Reso 2012-1901 - Laserfiche WebLink

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rendered null and void, (ii) Seller shall deliver a recordable Waiver of Right of First Refusal which shall include the foregoing cancellation language, and (iii) Buyer shall be free to accept the OtTer and Ihe Property may be sold and conveyed to the Buyer under the Offer free and clear of the Right of First Refusal. This provision shall survive Closing and the Right of First Refusal shall be memorialized by the parties in a Memorandum of Right of First Refusal to be recorded in the Public Records of Miami-Dade, which Memorandum shall state that the Right of First Refusal will be cancelled and no further force and effect upon the earlier to occur of (a) the issuance of a building permit for the Project or any other project approved by the City Commission on the Property, as evidenced by the recordation of an Affidavit by either party with a copy of the building permit attached as an exhibits, (b) Seller's execution and delivery of a Waiver of Right of First Refusal in a recordable form, or (c) Seller's acceptance of the Offer and subsequent reacquisition of the Property. Seller's Right of First Refusal shall not be assignable. This provision shall survive Closing. 6. Waiver of Permit Fees and Donation of "TDRs". Section 8 of Ihe original Agreement shall be amended to strike the last sentence of this section, to wit: "Furthermore, if Buyers fail to close after Final Site Plan Approval, as defined in this Agreement, the City's donation of 33,750 square feet of TDRs shall be null and void. This provision shall survive Closing." 7. Leasehold Interest. Section 12 of the original Agreement ("No Leasehold Interest") shall be deleted in its entirety and the following substituted language applies: 12. 10113733.4 Leasehold Interest. The existing Lease Agreement between the Seller and Vanguard Car Rental USA, Inc. (including any amendments thereto, the "Lease Agreement"), shall be assigned to the Buyer at Closing, and, from and after Closing, the Buyer shall be entitled to all rents collected thereunder. At Closing the Seller shall deliver an Estoppel Letter signed by Seller stating, among other things, (a) that the lease is paid current, (b) there are no pre-paid rents, (c) there is no security deposit, (d) there are no defaults by either party thereunder, (e) the partiallermination of 50% of the leased premises contemplated by the Lease Agreement has taken place and the tenant has received all requisite funds due to it in connection therewith (the "Partial Termination"), and (I) the estimated amount that may be claimed by tenant to be due under Section 12 of the First Addendum to Lease Agreement dated April _, 2005 (undated), in connection with the improvements and permanent fixtures purchased by tenant during the lease term. In consideration of the Buyer's agreement to 3 SIB