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EXHIBIT 10.138
EASEMENT AGREEMENT
THIS EASEMENT AGREEMENT made and entered into this 9th day of October,
1996, by and between KARTWORLDS OF CENTRAL FLORIDA L.C., a Florida limited
liability company, hereinafter referred to as "Seller", and XXXXXX OUTDOOR,
INC., a Florida corporation, hereinafter referred to as "Buyer."
W I T N E S S E T H:
WHEREAS, Seller is the owner of an outdoor advertising display
structure as described on Exhibit A attached hereto ("Billboard"), fee simple
title to the real property described on Exhibit B attached here to on which the
Billboard is located ("Land"), and Permits necessary for the ownership and
operation of the Billboard, and
WHEREAS, Seller desires to sell, transfer, assign and convey the
Billboard and Permits along with a perpetual real property easement to Buyer on
the Land subject to the terms, provisions and conditions of this Agreement, and
WHEREAS, Buyer desires to acquire from Seller said Billboard and
Permits along with a perpetual real property easement on the Land subject to the
terms, provisions and conditions of this Agreement.
NOW, THEREFORE, in exchange for mutually agreeable consideration, the
parties hereby agree as follows:
1. Sale and Grant of Easement. Subject to the terms and conditions set
forth in this Agreement, Seller hereby agrees to sell, transfer, assign and
deliver and Buyer agrees to buy, on the Closing Date, subject to the terms and
conditions set forth herein, the Billboard free and clear of all debts, liens,
encumbrances or other liabilities. Additionally, Seller shall grant and Buyer
shall accept an exclusive, perpetual easement in gross and not appurtenant, and
full right and privilege of use, over, upon and across the Land for the purpose
of erecting, maintaining, repairing, leasing and replacing the Billboard
including the right of pedestrian and/or vehicular egress and ingress in order
to allow Buyer and its agents access to the Land. This Easement Agreement
creates an exclusive easement in gross for the benefit of Buyer to use the Land
for all purposes set forth herein.
2. Price. The total purchase price for the Assets shall be Three
Hundred Eighty-Nine Thousand Four Hundred Dollars ($389,400).
3. Assets to be Purchased. The term "Assets," as used herein means all
right, title, and interest in and to all of the following:
A. The Billboard described on Exhibit A attached hereto;
B. A perpetual easement in gross for the construction,
maintenance, replacement, repair, replacement of an outdoor advertising monopole
and sign structure inclusive of electrical service, catwalk and lights over,
upon, under and above the real property described on Exhibit B attached hereto
(the "Land");
C. All licenses and permits necessary for the ownership and
operation of the Billboard (the "Permits");
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4. Existing Billboard Sign Lease. Seller previously entered into that
certain Billboard Sign Lease dated September 18, 1995 (the "Lease") with Xxxxxx
Xxx Xxxxxx (the "Tenant") and Impact Communications of Central Florida, Inc.
("Impact"). Seller has provided directly to Buyer prior to execution of this
Agreement a true and correct copy of the aforesaid Lease. Seller and Buyer
hereby covenant and agree that the Lease shall be fully terminated at the time
of Closing under this Agreement and Buyer and Seller shall cause the aforesaid
Tenant to join into and effect such termination of the Lease at the time of
Closing. Pursuant to the provisions of the Lease, the Tenant did prepay directly
to Seller advance rental for the Lease in the amount of $100,000.00. Seller
covenants and agrees that Seller shall reimburse Tenant for the prorated portion
of the advance rental paid by Tenant to Seller due as the date of Closing
hereunder and full termination of the Lease in accordance with the foregoing
provisions. Seller warrants that the aforesaid Lease constitutes the only lease
or contract associated with the operation of the Billboard, and Seller has full
legal power and authority to terminate the Lease in accordance with the
foregoing provisions.
5. Permits. On or prior to the date of execution of this Agreement,
Seller has delivered to Buyer copies of all existing licenses and permits
obtained by Seller for the ownership and operation of the Billboard (the
"Permits"). Buyer shall be responsible during the Due Diligence Period described
in Paragraph 8 hereafter of this Agreement for investigating and ensuring that
the Permits delivered by Seller to Buyer constitute all licenses and permits
necessary for the ownership and operation of the Billboard; further, Buyer shall
be responsible for taking all action required by the applicable governmental
authorities for the assignment or other transfer of the Permits to Buyer at the
time of Closing under this Agreement. Seller covenants and agrees to execute and
deliver to Buyer at the time of Closing any and all documents which may
reasonably be required for the assignment or other transfer of the Permits to
Buyer. Buyer acknowledges specifically that the Billboard may be considered to
be a nonconforming sign under the applicable laws, rules and regulations of the
City of Orlando and other applicable governmental authorities; Buyer shall be
responsible for any actions which may be required by the City or other
governmental authorities regarding the continued presence and use of the
Billboard, if any.
6. Representations, Covenants and Warranties of Buyer. As a material
inducement to Seller to enter into this Agreement, Buyer makes the following
representations, covenants and warranties.
A. Buyer is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Florida. Buyer has all
requisite power and authority to execute and deliver this Agreement and the
documents contemplated hereby and to perform and comply with all of the terms,
covenants, and conditions to be performed and complied with by Buyer hereunder
and thereunder.
B. The execution, delivery and performance of this Agreement
by Buyer have been duly authorized by all necessary actions on the part of
Buyer. This Agreement has been duly executed and delivered by Buyer and
constitutes the legal, valid and binding obligation of Buyer, enforceable
against Buyer in accordance with its terms except as the enforceability of this
Agreement may be affected by bankruptcy, insolvency, or similar laws affecting
creditors' rights generally and by judicial discretion in the enforcement of
equitable remedies.
C. The execution, delivery and performance by Buyer of this
Agreement and the documents contemplated hereby (i) do not require the consent
of any third party; (ii) will not conflict with the Articles of Incorporation or
By-Laws of Buyer; (iii) will not conflict with, result in a breach of, or
constitute a default under, any law, judgment, order injunction, regulation or
ruling of any court of governmental instrumentality; or (iv) will not conflict
with, constitute grounds for termination of, result
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in a breach of, constitute a default under, or accelerate or permit the
acceleration of any performance required by the terms of, any agreement,
instrument, license or permit to which Buyer is a party or by which Buyer may be
bound, that may impair Buyer's ability to acquire or operate the Assets.
D. No representation or warranty made by Buyer in this
Agreement or in any certificate or other document furnished by Buyer pursuant
hereto contains or will contain any untrue statement of a material fact or omits
or will omit to state any material fact that is required to make any statement
made herein or therein not misleading.
7. Representations, Covenants and Warranties of Seller. As a material
inducement to Buyer to enter into this Agreement, Seller makes the following
representations, covenants and warranties:
A. Seller is a limited liability company duly incorporated,
validly existing and in good standing under the laws of the State of Florida.
Seller has all requisite power and authority (i) to own, lease and use the
Assets as now owned, leased and used, (ii) to conduct the business and
operations associated with the Assets as now conducted and (iii) to execute and
deliver this Agreement and the documents contemplated hereby and to perform and
comply with all of the terms, covenants and conditions to be performed and
complied with by Seller hereunder and thereunder.
B. The execution, delivery and performance of this Agreement
by Seller have been duly authorized by all necessary actions on the part of
Seller. This Agreement has been duly executed and delivered by Seller and
constitutes the legal, valid and binding obligation of Seller, enforceable
against it in accordance with its terms except as the enforceability of this
Agreement may be affected by bankruptcy, insolvency or similar laws affect
creditors' rights generally and by judicial discretion in the enforcement of
equitable remedies.
C. The execution, delivery, and performance by Seller of this
Agreement and the documents contemplated hereby (i) do not require the consent
of any third party (ii) will not conflict with, result in a breach of, or
constitute a default under the Seller's Articles of Organization or other
governing documents, any law, judgement, order, rules, regulation or ruling of
any court of governmental instrumentality, (iii) will not conflict with,
constitute grounds for termination of, result in a breach of, constitute a
default under or accelerate or permit the acceleration of any performance
required by the terms of any agreement instrument license or permit to which
Seller is a party or by which Seller may be bound and (iv) will not create any
claim, liability, mortgage, lien, pledge condition charge or encumbrance of any
nature whatsoever upon any of the Assets.
D. Seller has good and marketable title to the Assets free and
clear of all liens and encumbrances. Immediately after consummation of the
transactions contemplated herein, Buyer will be entitled to use the Assets free
and clear of all liens and encumbrances.
E. Neither Seller nor any shareholder, employee, or agent of
Seller has incurred any obligation for any finder's, broker's, or agent's fee in
connection with the transactions contemplated hereby.
F. Seller owns and has good title to the Billboard and the
Billboard is not subject to any security interest, mortgage, pledge, conditional
sales agreement or other lien or encumbrance, except for liens for current taxes
not yet due and payable.
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G. There is no claim, legal action, suit, arbitration,
governmental investigation or other legal, administrative or tax proceeding, nor
any order, decree or judgment in progress or pending, or to the knowledge of
Seller threatened, against Seller with respect to its ownership or operation of
the Assets nor does Seller know or have reason to be aware of any basis for the
same.
H. Seller has complied with all laws, rules, and regulations
of all federal, state and local governments concerning the environment, public
health and safety and no complaint, charge or notice has been filed or commenced
against Seller in connection with its ownership or operation of the Assets
alleging any failure to comply with any such law, rule or regulation.
I. The Billboard is constructed within the boundaries of the
Land and the Land has access to and from a public road.
J. Seller is aware of no structural or latent defects in any
of the Assets.
K. No representation or warranty made by Seller in this
Agreement or in any certificate, document or other instrument furnished or to be
furnished by Seller pursuant hereto contains or will contain any untrue
statement of a material fact or omits or will omit to state any material fact
that is required to make any statement made herein or therein not misleading.
8. Due Diligence Period. Buyer shall have until October 9, 1996 (the
"Due Diligence Period"), to inspect the Assets and to conduct such other
inspections or investigations to confirm the feasibility and suitability of the
Assets for Buyer's purposes. If Buyer is dissatisfied, in its sole discretion,
with the results of such inspections and investigations for any reason, then
Buyer shall be entitled to terminate this Agreement prior to the expiration of
the Due Diligence Period and receive a return of any and all deposits paid
hereunder. Seller shall permit Buyer and Buyer's authorized representatives
full access to, and make available for inspection, all of the Assets and shall
furnish Buyer all documents, records, and information with respect to the Assets
as Buyer and its representatives may reasonably request, all for the purpose of
permitting Buyer to become familiar with the Assets. In connection therewith,
Buyer, its agents and representatives, shall have the right of access to the
Assets for purposes of conducting surveys, soil tests, market studies,
engineering tests, and such other tests, investigations, studies and inspection
as Buyer deems desirable, provided that all of the same shall be conducted at
Buyer's expense.
9. Prorations, Closing Expenses. All normal and customarily pro-ratable
items, including without limitation, real estate taxes and assessments, personal
property taxes and assessments, and utility bills shall be prorated as of the
date of Closing, Seller being charged and credited for all of the same up to
such date and Buyer being charged and credited for the same on and after such
date. If the actual amounts to be prorated are not known at the time of Closing,
the prorations shall be made on the basis of the best evidence then available,
and thereafter, when actual figures are received, a cash settlement will be made
between Seller and Buyer. Seller and Buyer shall be responsible one-half each
for the costs of the following: the premium for an owner's title insurance
policy insuring Buyer's interest in all real estate interests to be transferred
hereunder, all Florida documentary stamp taxes or other transfer or sales taxes
arising in connection with any deed, conveyance, or assignment relating to the
Assets, the costs of any surveys and all recording costs arising in connection
with the transaction contemplated herein (with the exception of recording costs
for title corrective documents, which shall be Seller's obligation).
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10. Buyers Conditions Precedent. Except as may be waived in writing by
Buyer, the obligations of Buyer hereunder are subject to the fulfillment at or
before the Closing of each of the following conditions:
A. Each representation and warranty of Seller contained in
this Agreement shall be true and correct in all material respects as of the
Closing;
B. Seller shall have performed and complied with all covenants
or conditions required by this Agreement to be performed and complied with by
Seller at or before Closing;
C. No suit, action, order, or other proceeding by any court or
governmental body or agency shall have been threatened in writing, asserted,
instituted, or entered to restrain or prohibit carrying of the transactions
contemplated by this Agreement;
D. No material, adverse, undisclosed condition or material,
adverse change in the Assets shall have occurred;
E. Seller shall have received all consents and approvals, if
any, necessary to consummate the transactions contemplated hereby;
12. Seller's Conditions Precedent. Except as may be waived in writing
by Seller, the obligations of Seller hereunder are subject to the fulfillment at
or before Closing of each of the following conditions:
A. Each representation and warranty of Buyer contained in this
Agreement shall be true and correct in all material respects as of Closing;
B. Buyer shall have performed and complied with all covenants
or conditions required by this Agreement to be performed and complied with by it
at or before Closing;
C. No order by any court or governmental body or agency shall
have been entered to restrain or prohibit the consummation of the transactions
contemplated herein.
13. Closing. The Closing hereunder shall occur on or before October 9,
1996, at the offices of Seller's attorney and the parties shall mutually agree
upon such date.
14. Documents for Closing. Upon the Closing hereof, Seller shall
deliver the following documents to Buyer:
A. Duly executed Easement in the form attached, Warranty Xxxx
of Sale in the form attached, Assignment of Permits and other transfer documents
which shall be sufficient to vest and fully warrant good and marketable title to
the Assets in the name of Buyer, free and clear of all mortgages, liens,
restrictions, encumbrances and obligations except for liens for current taxes
not yet due and payable;
B. All original Permits with regard to the Assets being sold
hereunder;
C. A certificate, dated as of the Closing Date, executed by
Seller, certifying that the representations and warranties of Seller contained
in this Agreement are true and complete in all material respects as of the
Closing Date as though made on and as of that date and that Seller has in all
material
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respects performed and complied with all of its obligations, covenants and
agreement set forth in this Agreement to be performed and complied with on or
prior to the Closing Date;
D. Any other documents reasonably necessary for the
consummation of the transactions contemplated hereby.
15. Further Assurances. At any time before or after Closing, Seller
agrees to execute, acknowledge and deliver all instruments reasonably requested
by Buyer in order to consummate the transactions contemplated by this Agreement
and to fully vest in Buyer the ownership of the Assets from and after the
Closing.
16. Default. If Buyer shall breach any material representation,
warranty, or covenant contained herein, then the entire xxxxxxx money deposit
paid hereunder shall be paid to Seller, as liquidated damages and not as a
penalty, as Seller's exclusive remedy, and the parties thereafter shall be
relieved of any further liability or obligation hereunder. If Seller shall
breach any material representation, warranty, or covenant contained herein,
Buyer, in addition to obtaining a refund of its xxxxxxx money deposit, may
undertake a suit for specific performance. Seller acknowledges that a refusal by
Seller to consummate the transactions contemplated hereby will cause irrevocable
harm to Buyer, for which there may be no adequate remedy at law and for which
the ascertainment of damages would be difficult. Therefore, Buyer shall be
entitled to specific performance of this Agreement, as well as injunctive
relief.
17. Indemnification Provisions.
A. Indemnification by Sellers. After the Closing, Seller
hereby agrees to indemnify and hold Buyer and its officers, directors,
employees, and representatives harmless against and with respect to, and shall
reimburse Buyer and its officers, directors, employees, and representatives for:
(i) Any and all losses, liabilities, or damages resulting from
the ownership of the Assets prior to the Closing, or resulting from any other
obligations of Seller that are not assumed by Buyer pursuant to this Agreement,
including without limitation any liabilities arising at any time under any
contract that is not assumed hereunder.
(ii) Any loss, liability, obligation, or cost resulting from
any agreement with any finder, broker, advisor, or similar person retained by
or on behalf of Seller relating to the transactions contemplated by this
Agreement.
(iii) Any and all out-of-pocket costs and expenses, including
reasonable legal fees and expenses, incident to the foregoing or incurred in
investigating or attempting to avoid the same or to oppose the imposition
thereof, or in enforcing this indemnity.
B. Indemnification of Buyer. After the Closing, Buyer hereby agrees to
indemnify and hold Seller and Seller's officers, directors, employees, and
representatives harmless against and with respect to, and shall reimburse Seller
and each Seller's officers, directors, employees, and representatives for:
(i) Any and all obligations of Seller assumed by Buyer
pursuant to this Agreement.
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(ii) Any and all losses, liabilities, or damages resulting
from the operation or ownership of the Assets after the Closing.
(iii) Any loss, liability, obligation, or cost resulting from
any agreement with any finder, broker, advisor, or similar person retained by or
on behalf of Buyer relating to the transactions contemplated by this Agreement.
(iv) Any and all out-of-pocket costs and expenses, including
reasonable legal fees and expenses, incident to any action, suit, proceeding,
claim, demand, assessment, or judgment incident to the foregoing or incurred in
investigating or attempting to avoid the same or to oppose the imposition
thereof, or in enforcing this indemnity.
C. Procedure for Indemnification. The procedure for indemnification
shall be as follows:
(i) The party claiming indemnification (the "Claimant") shall
promptly give notice to the party from which indemnification is claimed (the
"Indemnifying Party") of any claim, whether between the parties or brought by a
third party, specifying in reasonable detail the factual basis for the claim.
(ii) With respect to claims solely between the parties,
following receipt of notice from the Claimant of a claim, the Indemnifying Party
shall have thirty days to make such investigation of the claim as the
Indemnifying Party deems necessary or desirable. For the purposes of such
investigation, the Claimant agrees to make available to the Indemnifying Party
and its authorized representatives the information relied upon by the Claimant
to substantiate the claim. If the Claimant and the Indemnifying Party agree at
or prior to the expiration of the thirty-day period (or any mutually agreed upon
extension thereof) to the validity and amount of such claim, the Indemnifying
Party shall immediately pay to the Claimant the full amount of the claim. If the
Claimant and the Indemnifying Party do not agree within the thirty-day period
(or any mutually agreed upon extension thereof), the Claimant may seek
appropriate remedy at law or equity.
(iii) With respect to any claim by a third party as to which
the Claimant is entitled to indemnification under this Agreement, if the
Indemnifying Party notifies the Claimant in writing within ten days of its
receipt of notice from the Claimant of the third-party claim that the
Indemnifying Party acknowledges its potential liability to the Claimant under
this Agreement, the Indemnifying Party shall have the right, at its own expense,
to participate in or assume control of the defense of such claim, and the
Claimant shall cooperate fully with the Indemnifying Party, subject to
reimbursement for actual out-of-pocket expenses incurred by the Claimant as the
result of a request by the Indemnifying Party. If the Indemnifying Party elects
to assume control of the defense of any third-party claim, the Claimant shall
have the right to participate in the defense of such claim at its own expense.
If the Indemnifying Party fails timely to notify the Claimant in writing that
the Indemnifying Party acknowledges its potential liability to the Claimant
under this Agreement or if the Indemnifying Party does not elect to assume
control or otherwise participate in the defense of any third-party claim, the
Indemnifying Party shall be bound by the results obtained by the Claimant with
respect to such claim.
(iv) If a claim, whether between the parties or by a third
party, requires immediate action, the parties will make every effort to reach a
decision with respect thereto as expeditiously as possible.
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(v) For the purpose of the procedures set forth in this
Section, any indemnification claim by any officer, director, employee, or
representative of Buyer shall be made by and through Buyer, and any
indemnification claim by any officer, director, employee, or representative of
any Seller shall be made by and through such Seller.
18. Survival. All representations, warranties and indemnifications
contained in this Agreement shall be deemed continuing representations,
warranties and indemnifications and shall survive the Closing.
19. Attorneys Fees. In the event of a default or breach hereunder by
either party which results in a lawsuit or other proceeding for any remedy
available under this Agreement, the prevailing party shall be entitled to
reimbursement from the other party of its reasonable legal fees and expenses,
including on appeals and bankruptcy proceedings.
20. Physical Condition. Except as expressly provided in this Agreement
to the contrary, Buyer and Seller agree that the Assets are being sold "as is"
as to their physical condition existing at the time of execution of this
Agreement.
21. Controlling Law. Any dispute which may arise concerning this
Agreement shall be resolved in accordance with the laws of the State of Florida
and parties agree to venue in Orange County, Florida.
22. Risk of Loss, Maintenance of Assets. The risk of any loss, damage,
impairment, confiscation or condemnation of any of the Assets from any cause
whatsoever shall be borne by Seller at all times prior to Closing. Seller shall
maintain all of the Assets in their condition as of the date of this Agreement
(ordinary wear and tear excepted), and use, operate and maintain all of the
Assets in a reasonable manner. Seller shall maintain inventories of parts and
supplies at levels consistent with past practices. If any insured or indemnified
loss, damage, impairment, confiscation, or condemnation of or to any of the
Assets occurs, Seller shall repair, replace, or restore such Assets to their
prior condition as soon thereafter as possible (and at Buyer's option, prior to
Closing), and Seller shall use the proceeds of any insurance or other recovery
solely to repair, replace, or restore such Assets. Seller shall maintain the
existing levels of insurance on the Assets. In the event of any loss, damage,
impairment, confiscation, or condemnation of any of the Assets, if restoration
or replacement has not occurred prior to Closing, Buyer shall be entitled to
elect to delay the Closing until such restoration or replacement is completed or
close the transaction and receive from Seller a transfer or assignment of all
insurance proceeds or other compensation applicable thereto.
23. Notices. All notices, demands, and requests required or permitted
to be given under this Agreement shall be in writing and shall be either (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid with return receipt requested, (c) delivered by overnight express
delivery service or same day local courier service, or (d) delivered by telecopy
or facsimile transmission, to the address set forth below, or to such other
address as may be designated by the parties from time to time in accordance with
this section.
If to Seller: Kartworlds of Central Florida L.C.
0000 Xxxxxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
ATTN: Xxxxxx X. Xxxxx, Xx.
FAX: (407)
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With a copy to: Xxxxxxx X. Xxxxxxx, Esq.
Godbold, Downing, Xxxxxxx & Xxxxxxxxx
000 Xxxx Xxxxxxxx Xxx.
Xxxxxx Xxxx, Xxxxxxx 00000
FAX: (000) 000-0000
If to Buyer: Xxxxxx Outdoor, Inc.
0000 00xx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
ATTN: Xxxx Xxxxxxxx
FAX: (000) 000-0000
With a copy to: Xxxxxxx X. Xxxxxx, Esq.
Xxxxxx Communications Corporation
000 Xxxxxxxxxx Xxxx Xxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000-0000
FAX: (000) 000-0000
Notice delivered personally, by overnight express delivery service or
by local courier service shall be deemed given as of actual receipt. Mailed
notices shall be deemed given three business days after mailing. Notices
delivered by telecopy or facsimile transmission shall be deemed given upon
confirmation of the transmission.
24. Entire Agreement. This Agreement supersedes all prior agreements
and understandings relating to the subject matter hereof and cannot be amended,
supplemented or changed except by an Agreement in writing signed by the party
against which enforcement of any such amendment, supplement, or modification is
sought.
25. Binding Effect. This Agreement and the rights, interests and
obligations hereunder shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, personal representatives,
estates, devisees, successors, and assigns.
26. Severabili1y. If any portion of this Agreement is invalid, illegal
or unenforceable. the balance of this Agreement shall remain in full force and
effect and this Agreement shall be construed in all respects as if such invalid,
illegal or unenforceable provision were amended.
27. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, and all of which together shall constitute
one instrument.
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals
the day and year first above written.
In the Presence of: KARTWORLDS OF CENTRAL FLORIDA L.C.
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxx
------------------------------------ ---------------------------------
Xxxxxx X. Xxxxx, Manager
Print Name: Xxxxxxx X. Xxxxxxx
-------------------------
/s/ Xxxx X. Xxxxxxxx
------------------------------------
Print Name: Xxxx X. Xxxxxxxx, Xx.
-------------------------
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx
------------------------------------ ---------------------------------
Xxxxxxx X. Xxxxx, Manager
Print Name: Xxxxxxx X. Xxxxxxx
-------------------------
/s/ Xxxx X. Xxxxxxxx
------------------------------------
Print Name: Xxxx X. Xxxxxxxx, Xx.
-------------------------
XXXXXX OUTDOOR, INC.
/s/ Xxxxxxx X. Xxxxxxx
------------------------------------ By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Print Name: Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx, Secretary
-------------------------
/s/ Xxxx X. Xxxxxxxx
------------------------------------
Print Name: Xxxx X. Xxxxxxxx, Xx.
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EXHIBIT A
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The parties acknowledge that the following is the Billboard to be transferred
from Seller to Buyer as part of this Easement Agreement. The Billboard is a
single steel mono-pole advertising structure having two faces each measuring
14'48', including all related equipment located above and below ground located
at 0000 Xxxxxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx.
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EXHIBIT "B"
BILLBOARD SIGN PARCEL
LEGAL DESCRIPTION:
A portion of Xxx 0, XXXXXXX XXXXXX, XXXX 00, as recorded in Plat Book
7, Page 82, of the Public Records of Orange County, Florida; being more
particularly described as follows:
Commence at the Northeast corner of Xxx 0, XXXXXXX XXXXXX, XXXX 00, as
recorded in Plat Book 7, Page 82, of the Public Records of Orange
County, Florida; thence run South 00 degrees 06'53" East along the
East line of said Lot, a distance of 20.61 feet to the Point of
Beginning; thence continue South 00 degrees 06'53" East, a distance of
289.37 feet to a point; thence run North 49 degrees 08'27" West, a
distance of 156.33 feet to a point on curve; thence Northeasterly with
the arc of a curve to the left, having for its elements, a radius of
731.00 feet, a central angle of 17 degrees 23'24", a chord which bears
North 32 degrees 09'51" East, a chord distance of 221.02 feet, an arc
distance of 221.87 feet to the Point of Beginning.
Subject to easements, rights-of-way and restrictions of record, if any.
Containing 0.364 acres, more or less.
