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2021-124
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2021-124
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Last modified
11/29/2021 3:43:30 PM
Creation date
9/7/2021 2:22:10 PM
Metadata
Fields
Template:
Official Documents
Official Document Type
Agreement
Approved Date
08/17/2021
Control Number
2021-124
Agenda Item Number
12.E.1.
Entity Name
TIGR Acquisitions III, LLC
(with consulting from SteepSteel LLC)
Subject
Purchase and Sale Agreement for 810 Bailey Road Tower
supporting doscuments added 11_29_21; signed by county admin
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PURCHASE AND SALE AGREEMENT <br />This PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of the 171 day of <br />August, 2021 (the "Effective Date") by and between Indian River County, a political subdivision of the State <br />of Florida (the "Seller"), and TIGR ACQUISITIONS III, LLC, a Delaware limited liability company (the <br />"Purchaser"). <br />Capitalized terms used but not otherwise defined in this Agreement shall have the same meanings set <br />forth in Exhibit A attached hereto and shall be incorporated herein by reference. <br />In consideration of the mutual covenants contained in this Agreement, and other good and valuable <br />consideration, the receipt of which is hereby acknowledged, Seller and Purchaser hereby agree as follows: <br />1. Agreement to Sell and Purchase. Subject to the terms and conditions set forth in this <br />Agreement, Seller hereby agrees to sell, assign, transfer and deliver to Purchaser, and Purchaser agrees to <br />purchase (the "Purchase"), at the Closing, all of Seller's right, title and interest in and to the Tower Assets, free <br />and clear of any Liens of any nature. For purposes of this Agreement, the tern "Tower Assets" shall mean, <br />all of the real and personal tangible and intangible assets, properties and rights owned by Seller that are used <br />in, or accounted for as a part of, the ownership and operation of the Tower (defined below), including without <br />limitation the following: <br />a. one (1) wireless communications Tower (the "Tower") located at the Site set forth in <br />Schedule 1(a) (the "Site" or "Tower Site"); <br />b. all Tenant Leases relating to the Site existing as of the Closing, including without <br />limitation those set forth in Schedule 1(b); <br />C. A perpetual telecommunication easement together with any and all easements for <br />ingress, egress and utilities which are attendant to the telecommunication easement, which shall be negotiated <br />prior to Closing (the "Easement"); <br />d. all buildings, structures, improvements and fixtures located at the Site and owned or <br />used by Seller in connection with the ownership and operation of the Tower Assets and all physical assets, <br />owned by Seller and located at the Site; and <br />e. all other assets owned by the Seller and used or useful in connection with the ownership <br />or operation of the Tower. <br />2. Assumption of Liabilities and Obligations. At the Closing, Purchaser shall assume and agree <br />to pay, discharge and perform only those executory liabilities accruing from and after the Closing under the <br />Easement and the Tenant Leases (the "Assumed Obligations"). Except for the Assumed Obligations, Purchaser <br />shall not assume or in any way undertake to pay, perform, satisfy or discharge any obligation or liability of <br />Seller (contingent or otherwise), and Seller agrees to pay and satisfy when due any obligation or liability other <br />than the Assumed Obligations (the "Excluded Obligations"). <br />3. Due Diligence. <br />a. Due Diligence Period. Purchaser shall have the right, commencing on the Effective <br />Date, and ending on the earlier to occur of (i) the close of business sixty (60) days after the Effective Date, and <br />(ii) the Closing Date (the "Due Diligence Period"), to enter upon, inspect, investigate and conduct legal, <br />
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