EXHIBIT 10.7
AGREEMENT FOR PURCHASE AND SALE
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THIS AGREEMENT (the "Agreement") is made and entered into this 7th day
of April, 2005, by and between NATIONAL RESIDENTIAL PROPERTIES, INC., a Nevada
corporation (hereinafter referred to as the "Seller") and BAY HARBOR ISLAND
ASSOCIATES, L.P., or its assigns (hereinafter referred to as the "Purchaser" or
"Buyer").
W I T N E S S E T H:
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WHEREAS, Seller is the owner, in fee simple, of that certain parcel of
real property (the "Real Property"), situate, lying and being in Miami-Dade
County, Florida and described as follows:
Xxxx 00 xxx 00, Xxxxx 0, XXX XXXXXX XXXXXX, according to the
Plat thereof, as recorded in Plat Book 46, at Page 5, of the
Public Records of Miami-Dade County, Florida; and
WHEREAS, the Purchaser desires to purchase the Real Property from the
Seller and the Seller desires to sell the Real Property to the Purchaser, all
subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants, stipulations
and agreements hereinafter made and for other good and valuable considerations,
the Seller and the Purchaser hereby agree as follows;
SECTION I. SALE-PURCHASE.
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The Seller agrees to sell, convey and assign to the Purchaser and the
Purchaser agrees to purchase from the Seller, the following described property
and rights, for the price and under the terms and conditions provided in this
Agreement.
A. The fee simple title to the Real Property;
B. Seller's interest, if any, in and to all, contract rights, riparian
rights, easements, privileges, servitudes, appurtenances and other rights
belonging to or inuring to the benefit of the Seller and pertaining to the Real
Property;
C. Seller's interest, if any, in and to any adjacent streets,
rights-of-way, easements, strips of land or roadways adjoining the Real
Property;
D. Seller's interest, if any, in and to all tangible and/or intangible
property and property rights pertaining to the Real Property (the "Tangible and
Intangible Personal Property") including, but not limited to, any rights to
water and sewer allocations, development rights, plat or temporary plat or any
other governmental approvals, credits for impact fees, payment for street
lighting and other special taxing district credits or benefits;
E. Seller's interest, if any, in and to all permits and licenses
pertaining to the Real Property (hereinafter collectively referred to as the
"Permits");
F. Seller's interest, if any, in and to any approved site plans,
temporary plat approvals, architectural plans, development orders, soil tests,
surveys, engineering and traffic studies, engineering drawings, specifications,
studies, and other information that relate to, or have been prepared for, the
Real Property which are in Seller's possession and/or which are under the
control of the Seller (the "Documents");
All of the foregoing is herein collectively referred to as the
"Property".
SECTION II. PURCHASE PRICE.
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Seller agrees to sell the Property to the Purchaser and the Purchaser
agrees to purchase the Property from the Seller for a purchase price (the
"Purchase Price") in the amount of ONE MILLION FOUR HUNDRED THOUSAND AND NO/100
($1,400,000.00) DOLLARS.
SECTION III. TERMS OF SALE.
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A. Deposit. Simultaneously with the execution of this Agreement by the
Purchaser, the Purchaser shall deliver a deposit into escrow with FIRST AMERICAN
TITLE INSURANCE COMPANY (the "Escrow Agent"), in the amount of TEN THOUSAND AND
NO/100 ($10,000.00) DOLLARS. All funds deposited with the Escrow Agent pursuant
to the terms of this Agreement shall collectively be referred to as the
"Deposit". Unless Seller receives the Deposit with all interest earned thereon
as a result of Purchaser's default under this Agreement, all interest earned
upon the Deposit shall inure to the benefit of the Purchaser and shall be paid
to the Purchaser at the closing of the within transaction.
B. Balance of Purchase Price. The balance of the Purchase Price (the
"Cash to Close") shall be due and payable by Purchaser, at Closing, by cashier's
check or by federally wire transferred funds. The Deposit shall be a credit to
the Cash to Close due from the Purchaser at the time of Closing.
SECTION IV. EVIDENCE OF TITLE.
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Purchaser shall, within thirty (30) days (the "Title Review Period")
from and after the Effective Date (hereinafter defined), obtain a Commitment
(the "Commitment") for issuance of an Owner's Policy of Title Insurance with
respect to the Property. If the Commitment reveals that title to the Property is
not good, marketable and insurable, at regular rates and in accordance with the
standards adopted by the Florida Bar, then Purchaser shall notify Seller in
writing (the "Title Notice"), prior to the expiration of the Title Review
Period, specifying the alleged title defect(s). Seller shall have thirty (30)
days from receipt of the Title Notice within which to remove said alleged title
defects, and if Seller is unsuccessful in removing the alleged title defect(s)
within said thirty (30) day period, the Purchaser shall have the option to
either: (i) accept the title to the Property as it then is without reduction in
the Purchase Price or claim against Seller therefor; or (ii) demand the return
of the Deposit, with all interest earned thereon, which shall forthwith be
returned to Purchaser and thereafter Purchaser and Seller shall be released from
all further obligations under this Agreement, except for such obligations which
are
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specified in this Agreement to survive the termination of this Agreement. If,
however, title to the Property is unmarketable because of liens in a liquidated
amount that can be released or satisfied by the payment of money alone then, at
the time of Closing, such liens shall be paid from the cash to close and the
amount due Seller shall be reduced by such amount. Seller agrees to use diligent
effort to cure the defects in title within the time limit provided herein, not
including the commencement and diligent prosecution of any suits.
SECTION V. SURVEY.
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During the Title Review Period, the Purchaser shall have the right to
obtain, at Purchaser's expanse, a currently dated survey (the "Survey") of the
Property. If the Survey shows any material encroachments on the Property, the
same shall be treated as a defect in the title to the Property and such title
defect shall be governed by the provisions contained within Section IV of this
Agreement.
SECTION VI. DOCUMENTS TO BE DELIVERED BY THE SELLER.
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Within three (3) days from the Effective Date, the Seller shall furnish
to the Purchaser copies of the following described documents (the "Seller's
Deliveries") pertaining to the Property:
A. A copy of the Owner's Policy of Title Insurance issued in favor of
the Seller at the time of the acquisition of the Property by the Seller.
B. Copies of all surveys of the Property, in Seller's possession.
C. Copies of all environmental reports, soil studies, soil borings,
engineering studies and any other studies pertaining to the Property, in
Seller's possession.
D. Copies of all building plans, site plans, marketing studies and
appraisals in Seller's possession, if any, pertaining to the Property,
Other than the Seller's Deliveries, the Seller shall have no obligation
to furnish any documents or information to the Purchaser pertaining to the
Property, it being acknowledged by the Purchaser that the Purchaser, in
Purchaser's deliberations regarding the Property, shall be relying on
Purchaser's independent investigations and evaluation of the Property.
SECTION VI. INSPECTION PERIOD.
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During the period (the "Inspection Period") commencing on the Effective
Date and expiring at 4:00 p.m. on the date which will be thirty (30) days from
the Effective Date, the Purchaser and its engineers, surveyors, agents and
representatives shall be entitled to conduct feasibility studies with respect to
the Property and inspect the physical condition of the Property. The Seller
shall cooperate, wherever possible, with the inspections being performed by the
Purchaser.
In the event the Purchaser, for any reason whatsoever, is not satisfied
with the condition of the Property or Purchaser deems the Property is not
suitable for Purchaser's intended use, then
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the Purchaser, prior to the expiration of the Inspection Period, may elect to
notify the Escrow Agent and the Seller of its election not to proceed with this
transaction and, thereupon, the Escrow Agent shall return the Deposit to the
Purchaser and this Agreement shall be null and void, except for such matters
which are specified in this Agreement to survive the termination of this
Agreement; provided, however, that the Deposit shall not be paid over by the
Escrow Agent to the Purchaser unless the Purchaser delivers to the Seller all
studies, reports, tests and other documentation pertaining to the Property
(collectively the "Work Product") obtained by the Purchaser from the Seller
during the Inspection Period. If, however, the Purchaser does not timely
exercise its right to rescind and withdraw from this Agreement, pursuant to the
provisions of this Section VII, then the Purchaser shall not, thereafter, be
permitted to withdraw from and cancel this Agreement pursuant to the provisions
of this Section VII. Further, in the event the Purchaser does not timely elect
to withdraw from and cancel this Agreement pursuant to the provisions of this
Section VII, then the Purchaser shall: (i) prior to the expiration of the
Inspection Period, tender an additional deposit to the Escrow Agent in the
amount of ONE HUNDRED THIRTY THOUSAND AND NO/100 ($130,000.00) DOLLARS; and (ii)
be deemed to be purchasing the Property in an "AS IS" "WHERE IS" condition
without relying upon any representation or warranty made on the part of the
Seller, except as may be specifically provided for in this Agreement.
During the Inspection Period and thereafter, the Purchaser, Purchaser's
architects, surveyors, agents and engineers shall have the right, after twelve
(12) hours prior notice to the Seller, to go upon the Property and conduct any
and all surveys, marketing studies, soil tests, soil borings and similar
investigations as the Purchaser shall require, provided that the Purchaser shall
indemnify and save the Seller harmless with respect to any liabilities,
obligations, suits and demands arising out of or in connection with such
activities. In addition, prior to entry upon the Property by Purchaser and/or by
Purchaser's representatives, the Purchaser must obtain, and provide evidence of
same to the Seller, public liability insurance coverage (providing not less than
$1,000,000.00 of coverage) naming the Seller as an additional insured
thereunder. The Purchaser will immediately repair or cause to be repaired, any
damage to the Property occasioned by such activities.
SECTION VIII. CLOSING.
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The transactions contemplated by this Agreement shall be closed (the
"Closing") at the offices of LEOPOLD, KORN & LEOPOLD, P.A., 00000 Xxxxxxxx
Xxxxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000, commencing at 10:00 a.m. on the
date which will be one hundred twenty (120) days from the Effective Date;
provided, however, that the Purchaser, upon fifteen (15) days prior written
notice to the Seller, shall have the right to advance the date of Closing to an
earlier date.
SECTION IX. CLOSING DOCUMENTS.
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At the time of Closing, Seller shall execute and/or deliver to
Purchaser executed originals of the following documents:
A. Special Warranty Deed, in recordable form, conveying to the
Purchaser the fee simple interest of the Seller in and to the Property, subject
only to those matters of title which the
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Purchaser is required to acquire the Property subject to, as provided in Section
IV of this Agreement.
B. Assignment assigning to Purchaser all of Seller's rights, title and
interest in all of the documents delivered to Purchaser pursuant to Section VI
B, C, and D above, and certifying that all monies owed with respect to such
items have been paid in full.
C. Affidavit in form sufficient to allow the title agent to delete all
standard survey, construction lien and parties in possession exceptions from the
Commitment.
D. Closing Statement -- to be prepared by the joint efforts of the
Seller and the Purchaser by and through their respective attorneys.
E. Affidavit complying with the rules and regulations promulgated under
FIRPTA.
F. "Gap" Affidavit in form sufficient to allow the title agent to
delete the "gap" exception from the Commitment.
G. Assignment of all of the Seller's right, title and interest, if any,
in and to: (i) the Tangible and Intangible Personal Property; (ii) the Permits;
and (iii) the Documents.
H. Good Standing Certificate issued by the State of Nevada with respect
to the Seller.
I. Corporate resolutions required by the Purchaser and title agent
issuing the Commitment.
J. Such other documents as may be required by the title agent issuing
the Commitment to permit deletion of all Schedule B-1 Requirements from the
Commitment.
K. Intentionally Omitted.
L. Any other documents reasonably required by the applicable title
company to consummate the transactions contemplated by this Agreement.
At the time of Closing, Purchaser shall execute and/or deliver to Seller the
following:
A. The Cash to Close.
B. Closing Statement.
C. Any other documents reasonably necessary to consummate the
transactions contemplated by this Agreement.
SECTION X. POSSESSION.
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Possession of the Property shall be delivered to Purchaser on the date
of Closing vacant and free of all tenancies.
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SECTION XI. REPRESENTATIONS OF SELLER.
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The Seller hereby warrants and represents, to the best of its knowledge
and belief, the following to the Purchaser with the full understanding that the
Purchaser will rely upon said representations and warranties in closing the
transaction contemplated by this Agreement.
A. Seller has the full right, power and authority to own and convey the
Property without the need for further consents or authorizations. All necessary
authorizations and approvals on the part of the Seller have been obtained
authorizing the Seller to execute this Agreement and to consummate the
transactions contemplated hereby.
B. To Seller's knowledge, there are no suits (including, without
limitation, condemnation or eminent domain proceedings) or other legal
proceedings pending or threatened with respect to the Property or Seller. Seller
has not received any written or oral notice from any public or quasi-public
authority having powers of eminent domain or condemnation over the Property.
C. Seller is neither a foreign person or foreign corporation, as those
terms are defined in Section 7701 of the Internal Revenue Code of 1054, as
amended, and at Closing, the Seller will execute an affidavit confirming this
representation.
D. Seller represents that there are no contract rights, leases, use
rights or other rights of occupancy relating to the Property, nor any other
types of contracts relating to or affecting the Property.
E. Seller represents that Seller has received no written notice as to
any pending or proposed special assessments which would affect the Property.
F. Between the date of this Agreement and the date of Closing, the
Seller will not, without Purchaser's prior written consent, create or permit to
be created any encumbrances on the Property. For the purposes of this
subparagraph, the term "encumbrance" shall mean any liens, claims, options,
mortgages, encroachments, leases, easements, covenants, conditions or
restrictions.
G. Seller has no actual or constructive notice from any person or
entity that, with respect to the Property, it or any predecessor-in-title to the
Property, is or was in violation of any applicable state or federal
environmental law or regulation pertaining to Hazardous Substances or Wastes. As
used in this Agreement, "Hazardous Substances or Wastes" means any substance
identified as a hazardous substance or waste in the Comprehensive Environmental
Response Compensation and Liability Act of 1980 (commonly known as "CERCLA"), as
amended, the Superfund Amendment and Reauthorization Act (commonly known as
"XXXX"), the Resource Conservation and Recovery Act (commonly known as "RCRA")
or any applicable similar federal or state legislation regulating hazardous or
dangerous materials and substances.
H. Seller has no actual or constructive notice that there are any above
ground or underground storage tanks located upon the Property.
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I. Seller has no actual or constructive knowledge of any existing,
proposed or contemplated laws that would prevent the development of the Property
for residential use.
J. Intentionally Omitted.
The warranties and representations set forth hereinabove shall be
deemed to be remade as of the date of Closing and shall survive the Closing for
a period of twelve (12) months.
In the event that the Purchaser becomes aware prior to Closing that any
of the warranties or representation set forth in this Section XI, are untrue
(either at the time made or as the result of some change in facts occurring
after the execution of this Agreement but before Closing), then the Purchaser
shall promptly give written notice thereof to Seller and, after receipt of such
notice, Seller shall utilize its best efforts at its sole cost and expense,
including the institution and prosecution of appropriate suits, to render such
representation true and correct. Seller shall have at least thirty (30) days to
render such representation true and correct and the Closing shall be extended by
the number of days necessary to give Seller such time to perform. If Seller is
unable to render all such representations true and correct by Closing, as same
may have been extended as aforesaid, the Purchaser may either: (i) terminate
this Agreement and in such event all deposits placed hereunder by the Purchaser
(together with all interest earned thereon) shall be returned to the Purchaser
and the parties to this Agreement shall be relieved of all further obligations
under this Agreement; except for such obligations which are specified in this
Agreement to survive the termination of this Agreement; or (ii) elect to close
the contemplated transaction, notwithstanding the failure of such representation
and warranty, in which event such Closing shall be deemed as a waiver by the
Purchaser of the failure of such representation and warranty.
SECTION XII. TIME OF THE ESSENCE AND COOPERATION.
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Time of performance by each party of each and every provision or
covenant herein contained is of the essence of this Agreement. Any reference
herein to time periods of less than six (6) days shall, in the computation
thereof, exclude Saturdays, Sundays and legal holidays and any time period
provided for herein which shall end on a Saturday, Sunday or legal holiday,
shall extend to 5:00 p.m. of the next business day.
SECTION XIII. PRORATIONS AND ADJUSTMENTS.
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Real property taxes and assessments affecting the Property, based upon
the current year's assessment shall be prorated as of the Effective Date and if
the exact amount of the tax is unknown at the time of Closing, the same shall be
based upon the previous year's maximum discount amount and thereafter prorated
and adjusted between the parties when tax bills are issued (based on November
tax payment). In addition, all insurance premiums paid with respect to the
Property shall be prorated as of the Effective Date.
SECTION XIV. EXPENSES.
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Documentary stamps and surtax upon the Special Warranty Deed and the
cost of recording any corrective title instruments shall be paid for by Seller.
The cost to record the Special Warranty Deed, the cost of obtaining the
Commitment, the cost of obtaining the Survey
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and the premium for issuance of the Owner's Policy of Title Insurance shall be
paid for by the Purchaser.
SECTION XV. SPECIAL ASSESSMENT LIENS.
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Certified, confirmed and ratified special assessment liens as of the
date of Closing are to be paid by Seller. Pending liens as of the date of
Closing shall be assumed by the Purchaser, provided, however, that where the
improvement has been substantially completed as of the date of Closing such
pending lien shall be considered as certified, confirmed or ratified and Seller
shall, at Closing, be charged an amount equal to the last estimate by the public
body of the assessment for the improvement. Such estimate shall, at the request
of either party to the transaction, be readjusted upon receipt of the actual
billing.
SECTION XVI. CONDEMNATION.
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In the event that the Property, or any portion thereof is taken by
eminent domain prior to Closing, or any governmental authority shall have
notified Seller that it proposes to take the Property, or any portion thereof,
by eminent domain proceedings, then and in that event, the following shall
apply:
A. In the event that the eminent domain proceeding shall affect a minor
portion of the Property (and does not prevent construction of Townhomes pursuant
to the Approved Site Plan) then, and in that event, the Closing shall take place
in accordance with the provisions of this Agreement and, at the time of Closing,
Seller shall execute and deliver to Purchaser an assignment of the condemnation
award, in form and content reasonably satisfactory to the attorneys for the
Purchaser.
B. In the event that the eminent domain proceeding shall affect a major
portion of the Property (for the purposes hereof, a "major portion of the
Property" shall mean a taking which would, in Purchaser's reasonable judgment,
materially affect the future operation of the Property for the specific use
intended by the Purchaser), then, and in that event, the Purchaser shall have
the option of either canceling this Agreement and receiving the return of all
deposits heretofore tendered by the Purchaser (in which event this Agreement
shall be null and void except for such matters which survive termination of this
Agreement) or proceeding with the Closing, in which event, at the time of
Closing, Seller shall execute and deliver an assignment of the condemnation
award to the Purchaser in form and content reasonably satisfactory to the
attorneys for such Purchaser.
C. Seller shall promptly advise Purchaser of any notice of condemnation
that it may receive prior to Closing from any governmental or quasi-governmental
entity.
SECTION XVII. CONDITIONS TO PURCHASER'S OBLIGATIONS.
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The Purchaser's obligation to complete the Closing under this Agreement
is expressly conditioned upon the following, and the Purchaser shall have the
right, exercisable at any time and from to time, to waive any one or more of
such conditions without affecting any of the Purchaser's other rights,
conditions or obligations:
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A. All of the representations and warranties of the Seller herein shall
be true and correct as of the date of Closing; and
B. The Seller shall have performed all of the covenants and obligations
to be performed by the Seller under this Agreement.
SECTION XVIII. DEFAULT.
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If the Purchaser shall default with respect to its obligations
hereunder (and such default is not cured within five (5) days from the date the
Purchaser receives written notice of such default), all deposits heretofore
tendered or which should have been tendered by the Purchaser, together with all
interest earned thereon, shall be tendered to and shall be retained by the
Seller as full and complete liquidated damages, consideration for the execution
of this Agreement and in full settlement of any claims; whereupon all parties
shall be relieved of all further obligations under this Agreement (save and
except for all indemnification provisions contained in this Agreement which
shall continue in full force and effect and shall survive any termination of
this Agreement). If the Seller shall default with respect to its obligation
under this Agreement (and such default is not cured within five (5) days from
the date the Seller receives written notice of such default), the Purchaser may
only seek specific performance of the Seller's obligations hereunder or elect to
receive the return of the Deposit, together with all interest earned thereon. In
no manner and in no event shall the Purchaser have the right to recover damages
from the Seller arising from any default by the Seller with respect to the
Seller's obligations under this Agreement. The remedies set forth in this
Section XVIII shall be the Seller's and the Purchaser's sole and exclusive
remedies.
SECTION XIX. NOTICES.
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Notice (the "Notice") to either party hereto shall be in writing and
shall be deemed duly given if sent (i) by United States mail, certified or
registered, return receipt requested, with postage prepaid, (ii) by a reputable
courier service (such as Federal Express), or (iii) by telex or telecopy, in
which event a photocopy of the Notice shall be sent by first class, registered
or certified mail or by a reputable courier service (such as Federal Express)
within twenty-four (24) hours after the telex or telecopy. In each event, the
Notice shall be addressed or sent by facsimile as follows:
PURCHASER: BAY HARBOR ISLAND ASSOCIATES, L.P.
000 X. XXXXX XXXXXX
XXXXX 000
XXXXXXXXXXXX, XX 00000
ATTENTION: XXXXXX X. XXXXXXXXXXX
Telephone No.: 000-000-0000
Facsimile No.: 215-772-9520
With a Copy to: XXXXX X. XXXXXX, ESQUIRE
XXXXX XXXXX XXXXXX & XXXXXX, LLP
000 X. XXXXX XXXXXX
0
XXXXX 000
XXXXXXXXXXXX, XX 00000
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
SELLER: NATIONAL RESIDENCE PROPERTIES
0000 XXX XXXX #000
XXXXX XXXXXX, XX 00000
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
Attention: XXXXXXX XXXXXX, President
With a Copy To: LEOPOLD, KORN & LEOPOLD, P.A.
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Attention: XXXX X. XXXX, Esquire
SECTION XX. BROKERS.
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The parties each represent and warrant to the other that no real estate
broker, salesman or finder has been involved in this transaction. If a claim for
brokerage in connection with the transaction is made by any broker, salesman or
finder, claiming to have dealt through or on behalf of one of the parties hereto
(the "Indemnitor"), said Indemnitor shall indemnify, defend and hold the other
party hereunder, and such other party's officers, directors, partners, agents
and representatives (collectively the "Indemnitee") harmless from all
liabilities, damages, claims, costs, fees and expenses whatsoever (including
reasonable attorneys' fees and court costs) with respect to said claim for
brokerage. The provisions of this paragraph shall survive the closing of the
transactions contemplated by this Agreement or the earlier termination of this
Agreement.
SECTION XXI. ESCROW AGENT.
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The Escrow Agent shall immediately deposit for collection and shall
hold all Deposits delivered to Escrow Agent. Escrow Agent shall not be
accountable for the yield earned on such escrow account, except for interest
actually earned.
If there is any dispute as to whether the Escrow Agent is obligated to
deliver any monies which it holds or to whom said monies are to be delivered,
the Escrow Agent shall not be obligated to make any delivery, but in such event
the Escrow Agent may hold same until receipt by the Escrow Agent of an
authorization in writing signed by all of the parties having an interest in such
dispute directing the disposition of same; or, in the absence of such
authorization, the Escrow Agent may hold such monies with interest thereon until
the final determination of the rights of the parties pursuant to appropriate
legal proceedings. If such written authorization is
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not given or such legal proceeding for determination not commenced and
diligently continued, the Escrow Agent may bring an appropriate action or
proceeding for leave to deposit the monies it holds in escrow in court, pending
such determination. In the event the Escrow Agent places the monies it holds in
escrow in the registry of the Court having jurisdiction with regard to this
transaction and files en action of interpleader naming the parties hereto, the
Escrow Agent shall be released and relieved from any and all further obligations
and liability hereunder. The Escrow Agent shall not be responsible for any acts
or omissions except for willful misconduct or gross negligence. In the event of
any dispute with regard to the monies which are being held by Escrow Agent, then
with respect to the costs and expenses incurred by Escrow Agent in connection
with the filing of an interpleader action (including, but not limited to,
reasonable attorneys' and paralegals' fees for Escrow Agent's attorneys) the
non-prevailing party hereby indemnifies and holds Escrow Agent harmless from all
loss, cost or expense including, but not limited to, attorneys' fees and court
costs through all trial and appellate levels incurred by Escrow Agent in
connection with this Agreement.
SECTION XXII. MISCELLANEOUS PROVISIONS.
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A. The term "Effective Date", as used within this Agreement, shall be
the date when this Agreement shall have been fully executed by both the Seller
and the Purchaser and an executed copy of this Agreement has been received by
both the Seller and the Purchaser.
B. At Closing, the Purchaser shall reimburse the Seller for the
following items, fees, costs and expenses, as set forth on Schedule "A" attached
hereto and made a part hereof:
1. All fees and costs paid by the Seller to Xxxxx Xxxxx,
Xxxxxx Xxxxxxx and the law firm of Bercow & Xxxxxx (and/or to entities
associated with each of the foregoing) in relation to the development of the
Property.
2. All loan extension fees, closing costs, lender's attorney
fees for extensions (such fees and closing costs not to exceed $12,500.00) and
interest payments tendered by the Seller to the holders of the first mortgage
and the second mortgage encumbering the Property , from and after March 29,
2005.
C. THE PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE WARRANTIES
SET FORTH HEREIN AND IN THE CLOSING DOCUMENTS, PURCHASER SHALL ACCEPT THE
PROPERTY BEING PURCHASED IN AN "AS IS" AND "WHERE IS" CONDITION WITH ALL FAULTS
AND THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, COLLATERAL
TO OR AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY OR HABITABILITY. THE TERMS AND PROVISIONS OF THIS PARAGRAPH
SHALL SURVIVE CLOSING.
D. This Agreement constitutes the entire agreement and understanding
between the parties with respect to the subject matter hereof and may not be
amended, modified, altered or changed in any respect whatsoever except by
further agreement in writing duly executed by the parties hereto.
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E. The captions of this Agreement are for convenience and reference
only and in no way define, describe, extend or limit the scope or intent of this
Agreement or the intent of any provision hereof.
F. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and personal
representatives. Wherever the context permits, singular shall include the plural
and vice versa and one gender shall include all genders.
G. This Agreement shall be governed in its enforcement and construction
and interpretation by the laws of the State of Florida. All of the parties to
this Agreement have participated fully in the negotiation and preparation hereof
and, accordingly, this Agreement shall not be more strictly construed against
any one of the parties hereto.
H. This Agreement may be executed in counterparts by the parties hereto
and each shall be considered an original insofar as the parties hereto are
concerned but together said counterparts shall comprise only one agreement.
I. The rights of the Purchaser hereunder shall be assignable only with
the prior written consent of the Seller, which prior written consent shall not
be unreasonably withheld or delayed, except that the rights of the Purchaser
hereunder shall be assignable to an entity which is a subsidiary or an affiliate
of the Purchaser without the necessity of obtaining the prior written consent of
the Seller.
J. All of the Exhibits attached to this Agreement are incorporated
into, and made a part of, this Agreement.
K. In the event any term or provision of this Agreement shall be
determined by appropriate judicial authority to be illegal or otherwise invalid,
such provision shall be given its nearest legal meaning or be construed as
deleted as such authority determines, and the remainder of this Agreement shall
be construed to be in full force and effect.
L. 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 found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county public health
unit.
(SIGNATURES CONTAINED ON THE FOLLOWING PAGE)
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Signed, Sealed and Delivered SELLER:
in the Presence of:
NATIONAL RESIDENTIAL PROPERTIES,
INC, a Nevada corporation
/s/ XXXXXXX XXXXXX
President
PURCHASER:
RAY HARBOR ISLAND ASSOCIATES, L.P.
BY: B.H.I. LLC
/s/ XXXXXX X. XXXXXXXXXXX
--------------------------------------
Xxxxxx X. Xxxxxxxxxxx, Managing Member
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