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110• , - ,If Seller applies for a withholding certificate but the application is still pending as of closing , Buyer will place the 10% tax in
<br /> 1. 11 escrow at Seller's expense to be disbursed in accordance with the final determination of the IRS , provided Seller so requests
<br /> 112 and gives Buyer notice of the pending application in accordance with Section 1445. If Buyer does not pay sufficient cash at
<br /> 113 closing to meet the withholding requirement, Seller will deliver to Buyer at closing the additional cash necessary to satisfy the
<br /> 114 requirement. Buyer will timely disburse the funds to the IRS and provide Seller with copies of the tax forms and receipts.
<br /> 115 (g) 1031 Exchange : If either Seller or Buyer wishes to enter into a like-kind exchange (either simultaneously with closing or
<br /> 116 after) under Section 1031 of the Internal Revenue Code ("Exchange') , the other party will cooperate in all reasonable respects to
<br /> 117 effectuate the Exchange including executing documents; provided , however, that the cooperating party will incur no liability or
<br /> 118 cost related to the Exchange and that the closing shall not be contingent upon , extended or delayed by the Exchange.
<br /> 119 PROPERTY CONDITION
<br /> 120 6. LAND USE : Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition , with conditions resulting
<br /> 121 from Buyer's Inspections and casualty damage, if any, excepted . Seller will maintain the landscaping and grounds in a comparable
<br /> 122 condition and will not engage in or permit any activity that would materially alter the Property's condition without the Buyer's prior
<br /> 123 written consent.
<br /> 124 (a ) Flood Zone : Buyer is advised to verify by survey, with the lender and with appropriate government agencies which flood
<br /> 125 zone the Property is in , whether flood insurance is required and what restrictions apply to improving the Property and rebuilding
<br /> 126 in the event of casualty.
<br /> 127 (b) Government Regulation : Buyer is advised that changes in government regulations and levels of service which affect
<br /> 128 Buyer's intended use of the Property will not be grounds for canceling this Contract if the Feasibility Study Period has expired or
<br /> 129 if Buyer has checked choice (c)(2) below.
<br /> 130 (c) Inspections: (check (1) or (2) below)
<br /> 131 * X (1 ) Feasibility Study : Buyer will , at Buyer's expense and within 23 days from Effective Date ("Feasibility Study
<br /> 132* Period") , determine whether the Property is suitable, in Buyer's sole and absolute discretion , for Commercial
<br /> 133* use. During the Feasibility Study Period, Buyer may conduct a Phase I environmental
<br /> 134 assessment and any other tests , analyses, surveys and investigations (" Inspections") that Buyer deems necessary to
<br /> 135 determine to Buyer's satisfaction the Property's engineering , architectural and environmental properties; zoning and zoning
<br /> 136 restrictions ; subdivision statutes; soil and grade; availability of access to public roads, water, and other utilities; consistency
<br /> 137 with local , state and regional growth management plans; availability of permits, government approvals , and licenses ; and
<br /> 138 other Inspections that Buyer deems appropriate to determine the Property's suitability for the Buyer's intended use. If the
<br /> 139 Property must be rezoned , Buyer will obtain the rezoning from the appropriate government agencies . Seller will sign all
<br /> 140 documents Buyer is required to file in connection with development or rezoning approvals .
<br /> 141 Seller gives Buyer, its agents , contractors and assigns, the right to enter the Property at any time during the Feasibility Study
<br /> 142 Period for the purpose of conducting Inspections; provided , however, that Buyer, its agents , contractors and assigns enter
<br /> 143 the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless from losses, damages,
<br /> 144 costs, claims and expenses of any nature, including attorneys' fees , expenses and liability incurred in application for rezoning
<br /> 145 or related proceedings, and from liability to any person , arising from the conduct of any and all Inspections or any work
<br /> 146 authorized by Buyer. Buyer will not engage in any activity that could result in a construction lien being filed against the
<br /> 147 Property without Seller's prior written consent. If this transaction does not close, Buyer will , at Buyer's expense, ( 1 ) repair all
<br /> 148 damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of
<br /> 149 the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections.
<br /> 150 Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of
<br /> 151 whether or not the Property is acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of
<br /> 152 the Property as suitable for Buyer's intended use in its "as is" condition . If the Property is unacceptable to Buyer and written
<br /> 153 notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study
<br /> 154 period ends and Buyer's deposit(s) will be returned after Escrow Agent receives proper authorization from all interested
<br /> 155 parties.
<br /> 156* ❑ (2) No Feasibility Study : Buyer is satisfied that the Property is suitable for Buyer's purposes, including being satisfied
<br /> 157 that either public sewerage and water are available to the Property or the Property will be approved for the installation of a
<br /> 158 well and/or private sewerage disposal system and that existing zoning and other pertinent regulations and restrictions, such
<br /> 159 as subdivision or deed restrictions, concurrency, growth management and environmental conditions, are acceptable to Buyer.
<br /> 160 This Contract is not contingent on Buyer conducting any further investigations.
<br /> 161 (d) Subdivided Lands : If this Contract is for the purchase of subdivided lands, defined by Florida Law as "(a) Any contiguous
<br /> 162 land which is divided or is proposed to be divided for the purpose of disposition into 50 or more lots, parcels, units, or interests; or (b)
<br /> 163 Any land, whether contiguous or not, which is divided or proposed to be divided into 50 or more lots, parcels, units, or interests which
<br /> 164 are offered as a part of a common promotional plan . " , Buyer may cancel this Contract for any reason whatsoever for a period of 7
<br /> 165 business days from the date on which Buyer executes this Contract. If Buyer elects to cancel within the period provided , all funds or
<br /> 166 other property paid by Buyer will be refunded without penalty or obligation within 20 days of the receipt of the notice of cancellation
<br /> 167 by the developer.
<br /> 168 7. RISK OF LOSS ; EMINENT DOMAIN : If any portion of the Property is materially damaged by casualty before closing , or Seller
<br /> 169 negotiates with a governmental authority to transfer all or part of the Property in lieu of eminent domain proceedings , or if an
<br /> 170* Buyer ( and Seller (19/`! ) (_) acknowledge receipt of a copy of this page, which is Page 3 of 7 Pages.
<br /> VAC-8 Rev. 10/04 © 2004 Florida Association of REALTORS® All Rights Reserved
<br /> This form produced by: ur�[Fonmdatw 40 800336-1027
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