10.8
A S S I G N M E N T
KNOW ALL MEN BY THESE PRESENTS: That SUNSHINE KEY ASSOCIATES LIMITED
PARTNERSHIP, a Florida limited partnership, hereinafter referred to as the
"Assignor", in consideration of the sum of Ten and NO/100 ($10.00) Dollars and
other good and valuable consideration, received on behalf of OHIO KEY I, INC., a
Florida corporation, hereinafter referred to as the "Assignee", at or before the
ensealing and delivery of these presents, the receipt whereof is hereby
acknowledged, does hereby grant, bargain, sell, assign, convey, transfer and set
over unto the said Assignee all of its right, title and interest in and to the
following:
SEE SCHEDULE "A" ATTACHED HERETO
AND INCORPORATED HEREIN BY REFERENCE.
TO HAVE AND TO HOLD the same unto the said Assignee, its successors and
assigns, absolutely and forever.
THIS ASSIGNMENT shall be effective as of January 1, 1997.
WHENEVER used herein, the use of the singular number shall include the
plural, and the plural the singular, and the use of any gender shall include all
genders. Whenever used herein, the terms "Assignor" and "Assignee" include the
parties to this instrument and their respective heirs, legal representatives,
assigns and successors.
THIS ASSIGNMENT shall inure to the benefit of, and shall be binding upon
the parties, their heirs, distributees, personal representatives, successors and
assigns.
WHENEVER the consent of any party other than Assignor and Assignee is
required with respect to the assignment of any of the properties, items, matters
or things described on Schedule "A", the Assignor shall fully cooperate with the
Assignee in procuring such consent.
THIS ASSIGNMENT may be executed and delivered in counterparts, each of
which shall be deemed to be a duplicate original hereof.
IN WITNESS WHEREOF, the said Assignor has signed and sealed these presents
this 24th day of January, 1997.
Signed, Sealed and Delivered SUNSHINE KEY ASSOCIATES LIMITED
in the presence of: PARTNERSHIP, a Florida limited partnership
/s/ Xxxx Xxxxxxx By: Infinity Investment Group, Inc.,
---------------- its general partner
Witness Signature
Printed Name: Xxxx Xxxxxxx By: /s/ X. Xxxx Xxxxx, Xx.
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X. Xxxx Xxxxx, Xx., President
Witness Signature
Printed Name:
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STATE OF FLORIDA )
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COUNTY OF Monroe )
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The foregoing instrument was acknowledged before me this 24th day of
January, 1997, by X. Xxxx Xxxxx, Xx., the President of Infinity Investment
Group, Inc., the general partner of Sunshine Key Associates Limited Partnership,
a Florida limited partnership, on behalf of said corporation and partnership. He
is personally known to me or has produced _____________________________________
as identification.
My Commission Expires: /s/ Xxx Xxxxxxx
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Notary Public, State of Florida
(SEAL)
Xxx Xxxxxxx
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Printed Notary Signature
This Document Prepared By
Xxxxxx Xxxxxx, Jr., Esquire
P.O. Box 915454
Longwood, FL 32791-5454
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SCHEDULE "A"
1. All licenses, permits and governmental commitments held by Assignor or
accruing to the benefit of Assignor in connection with the use, enjoyment,
occupancy, operation or ownership of the "Property", as hereinafter defined. The
term "Property" shall mean the real property located in Monroe County, Florida,
described on Exhibit "1" attached hereto, together with all buildings and
improvements thereon, and all the tenements, hereditaments and appurtenances
thereto belonging or in anywise appertaining.
2. All guarantees and warranties from third parties, if any, held by or
accruing to the benefit of Assignor in connection with the Property, or any
portion thereof.
3. All specifications, plans (construction, landscaping, electrical,
mechanical, architectural, as-built or otherwise), authorizations and drawings
held by or owned by Assignor in connection with the Property, or any portion
thereof.
4. The name "Sunshine Key Camping Resort and Marina", together with all
rights and privileges to use said name.
5. All rent rolls and guest registers used in connection with the operation
or ownership of the Property, or any portion thereof.
6. All rights-of-way, benefits, easements, privileges, rights, tenements,
hereditaments and uses appurtenant to the Property, or any portion thereof.
7. All rules and regulations promulgated by the Assignor which are
currently in effect with respect to the operation or ownership of the Property
(or any portion thereof).
8. All proceeds payable under any and all insurance policies covering the
Property (or any portion thereof), provided the Assignee assumes the policy or
policies under which the proceeds are payable.
9. All mineral rights and reservations relating to the Property, or any
portion thereof.
10. All rights, standings, benefits, protections and privileges in, to,
under and in connection with all filings, registrations, acceptances,
exemptions, approvals and authorizations made with or given by the Federal
Government, State of Florida, County of Monroe, land sales offices, Monroe
County Planning and Zoning Department, Monroe County Commission, United States
Army Corps of Engineers, Florida Department of Environmental Regulation, Florida
Department of Health and Rehabilitative Services and all other governmental and
quasi-governmental offices, departments, bureaus, agencies and authorities as
same pertain to the use, enjoyment, occupancy, ownership or operation of the
Property, or any portion thereof.
11. All claims and demands held by, owned by or accruing to the benefit of
Assignor (excluding, however, all actions, judgments and lawsuits inasmuch as
same are the subject matter of that certain Partial Assignment of Litigation
Proceeds dated August 1, 1995, and the terms of such Partial Assignment shall
prevail over the terms of this Assignment).
12. Any advertising, brochures or promotional materials utilized in the
operation or promotion of the Property, or any portion thereof.
13. The name "Sunshine Key Travel Park", together with all rights and
privileges to use said name.
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14. Any accounts, receivables, intangible personal property, chattel paper,
choses in action, records, designs, instruments and documents owned by Assignor,
and any security interests or other security held by or granted to the Assignor
to secure payment by any debtor, guest or other third party.
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