Purchase and Sale Agreement 0. 12 *0 ?go -98
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (the "Agreement"), dateds� �+ ��'',�''''{{ ?+ , 1998 by and between
POLKIN, INC., a Florida corporation ( "Seller "), and MIAMI BEACH RED ELO AGENCY, a Florida
municipal corporation ( "Buyer"):
WITNESSETH:
In consideration of the mutual agreements herein set forth the parties hereto agree as follows:
1. Definitions. The following terms when used in this agreement shall have the following meanings:
1.1 "Acceptance Date" means the Effective Date.
1.2 "Buyer" means Miami Beach Redevelopment Agency, a Florida municipal corporation.
1.3 "Cash to Close" means the balance of the Purchase Price subject to the adjustments and
prorations as hereinafter described.
1.4 "Closing" or "Close" means the delivery of the Deed and other closing documents to Buyer
concurrently with the delivery of the Purchase Price to the Seller as hereinafter provided.
1.5 "Closing Date" means fw.t 4 1998 at 10:00 a.m., or such other date and time as may be ■xtig
determined in accordance with this Agreement.
1.6 "Deed" means the Statutory Warranty Deed which conveys the Property from Seller to Buyer.
1.7 "Effective Date" means the latest date this Agreement is executed by either Buyer or Seller,
notwithstanding that this Agreement shall have been dated the date first written above.
1.8 "Governmental Authority(ies)" means any federal, state, county, municipal or other governmental
department, entity, authority, commission, board, bureau, court, agency or any instrumentality of
any of them which has jurisdiction over the Seller, the Buyer, or the Property.
1.9 "Governmental Requirements(s)" means any law, enactment, statute, code, ordinance, rule,
regulation, judgment, decree, writ, injunction, franchise, permit, certificate, license, authorizatio, i,
agreement, or other direction or requirement of any Governmental Authority now existing or
hereafter enacted, adopted, promulgated, entered, or issued applicable to the Seller, the Buyer, or
the Property or to any appurtenance, structure, use or facility, on or adjacent to, or proposed for,
the Property.
1.10 "Permitted Exceptions" means those matters set forth in Title Commitment No. C- 2602785 issued
by Attorney's Title Fund, Inc., attached hereto as Exhibit "A" and by this reference made a part
hereof.
1.11 "Property "means the land located at 224 23rd Street, Miami Beach, Florida, and legally described
as Lots 7, 9 and 11, less the northern 10 feet for right -of -way, and the northern 25 feet of Lots 10
and 12, Block 2, Miami Beach Improvement Company Subdivision, as recorded in Plat Book 5,
Page 7 of the Public Records of Dade County, Florida (the "Land "), together with the Property
Rights (as defined herein). Tax Folio No. 02- 3226- 001 -0460.
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1.12 "Property Rights" means all of Seller's right, title and interest, if any, in and to: all site
improvements of the Land: all tenements, hereditaments, rights, privileges and appurtenances
relating or belonging to the Land or in anywise appertaining; any and all easements; all water and
sewer access and water and sewer use rights and allocations; all storm water drainage, use rights
and allocations; all utility hookup and service rights; all grants, rights or ot agreements affecting
the land or comprising the Permitted Exceptions; all permits, licenses and grants of right, now
existing or hereafter arising with respect to the Land; any land Tying in the bed of any street, road
or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof, and to
any strips or gores adjoining the land or any part thereof and, subject to the provisions of this
Agreement, any and all sums of money and rights to receive money which Seller has or may acquire
by reason of the taking by lawful authority throughout exercise of eminent domain or deed or
agreement in lieu thereof of any rights, property or thing of value described herein or any part
thereof, including any award or payment made or to be made by reason of the change of grade of
any street. Seller shall execute and deliver to Buyer, at Closing and any time thereafter on demand,
all proper instruments for the conveyance and assignment of such title and the assignment and
collection of any such award, which conveyance shall be free and clear of any liens, claims,
outstanding bills and encumbrances.
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1 13 "Seller" means Polkin, Inc., a Florida corporation.
1.14 "Title Commitment" means that Title Insurance Commitment to be issued by the Title Company
through its duly authorized agent as selected by Buyer proposing to insure Buyer's purchase of the
Property. Buyer may use a pro forma commitment or status of title report as the Title Commitment.
1.15 "Title Company" means such ALTA member title underwriter selected I:y Buyer.
1.16 "Title Policy" means an ALTA Form B (most current marketability form) owners title insurance
policy, issued pursuant to the Title Commitment, with the standard exceptions deleted including for
survey matters, the gap, parties in possession and liens, which title policy shall be in the amount
of the Purchase Price, insuring Buyer's title to the Property, subject only to the Permitted
Exceptions.
2. Purchase and Sale. Seller agrees to sell and convey the Property to Buyer and Buyer agrees to purchase
and acquire the Property from Seller on the terms and conditions herein set forth.
3. Purchase Price. The Purchase Price shall be $670,000, subject to prorations and adjustments.
4. Evidence of Title.
4.1 Title Commitment. Buyer acknowledges that it has obtained a Title Commitment for the full
amount of the purchase price and providing for the Title Company to insure the "gap" upon delivery
of appropriate documentation by Seller and the deletion of the standard !printed exceptions upon
delivery of the customary documentation from Seller.
4.2 Title Policy. The Title Policy shall be issued by Gerald K. Schwartz, Esq., 1101 Brickell Avenue,
Suite M -100, Miami, Florida 33131, as agent for the Title Company, pursuant to the terms of the
Title Commitment, as endorsed by any endorsements issued subsequent to the effective date of
the Title Commitment. All costs and expenses relating directly to the Title Commitment (excluding
the costs related to curing, removing and satisfying title objections), any endorsements, and the Title
Policy premium, shall be paid by Buyer.
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4.3 Survey.
A. Buyer acknowledges that it has received a copy of any survey of the land. Prior to dosing,
the Buyer may obtain, at its expense, one or more surveys (the "Survey ") of the Land
containing such details and certifications, and prepared under such format, as Buyer may
require. At Buyer's option, the Survey may be updated to show the location of any title
matter of record, whether or not same are Permitted Exceptions, and such other matters
as requested by Buyer or Title Company.
B. If the Survey (or any update thereof) shows any encroachment on the Land, or that any
improvement located on the Land encroaches on the land of others, or if the survey shows
any other defect or objection to Buyer, including any matter which would affect either the
marketability of title to the Property or the use of the Property. Buyer may elect, in its sole
and absolute discretion, to cancel this Agreement prior to closing or may Close.
5. Inspections and Condition in Which Property is Being Sold.
5.1 Buyer represents that it has made an inspection of the Property prior to the date of this Agreement.
Seller makes no warranties as to the condition of the Property except as s pecifically set forth in this
Agreement. Notwithstanding the foregoing, Buyer may reinspect the condition of the Property on
or before the Closing Date and Buyer may terminate this Agreement if, in Buyer's reasonable
judgment, there is any adverse condition of the Property revealed by such reinspection which arose
after the expiration of the Diligence Period.
5.2 The Property, including the building thereon and any contents thereof, are being sold "as is." Buyer
acknowledges that the building is in need of repair and under these circumstances the Seller and
Buyer hereby agree that the Seller may prohibit access for anyone for ? ny purpose to enter the
building and the Property, other than for inspections to which the Buyer is entitled under this
Agreement (at which times a representative of the Seller shall be present), until legal title has been
transferred to the Buyer at the Closing. The sale of the Property is expressly not contingent on the
condition of the building, improvements, structure or contents thereof. This Agreement does not
require the Seller to secure the building, roof, windows or doors.
6. Seller's Representations and Warranties. Seller hereby represents and warrants to the Buyer the
following matters. The representations and warranties shall all be true and correct as of Closing and shall
be certified, confirmed and updated by the Seller at Closing by delivery of a Certificate as of the Closing Date
in a form reasonably acceptable to Buyer as of and through the date of Closing and as an inducement to
the Buyer to Close under this Agreement.
6.1 Seller's Authority and Performance. Seller has legal right and ability to 5 ell the Property pursuant
to this Agreement. The execution and delivery of this Agreement by Seller and the consummation
by Seller of the transaction contemplated by this Agreement is within Seller's capacity and all
requisite action, corporate and otherwise, has been taken to make this Agreement valid and binding
on Seller and its partners and their respective officers, directors, share olders and creditors, in
accordance with its terms. Seller is not a foreign entity and there is no requirement for withholding
of any portion of the Purchase Price for Federal income tax purposes and an appropriate affidavit
to the foregoing effect will be delivered at Closing. Seller will promptly pay for, perform and comply
with all covenants, agreements, representations and warranties contained in this Agreement.
6.2 No Legal Bar. The execution by Seller of this Agreement and the consummation by Seller of the
transactions hereby contemplated does not, and on the Closing Date will rot, result in a breach of,
or default under, any indenture, agreement, lease, instrument or obligation to which Seller is a party
F WTTO\LEVLWGREEMNTUQNG2 PUR Page 3
and which affects all or any portion o the Property, or to Seller's knowledge, constitutes a violation
of any Governmental Requirement. To Seller's knowledge, the Property is not the subject of a right
of first refusal, option, lease, use agreement, or agreement to purchase, or any restriction on sale
in favor of any other person or entity.
6.3 No Default or Insolvency. Seller is not in default under any indenture, mortgage, deed of trust,
loan agreement, lease or other agreement or obligation to which Seller i: a party or which affects
any portion of the Property. Seller is not insolvent and will not be rendered insolvent by this
Agreement or the consummation of the transactions contemplated hereby.
6.4 Title. Seller is the owner of the Property in fee simple absolute and has good and marketable title
to the Property, free and clear of all liens, encumbrances and restrictior s of any kind, except the
Permitted Exceptions and encumbrances of record which will be paid by Seller from its own funds
at Closing or from the funds delivered by Buyer at Closing. The Seller is not a party to, and the
Property is not affected by, any service, maintenance or property management agreement,
declaration of condominium, homeowner's agreement, restrictive covenants, or any contract or other
agreement of any kind except those described in the Permitted Exceptions, and no spch
agreements and documents will be binding upon the Property or the Buyer of the Property after
Closing. The total of all debts, mortgages, liens and encumbrances affecting the Property are Tess
than the Purchase Price and the Cash to Close shall be applied to satisfy and fully pay for all such
times before any distribution thereof to Seller. Seller shall not further encumber, mortgage or lien
the Property in any respect which would prevent Closing in accordance with the terms of this
Agreement.
6.5 Litigation. There are no actions, suits, violations, citations, claims, notices, proceedings or
investigations pending or, to the knowledge of Seller, threatened against Seller or the Property
affecting any portion of the Property.
6.6 Environmental Condition and Environmental Audit. Seller has not recaived any notice from any
person, entity or Governmental Authority regarding any actual or potential adverse environmental
condition or any Adverse Environmental Substances on, about or under the Property. As a
condition to closing, there shall not be used, manufactured, located, storec or disposed of on, under
or about the Property any Adverse Environmental Substances. The term "Adverse Environmental
Substances" is defined to mean asbestos, radon, PCB's, oil or other petroleum based products,
chemicals, any noxious, hazardous, offensive, explosive or toxic substances or water, or any
"Hazardous Materials" or "Toxic Substances," as such terms are defined in the Comprehen4ive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. 9601
et. seq., Hazardous Materials Transportation, 49 U.S.C. 1801, et. seq., the Resource Conservation
and Recovery Act., 42 U.S.C. 6901, et. seq., and in the regulations adopted in publications
promulgated pursuant to any of the above stated laws, which remains on the Property or which
would require any cleanup, treatment or other action pursuant to any applicable law or any
environmental audit of the Property.
Notwithstanding anything to the contrary contained herein, Buyer acknowledges that it has
performed such environmental testing of the Land as it deemed nece sary for the purposes of
this transaction, and Buyer agrees to purchase said Land in "as is" condition. Seller shall not
bear any responsibility for environmental remediation, if any, other than fora ,breach of the
representation contained in the immediately preceding paragraph.
6.7 Parties in Possession. There are no parties other than Seller in possession or having a right to
possession of any portion of the Property other than Buyer in accordanc3 with this Agreement.
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6.8 No Other Representations and Warranties. Except as expressly set forth in this Agreement,
Seller has not made any warranties or representations concerning the Pn)perty or any component
therein, including, without limitation, the condition of Property and any improvements located
thereon, the concurrency status of the Property, the zoning or other land use restrictions affecting
the property, the compliance of the Property or any part thereof with any Governmental
Requirement, the use or existence or prior use or existence of Hazardous aterials on the Property;
or the accuracy or completeness of any statement or other matter previ usly disclosed to Buyer.
Except as specifically provided for in this Agreement, there are no expres ed or implied warranties
given to Buyer in connection with the sale of the Property. Except as xpressly set forth in this
Agreement, Seller does hereby disclaim any and all warranties of merchantability, habitability and
fitness that may be due from Seller to Buyer.
6.9 Survival. The aforementioned representations shall be true as of Closing and shall expressly
survive the Closing and the Closing shall not be demand a waiver of any remedies for Seller not
having completed or rendered true and correct any particular representation or warranty.
7. Buyer's Remedies for Seller's Failure of a Representation or Warranty.
7.1 If any representations or warranty set forth in this Agreement is not true and correct, then Seller
shall notify Buyer in writing within two (2) days after Seller ascertains such condition, but in any
event by Closing.
7.2 If, at Closing, any of Seller's representations or warranties set forth in this Agreement are not true,
then Buyer may either; (a) terminate this Agreement by written notice thereof to Seller, in which
event all monies expended by Buyer in connection with this Agreement (including, but not limited
to, inspections, environmental assessments, surveys and title examinations), shall be paid by Seller
to Buyer upon demand, and shall in no event exceed $5,000 and which written notice shall include
such supporting data as reasonably necessary, and thereupon the parties shall be relieved of all
further obligations under this Agreement; or (b) elect to close under this Agreement notwithstanding
the failure of such representation or warranty, provided, however, that any such election by Buyer
shall not be a waiver of, and Seller shall remain obligated under, any of the other provisions of this
Agreement including those relating to curing and paying for any title objections and the provisions
relating to a Seller default.
7.3 Seller's representations and warranties under this Paragraph 7 shall survive Closing.
8. Agreement in Lieu of Condemnation. Buyer represents and warrants to Seller that the Property i 3 a
proposed site for condemnation by Buyer, and that if this transaction shall Close in accordance with :he
terms of this Agreement, then the purchase of the Property hereunder shall occur in lieu of E iny
condemnation by the Buyer. The Seller is selling the Property in lieu of eminent domain condemnation.
9. Buyer's Representations and Warranties. Buyer hereby represents and warrants to the Seller as of the
Effective Date and as of the Closing Date that Buyer has full and complete a uthority to purchase the
Property and to comply with the terms of this Agreement, and the execution and delivery of this Agreement
by Buyer and the consummation by Buyer of the transactions hereby contemplated are within Buyer's
capacity and all requisite action has been taken to make this Agreement valid and binding on Buyer in
accordance with its terms.
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10. Closing. The Closing shall commence at 10:00 a.m. on the Closing Date and sha l take place at the office
of Buyer's attorney in Dade County, Florida, or at such other place and time as shall be mutually agreed
upon by Buyer and Seller.
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11. Seller's Closing Documents. At Closing, Seller shall deliver the following documents ( "Seller's Closing
Documents ") to Buyer or Buyer's Attorney and title agent. Copies of Seller's Closing Documents shah be
delivered to Buyer or Buyer's Attorney and title agent for review and approval a': least three (3) business
days prior to the Closing Date.
11.1 Deed. The Deed which shall be duly executed and acknowledged by Seller yeller so as to conve■( to
Buyer good and marketable fee simple title to the Property free and clear of all liens, encumbran :es
and other conditions of title other than the Permitted Exceptions.
11.2 Lien Affidavit. A lien affidavit in form reasonably required by Buyer attesting that, among other
things, (a) no individual, entity or Governmental Authority has any claim against the Property under
the applicable construction hen law, (b) no individual, entity or Governmental Authority is either in
possession of the Property or has a possessory interest or claim in the P'operty, other than Buyer
in accordance with this Agreement, (c) no improvements to the Property have bee made for wh ich
payment in full has not been made, and (d) the property is free of all lines, claims :Ind
encumbrances (other that the Permitted Encumbrances), and there are no outstanding bills
pertaining thereto.
11.3 Gap Affidavit. An affidavit in form and content reasonably satisfactory to the Title Comparn' to
facilitate the insuring of the "gap;" i.e., the deleting as an exception to the Title Commitment of any
matters appearing between the effective date of the Title Commitment and the effective date of the
Title Policy.
11.4 FIRPTA. A FIRPTA Non - Foreign Entity Transferor Certificate, Exemption Certificate or provide for
withholdings, in accordance with Section 1445 of the Internal Revenue Code. {.
11.5 Form 1099 -B. Such federal income tax reports respecting the sale of the property as are required
by the Internal Revenue Code of 1986, as amended.
11.6 B -I Requirements. Any documents required in Schedule B -I of the title Commitment with the
exception of any documents pertaining to the Buyer.
11.7 Representations and Warranties Certificate. A certificate of the Seller's President restating and
confirming and certifying the truth and accuracy of, and the full payment and performance of, a I of
Seller's representations and warranties contained in this Agreement as of the Closing Date.
11.8 Resolution. A certified resolution and incumbency certificate of the Seller (including Seller's
directors and shareholders), authorizing the entering into, execution and consummation of this
Agreement, and the consummation of the transactions herein contemplated and the incumbent
officers, as applicable, authorized to execute documents for Seller.
11.9 Organizational Documents. A certificate of good standing and certified copies of the
organizational documents, and as needed any document evidencing the qualifications to do
business in Florida and any other documents reasonably required by Buye r and the Title Company.
11.10 Other Documents. Any other documents required by this Agreement which Seller is obligated to
deliver or to cause to be delivered and any other documents reasonably required by Buyer and the
Title Company.
12. Buyer's Closing Documents. At Closing, the Buyer shall deliver the following documents ("Buyers Closing
Documents "). Copies of Buyer's closing Documents shall be delivered to Seller or Seller's Attorney for
review and approval not less than three (3) business days prior to the Closing Date.
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12.1 Certification. A certificate of Buyer authorizing the entering into and execution of this Agreement
and the consummation of the transaction herein contemplated.
12.2 Closing Statement. A Closing Statement showing all credits, costs, charges and other matters
relating to the Property as set forth in this Agreement, including a to ) : proration agreement to
incorporate the obligations set forth in Paragraph 14.1 of this Agreemen :.
12.3 Representations and Warranties Certificate. A certificate confirming the status of all of Buyer's
representations and warranties as of the Date of Closing.
12.4 Cash to Close. The total amount of the Purchase Price, subject to prorations and adjustments.
13. Closing Procedure. The Closing shall proceed in the following manner:
13.1 Transfer of Funds. At Closing, Buyer shall wire transfer to Seller the Cash to Close or pay same
by check.
13.2 Delivery of Documents. Buyer shall deliver Buyer's Closing Documents and Seller shall deliver
Seller's Closing Documents to one another at Closing.
14. Closing Costs, Taxes, Prorations.
14.1 Taxes. Real estate taxes ( "taxes ") shall be prorated as of Closing with maximum discount taken.
Taxes shall be prorated based on amounts for the current year, except teat if tax amounts for the
current year are not available, prorations shall be made based on the taxes for the preceding year,
with maximum discount taken. If, subsequent to Closing, taxes for the year of Closing are
determined to be higher or lower than as prorated, a re- proration and acljustm nt will be made at
the request of Buyer or Seller upon presentation of the actual tax bill, and any p ' yment requirec as
a result of the re- proration shall be made within ten (1) days following demand therefore.
14.2 Seller's Closing Costs. Seller shall pay for the following items from its own funds at or befDre
Closing:
(a) All certified, confirmed or ratified special assessment liens though the date of Closing. If
the improvements pertain to governmental improvements which improvements have been
substantially completed as of the Effective Date, such liens shall be considered as certified,
confirmed or ratified and Seller shall, at Closing be charged with an amount equal to the last
estimate of the applicable governmental body of the amount of t ie assessment;
(b) Matters required to be paid to obtain clear title subject to the limitations contained in Article
4;
(d) Documentary stamp tax and surtax to be affixed on the Deed.
14 3 Buyer's Closing Costs. Buyer shall pay for the following items at the time of Closing:
(a) the cost of recording the Deed;
(b) the premium for the Title Policy;
(c) the costs for Buyer's survey.
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15. Possession. Full and complete possession of the Property shall be delivered to Buyer at Closing.
16. Default. I'
16.1 Buyer's Default. If this transaction fails to close due to a refusal or defau t by Buyer, and provided
Seller is not in default of this Agreement and all conditions precedent to Closing are satisfied, the
Seller shall give written notice to Buyer of each default and Buyer shall have ten (10) days to cure
such default, excepting that Buyer shall not be entitled to any notice if It fails to close the wi :hin
transaction on the Closing Date. If Buyer defaults by failing to close the within transaction on the
Closing Date, and provided such failure to close is not due to a Seller default, then the Buyer snail
be deemed in default hereunder without any further notice or right to cure. If Buyer so defaults and
the default is not timely cured, then theBuyer shall be deemed in defaL It hereunder without any
further notice or right to cure. If Buyer so defaults and the default is not timely cured, then Seller
shall have the right to exercise any or all legal remedies, including, but lot limited to, the right to
compel specific performance.
16.2 Seller's Default. If this transaction fails to close due to a refusal or default by Seller, Buyer shall
give written notice to Seller of such default and Seller shall have ten (10) says to cure such default,
excepting that Seller shall not be entitled to any notice if it fails to close th withi transaction on the
Closing Date. If Seller defaults by failing to close the within transaction n th ' Closing Date, sand
provided such failure to close is not due to a Buyer default, then the eller hall be deemed in
default hereunder without any further notice or right to cure. If Seller so efaults and the default is
not timely cured, then Buyer shall have the right to exercise any or all leg I remedies, including, but
not limited to, the right to compel specific performance.
17. Real Estate Brokers. Seller and Buyer represent and warrant to each other that neither of them has dealt
or consulted with any real estate brokers, salesmen or finders in connection with this trarroaction. Seller and
Buyer hereby mutually agree to indemnify, save and hold each other harmless from and against any and
all losses, damages, claims, costs and expenses (including attorney's fees and exp nses) in any way
resulting form or connected with any claims or suits for a broker's or salesman's com ission, finder's fee
or other like compensation, made or brought by any person or entity resulting from its ' n acts, except as
aforesaid. This provision shall survive Closing and the delivery of the Deed to B,.iyer.
18. Notices. Any notices required to be given by the terms of this Agreement or under any applicable law by
either party shall be in writing and shall be either hand - delivered or sent by certified or registered nail,
postage prepaid, return receipt requested, or sent via Federal Express or other similar courier service, and
such notice shall be deemed to have been given when postmarked, when hand - delivered or when sent via
courier service in accordance with the terms of this Paragraph. Such written notice shall be addressed as
follows'
To The Buyer: MIAMI BEACH REDEVELOPMENT AGENCY
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Executive Director
Office: (305) 673 -7010
Fax: (305) 673 -7002
with a copy to: Murray H. Dubbin, General Counsel
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Office: (305) 673 -7470
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GREEMNTCING2.PUR Page 8 1
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Fax: (305) 673 -7002
To the Seller: Mr. John King
President
POLKIN, INC.
P.O. Box 161379
Miami, FL 33116
Office: (305) 762 -8308
Notice delivered to counsel for a party shall be deemed delivery of notice to the party.
19. Assignment. This Agreement is not assignable by Seller.
20. Radon Gas. Notice to prospective purchaser. Radon gas is a naturally occuring radioactive gas that, when
it has accumulated in a building in sufficient quantities, may present a health risk to persons who are
exposed to it over time. Levels of radon that exceed federal and state guide) nes have been found in
buildings in Florida. Additional information regarding radon and radon testing may be obtained from ycur
county health unit, pursuant to Section 404.056(8), Florida Statutes.
21. Miscellaneous. All of the provisions of this Paragraph shall be deemed to survi ✓e Closing,
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21.1 Counterparts. This Agreement may be executed in any number of tour terparts, any one anc all
of which shall constitute the Agreement of the parties. The paragraph headings herein contained
are for the purposes of identification only and shall not be considered in construing this Agreement.
21.2 Amendment. No modification or amendment of this Agreement shall be of any force or eftect
unless in writing executed by both Seller and Buyer.
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21.3 Attorneys' Fees. If any party obtains a judgment against any other party by reason of any litigation
arising out of this Agreement, reasonable attorney's fees and costs may be recovered and may be
included in such judgment.
21.4 Governing Law and Venue. This Agreement shall be interpreted in accordance with the law• of
the State of Florida, both substantive and remedial. Venue shall be in Dade County, Florida.
21.5 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon he
successors and permitted assignees of the parties hereto.
21.6 Computation of Dates. If any date computed in the manner herein set forth fall- on a legal holiday
or non - business day or non - banking day, then such date shall be extended to the first business (lay
following said legal holiday or non - business day or non - banking day.
21.7 Time is of the Essence. Time is of the essence with respect to all items 5 tated 'n this Agreement.
Failure of either party to close this transaction on the Closing Date without default on the part of 1 he
other party shall be considered a default in this Agreement. The provisior s herein contained shall
be strictly construed for the reason that both parties intend that all time periods provided for in t -iis
Agreement shall be strictly adhered to.
21.8 No Recordation of Agreement. This Agreement may not be recorded in any Public Records,
21.9 Further Assurances. Each of the parties hereto, without further consideration, agrees to execute
and delver such other documents, and to take such other action, whether prior or subsequent t o
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