Reso 2009-1452 - Laserfiche WebLink

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Purchaser at Closing. The Deposit shall be credited against the Purchase Price at Closing, and shall be otherwise subject to the terms and conditions contained herein. 3. Purchase Price; Manner of Payment. The purchase price ("Purchase Price") to be paid by Purchaser to Seller for the Property shall be the sum of FOUR MILLION EIGHT HUNDRED THOUSAND DOLLARS ($4,800,000.00), subject to credits, prorations and adjustments as provided in this Agreement. The Purchase Price shall be payable by Purchaser to Seller at the Closing. The purchase price shall be paid by Purchaser in an installment basis with TWO MILLION ONE HUNDRED THOUSAND DOLLARS ($2,100,000.00) due and payable at Closing (subject to credits, prorations and adjustments) and TWO MILLION SEVEN HUNDRED THOUSAND DOLLARS ($2,700,000.00) due and payable within 2 (two) years from the date of Closing. The Purchaser shall execute a Promisory Note with respect to a final payment of Two Million Seven Hundred Thousand Dollars ($2,700,000.00) Purchaser agrees to pay fifty percent (50%) of the Note within one (l) year of closing. Purchaser further agrees to pay the remaining 50% of the Note within a year of making the initial payment on the Note. Purchaser shall execute a First Mortgage in favor of Seller which will secure Purchaser's payment of the Promissory Note. The Purchaser and Seller acknowledge and accept that the Promissory Note and Mortgage will wrap an existing Mortgage issued by Seller to Mark Shantzis. Seller shall be obligated to continue to pay and to satisfy the existing mortgage no later than April 30, 2012 or expiration of the leaseback agreement. The Purchaser and Seller agree that there shall be no pre-payment penalty in the event the Seller request final payment before expiration of the installment period. 4. Title and Survey. (a) Within thirty (30) days of the Effective Date (hereinafter defined), Purchaser shall obtain the following: (i) a title report issued by a title insurance company acceptable to Purchaser ("Title Company") enabling a title agent selected by Purchaser to issue an AL T A Form B title insurance commitment ("Commitment") covering the Realty, whereby the Title Company agrees to issue an AL T A Form B owner's policy of title insurance ("Title Policy") in the amount of the Purchase Price at Closing, subject only to the matters ("Acceptable Exceptions") which do not adversely affect marketability (as determined by the standards adopted by the Florida Bar) of title to the Realty or affect the ability of Purchaser to utilize the Property and develop the Property for municipal and public use purposes to the extent permitted by law ("Proposed Improvements"), and (ii) hard copies of all exceptions to title set forth in the Commitment (collectively, the "Title Evidence"). Purchaser may select its own title agent. (b) Purchaser shall have the right, at its option, at Purchaser's sole cost and expense, to obtain an up to date survey of the Realty (certified to a date after the Effective Date) prepared in accordance with the minimum technical standards imposed by the Florida Board of Land Surveyors and signed under seal, which survey shall be certified to Purchaser and the Title Company ("Survey"). If obtained by Purchaser, the Survey shall be considered as a part of the Title Evidence for purposes of this Paragraph 4. (c) Purchaser shall review the Title Evidence and shall, within thirty (30) days following receipt of the Title Evidence, notify Seller in writing ("Title Obiection Notice") of any matters in the Title Evidence adversely affecting the marketability (as determined by the standards adopted by the Florida Bar) of title to the Realty or affecting the ability of Purchaser to utilize the Property and develop the Proposed Improvements thereon ("Title Defects"). Upon 2 ~j)~