and option to terminate its obligations under this Agreement, in
which event the Deposit shall be returned to Purchaser; or, in the alternative,
Purchaser may in its sole discretion extend the time within which the Seller has
to remove such defects or objections to title for a period not to exceed an
additional 30 days; or, in the alternative, the Purchaser shall have the right,
option and election to accept title in its then existing condition.
6.8 MAINTENANCE. Seller shall maintain the physical condition of the
Property, including the grounds and all other elements of the Real Property, in
the same condition in which it exists through the date of the Closing, ordinary
wear and tear excepted. Seller shall make all ordinary and necessary repairs on
the Property from the date hereof until Closing as it would in the normal course
of operating the Property.
6.9 LEASES. Seller shall not, prior to or on the Closing Date, lease or
sublease any space of the Real Property that is now or may become vacant, nor
will it modify in any manner any existing Leases, without the prior written
approval of Purchaser which approval may be unreasonably withheld in Purchaser's
sole discretion.
6.10 CONTRACTS. Seller shall not prior to or on the Closing Date enter
into any new Contract or modify any existing Contract without the prior written
approval of Purchaser which may be unreasonably withheld in Purchaser's sole
discretion.
ARTICLE 7
CONDITIONS TO THE OBLIGATIONS OF PURCHASER
The obligations of Purchaser to purchase the Real Property shall be
subject to fulfillment at or prior to the Closing Date of the following
conditions:
7.1 REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations and
warranties of Seller made in this Agreement shall be true, correct and complete
in all respects on and as of the Closing Date as if made on the Closing Date.
Seller shall have complied in all respects with all of the agreements and
covenants applicable to Seller under the terms of this Agreement.
20
There shall not be pending or threatened any suit, action, injunction,
investigation, inquiry or proceeding against Seller concerning the Real Property
before any court or other governmental body, which has resulted in or may result
in an order, stay, or judgment restraining or prohibiting the transactions
contemplated by this Agreement, preventing the operation, usage or renovation of
the Project in whole or in part, or subjecting the Real Property, the Project or
the Purchaser to a liability.
7.2 COMPLIANCE WITH TERMS OF COMMITMENT. Upon receipt of the Evidence
of Title, Purchaser shall order from a title insurer of its choice an American
Land Title Associate Owners' Form commitment to insure marketability of the
title to the Real Property (the "Commitment"). Seller shall have fulfilled all
conditions to the issuance of the title insurance policy provided for in the
Commitment.
7.3 ZONING. Intentionally deleted.
7.4 CONCURRENCY. Intentionally deleted.
7.5 NO MORATORIUM. There shall not exist at the time of Closing any
current or eminently threatened moratorium or similar condition which would
materially delay, hinder, or prohibit the construction of the Purchaser's
intended renovations of the Project.
7.6 ESTOPPEL LETTERS. Purchaser has received the estoppel letters from
the tenants under the Leases.
ARTICLE 8
TERMINATION, AMENDMENT AND WAIVER
8.1 TERMINATION BY MUTUAL CONSENT. This Agreement may be terminated at
any time prior to the Closing Date by the mutual written consent of Seller and
Purchaser.
8.2 TERMINATION BY PURCHASER. Purchaser may terminate this Agreement by
giving written notice to Seller at any time prior to the Closing Date if (i) a
condition to the performance of Purchaser hereunder shall not be fulfilled on or
before the date specified for the fulfillment thereof, (ii) a default under or a
breach of this Agreement shall be made by Seller and not cured within 10
business days after receipt of notice thereof by Seller from Purchaser, (iii)
any representation or warranty made herein by Seller shall not be true, correct
or complete in any respect or (iv) if for any reason Purchaser, in its sole
discretion, is not satisfied with the condition of the Property provided that
Purchaser gives written notice of its decision to terminate this Agreement on or
prior to the expiration of the Inspection Period.
8.3 EFFECT OF TERMINATION. In the event of the termination of this
Agreement pursuant to the provisions of this Article 8, this Agreement shall
terminate, without any liability on the part of the party entitled to terminate
the Agreement or its directors, officers, stockholders, employees or agents. The
Deposit plus accrued interest shall be returned to the Purchaser.
21
8.4 TERMINATION DURING INSPECTION PERIOD. In the event that Purchaser
shall terminate this Agreement pursuant to the terms of Article 5 during the
Inspection Period, Escrow Agent is hereby authorized to release the Deposit plus
accrued interest immediately to the Purchaser.
8.5 AMENDMENT. This Agreement maybe amended or modified in whole or in
part only by an agreement in writing executed by Seller and Purchaser.
8.6 EXTENSIONS AND WAIVERS. At any time prior to the Closing Date,
either Seller or Purchaser may extend the time for the performance of any of the
obligations or other acts of the other, waive any untruths, inaccuracies or
omissions in the representations and warranties of the other contained herein or
in any document delivered by the other pursuant hereto, or waive compliance with
any of the covenants, agreements or conditions for its benefit herein contained.
Without limiting the generality of the foregoing, Purchaser may unilaterally
waive any one or more of the provisions required of the Seller herein or any
condition provided in Article 7. Any agreement to such extension or waiver shall
be valid only if set forth in an instrument in writing, signed on behalf of the
agreeing party.
ARTICLE 9
INDEMNIFICATION
Intentionally deleted.
ARTICLE 10
MISCELLANEOUS
10.1 SPECIAL ASSESSMENT LIENS AND IMPACT FEES. Certified, confirmed and
ratified special assessment liens as of the date of Closing (and not as of this
Agreement) with respect to the Real Property are to be paid by the Seller.
Pending liens as of the Closing Date shall be assumed by the Purchaser.
10.2 SURVIVAL OF WARRANTIES AND OTHER MATTERS. All warranties and
representations, contained herein and the covenants, obligations and agreements
contained in Articles 3 and 9 and elsewhere in this Agreement shall survive the
execution and delivery of this Agreement and of the deed and shall further
survive the Closing, and shall not be merged into the Closing or closing
documents and shall continue to be binding on Seller until performed.
10.3 DEFAULT BY PURCHASER. Should title to the Property be found to be
good and marketable, free from reverters and other valid objections, other than
Permitted Exceptions, all other conditions precedent to obligations of Purchaser
having been met, and the Seller being ready, able and willing to comply with the
Seller's covenants hereunder, but the Purchaser shall refuse or fail to close
this transaction and perform any requirements of the Purchaser necessary to
close the transaction, then the Escrow Agent shall pay the Deposit plus accrued
interest to Seller as Seller's sole remedy and as agreed upon and liquidated
damages, the parties hereto shall thereupon be relieved and released of all
obligations to the other arising hereunder and, thereupon, this Agreement shall
be null and void.
22
10.4 DEFAULT BY SELLER. Should the Purchaser be ready, willing and able
to perform all the requirements necessary to consummate the purchase
contemplated herein, but the Seller shall fail or refuse for any reason to
convey title to the Property, or to otherwise comply with the Seller's covenants
and obligations hereunder, then, Purchaser may have the right either (i) to
compel performance by filing suit for specific performance or (ii) to obtain the
return of the Deposit plus accrued interest.
10.5 SPECIFIC PERFORMANCE. The parties hereby declare that it is
impossible to measure in money the damages which will accrue to the Purchaser,
its successors or assigns by reason of a failure by the Seller to perform any of
its obligations under this Agreement. Therefore, notwithstanding any other
provision of this Agreement, if the Purchaser or the Purchaser's successors or
assigns shall institute any action or proceeding to enforce the provisions
hereof, any person against whom such action or proceeding is brought hereby
agrees that specific performance may be sought and obtained for any breach of
this Agreement, without the necessity of proving actual damages.
10.6 NOTICES. All notices required hereunder shall be in writing and
shall be deemed properly given when served either personally, by reputable
overnight express courier or delivery service from whom a receipt is obtained,
by registered or certified mail, return receipt requested, with sufficient
postage affixed to the envelope to carry it to its addressed destination, or by
facsimile transmission (to be followed by a hard copy by one of the means
enumerated herein) and addressed to the parties as follows:
Seller: National Residential Properties, Inc.
c/o Xxxx X. Xxxx, Esq.
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Purchaser: Law Officers of Xxxxxxx X. Xxxxxx Xx., Esq.
0000 Xxxxx Xx Xxxx Xxxx., Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
The persons and places for giving notice maybe changed by giving notice in
accordance with the terms of this paragraph.
10.7 BINDING EFFECT. This Agreement shall be binding upon the parties,
their heirs, executors, successors and assigns.
10.8 ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the parties and supersedes all prior agreements respecting such matters. This
Agreement may be executed in any number of counterparts which together shall
constitute the contract of the parties. The headings on each paragraph herein
contained are for convenience purposes only and neither party hereto shall rely
upon same in determining the content of each paragraph.
10.9 ACCEPTANCE. Seller shall have until 5:00 P.M. on the __ day of
__________ 2002, to execute and return this Agreement to Purchaser. This
Agreement may be executed in any number of counterparts, any one or all of which
shall constitute the agreement of the parties.
23
10.10 GOVERNING LAW. This Agreement shall be governed by and construed
and interpreted in accordance with the laws of the State of Florida, without
regard to its conflict of law provisions, and venue and jurisdiction for any
action or claim originating under this Agreement shall be Dade County, Florida.
10.11 ATTORNEYS' FEES. If any action is brought at law or in equity,
including an action for declaratory relief, or to enforce or interpret the
provisions of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees, whether pretrial, trial or appellate levels, which
may be set by the court or the arbitrator in the same action or in a separate
action brought for that purpose, including costs and fees for investigation and
collection of any amount awarded in such action, in addition to any other relief
to which the party may be entitled.
10.12 INSURANCE. Purchaser shall have the right to place its own
insurance and it shall not be required to assume the insurance maintained by
Seller.
10.13 UTILITIES. Seller shall be responsible for all water and all
other utility installation costs and charges for same up to the Closing Date,
and Seller will have meters for such utility services read on the date of
Closing and the appropriate xxxx sent to Seller for payment. Thereafter
Purchaser shall be responsible for such utility services in its own name.
10.14 FURTHER ASSURANCES AND BEST EFFORTS. The parties agree to perform
whatever further acts as are reasonable and necessary, both before and after the
Closing, in order to carry out the intent and purpose of this Agreement, within
five working days of receipt of written request to do so. Purchaser and Seller
shall (i) take all steps necessary or desirable, (ii) use their best efforts and
(iii) cooperate with each other in every reasonable way to obtain as promptly as
possible all necessary approvals, authorizations and clearances of governmental
and regulatory bodies and officials as well as any contractual waivers required
to consummate the transactions contemplated hereby.
10.15 TERMINOLOGY. Unless otherwise specified, whenever (i) the
singular or plural number or (ii) the masculine, feminine or neuter gender is
used herein, each shall equally include the others and shall apply jointly and
severally. Any reference to the term "the date of this Agreement" or "Effective
Date" or other similar term shall refer to the date the last party executes, or
initials if applicable, this Agreement and the Exchange Agreement.
10.16 RISK OF LOSS. If the Property is damaged by fire or other
casualty prior to Closing, Purchaser shall have the option of either taking the
Property "as is", together with any insurance proceeds payable by virtue of such
loss or damage or of canceling the Agreement and the Exchange Agreement and
receiving the return of the Deposit.
10.17 CONDEMNATION. In the event that all or any portion of the
Property is condemned or taken by any governmental authority pursuant to an
exercise of eminent domain, Purchaser shall have the option of rescinding this
Agreement and the Exchange Agreement and receiving all of the Deposit therefor,
or of Closing and receiving the full award for such condemnation.
10.18 RADON GAS DISCLOSURE. Radon is a naturally occurring radioactive
gas that, when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been
24
found in buildings in Florida. Additional information regarding radon and radon
testing may be obtained from your county public health unit.
10.19 BROKERAGE COMMISSION. Neither Seller or Purchaser has executed
any Brokerage Agreement.
10.20 ASSIGNMENT. Purchaser shall have the right to assign this
Agreement and its rights and obligations hereunder to any party or entity
without obtaining the consent of the Seller. Upon such assignment all
obligations, responsibilities, duties and liabilities of the Purchaser shall
belong to and shall be attributable solely to the assignee, and the assignor
upon such assignment shall be automatically relieved of all of the Purchaser's
responsibilities, duties, obligations and liabilities under this Agreement. Upon
such assignment the Seller shall look solely to the assignee for the performance
of all of the Purchaser's obligations, liabilities, responsibilities and duties
under this Agreement.
10.21 ENERGY-EFFICIENCY RATING DISCLOSURE. Florida law gives the
Purchaser the right to have the energy-efficiency rating determined for any
building located on the Property. Should the Purchaser wish to have the building
rated, the Seller must have the energy efficiency rating determination performed
at Purchaser's expense.
10.22 FLOOD ZONE. Intentionally deleted.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
WITNESSES: PURCHASER:
-------------------------------------- ----------------------------------------
Name:
--------------------------------- Date:
-----------------------------------
--------------------------------------
Name:
---------------------------------
WITNESSES: SELLER:
-------------------------------------- By:
-------------------------------------
Name: Name:
--------------------------------- -----------------------------------
Title:
-----------------------------
Date:
------------------------------
--------------------------------------
Name:
---------------------------------
25
SCHEDULE A
REAL PROPERTY
Xxxx 00, 00, xxx 00, xx Xxxxx 2, Less the South 20.00 feet of Lots 11
and 12 of Plat of Ridgeview, according to the Plat thereof, as recorded in Plat
Book 4, Page 120, of the Public Records of Miami-Dade County, Florida.
And
Lots 24, 25, 26, and 27, less the East 20 feet of Each Lot and Less the
South 20.00 feet of Lot 27; in Block 44, of Supplemental Plat of Riverside
Farms, according to the Plat thereof, as recorded in Plat Book 2, Page 88, of
the Public Records of Miami-Dade County, Florida.
