|
690854.5
<br /> POST-CLOSING AGREEMENT
<br /> HIS POST-CLO �ent") is made and entered into this
<br /> SING AGREEMENT ("AgreemST TREE VILLAGE CORPORATION, a
<br /> day of , 2003, by and among LO
<br /> Florida corporation, ith a principal address at 3399 PGA Boulevard, Suite 260, Palm Beach
<br /> Gardens, Florida 33410 (the "Seller") and the CITY OF VERO BEACH, a municipality within
<br /> Indian River County, Florida ("Citv"), whose address is c/o Planning Department, 1053 20th
<br /> Place, Vero Beach, Florida 32960, the TOWN OF INDIAN RIVER SHORES, a municipality
<br /> within Indian River County, Florida ("Town"), whose address is c/o Town Offices, 6001 North
<br /> A1A, Vero Beach, Florida 32963, and INDIAN RIVER COUNTY, a political subdivision in the
<br /> State of Florida ("Count ), whose address is c/o Planning Department, 1840 25th Street, Vero
<br /> Beach, Florida 32960 (City, Town and County shall be collectively referred to as "Purchaser").
<br /> WHEREAS, Seller and Purchaser entered into that certain Contract for Bargain Sale of
<br /> Real Estate dated December 17, 2002 ("Contract'), wherein Seller agreed to sell and Purchaser
<br /> agreed to purchase certain real property located and being in Indian River County, Florida, more
<br /> particularly described on Exhibit "A" attached hereto (the "Pro ert "); and
<br /> WHEREAS, certain rights, obligations, covenants, representations, and warranties of the
<br /> Seller and Purchaser as set forth in the Contract survive the closing of the transaction; and
<br /> WHEREAS, the Seller and Purchaser wish to outline the surviving rights, obligations,
<br /> covenants, representations, and warranties of the parties and provide for enforcement rights
<br /> and remedies upon any breach or nonperformance thereof.
<br /> NOW, THEREFORE, in consideration of the mutual covenants set forth herein and in the
<br /> Contract, and other good and valuable consideration, the receipt and adequacy of which are
<br /> hereby acknowledged, the parties hereto agree as follows:
<br /> 1. RECITALS. The above recitations are true and correct and are incorporated
<br /> herein and made a part hereof.
<br /> 2. POST-CLOSING OBLIGATIONS. The parties hereto acknowledge and agree
<br /> that the following represent the rights, obligations, covenants, representations, and warranties of
<br /> the parties hereto that survive the closing of the transaction pursuant to the Contract
<br /> (collectively, "Post Closing Obligations"):
<br /> a. Seller's Representations Warranties and Disclaimers. That all of the
<br /> representations, warranties, and disclaimers made by the Seller as more fully set forth in
<br /> Sections 8.1, 8.2, 8.4, 8.5, 8.6, 8.7, 16.2, and 17.1 of the Contract remain true and correct in all
<br /> material respects on and as of the date hereof, with the same force and effect as though such
<br /> representations, warranties, and disclaimers had been made on and as of the date hereof.
<br /> b. Seller's Indemnities. That the indemnities provided by Seller in Sections
<br /> 9 and 17.1 of the Contract remain in full force and effect as of the date hereof.
<br /> C. Purchaser's Representations Warranties and Acknowledgments. That
<br /> all of the representations, .warranties, and acknowledgments made by the Purchaser as more
<br /> fully set forth in Sections 16.1, 16.2, and 17.1 of the Contract remain true and correct in all
<br /> 1
<br />
|