3/9/2016 10:16:48 AM
10/1/2015 3:36:39 AM
Official Document Type
Agenda Item Number
CNL Net Lease Funding 2001
SR 60 / 58th Ave. Intersection improvements
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4 . 2 From and after the Effective Date of this Agreement , Seller shall record no documents in the <br /> Public Records which would affect title to the Property , without the prior written consent of the <br /> County, which shall not be unreasonably withheld , conditioned or delayed . <br /> 5 . Default . <br /> 5 . 1 In the event of a default by the County , the Seller shall be entitled , as its <br /> sole remedy <br /> hereunder , to terminate this Agreement , and neither the Seller nor any other person or party shall <br /> have any claim for specific performance, damages or otherwise against the County . <br /> 5 . 2 In the event the Seller shall fail to perform any of its obligations hereunder, the County shall <br /> be entitled to : ( i ) terminate this Agreement by written notice delivered to the Seller at or prior to the <br /> Closing Date . ( ii ) obtain specific performance of the terms and conditions hereof; or ( iii ) waive the <br /> Seller ' s default and proceed to Closing : IN NO EVENT SHALL SELLER BE LIABLE TO <br /> COUNTY OR TO ANY OTHER PERSON CLAIMING THROUGH COUNTY FOR ANY <br /> SPECIAL, INDIRECT , CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING ANY <br /> LOSS OF PROFITS , BUSINESS OR ANTICIPATED SAVINGS , WHETHER OR NOT <br /> SUCH CLAIMS HAVE ACURED AND WHETHER OR NOT KNOWN OR SUSPECTED <br /> TO EXIST IN COUNTY ' S FAVOR) . COUNTY HEREBY WAIVES AND RELEASES ANY <br /> AND ALL CLAIMS FOR SUCH SPECIAL, INDIRECT , CONSEQUENTIAL OR PUNITIVE <br /> DAMAGES AND AGREES NOT TO SUE UPON , ASERT ANY THEORY OF LIABILITY <br /> FOR OR OTHERWISE CLAIM OR SEEK ANY SUCH SPECIAL , INDIRECT , <br /> CONSEQUENTIAL OR PUNITIVE DAMAGES . <br /> 6 . Closing , <br /> 6 . 1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") shall take <br /> place within 45 days following the Effective Date of this Agreement. The parties agree that the <br /> Closing shall be as follows : <br /> ( a) The Seller shall execute and deliver to the County a warranty special warranty deed <br /> conveying marketable title to the Property , and in the condition required by paragraph 3 . <br /> ( b ) The Seller shall have removed all of its personal property and equipment from the Property <br /> and Seller shall deliver possession of the Property to County vacant and in the same or better <br /> condition that existed at the Effective Date hereof. <br /> 7 . Prorations . All taxes and special assessments which are a lien upon the property on or prior <br /> to the Closing Date ( except current taxes which are not yet due and payable) shall be paid by the <br /> Seller . tf the Closing Date occurs during the time interval commencing on November 2 and ending <br /> on December 31 , Seller shall pay all current real estate taxes and special assessments levied against <br /> the Property, prorated based ori the " clue date " of such taxes established by the taainq authority <br /> havilig .jurisdiction over the Property. tf the Closing Date occurs between Jamtary I and November <br /> 1 , the Seller shall, in accordance with Florida Statutes Section 196. 295, pay cm amount equal to the <br /> current real estate taxes and assessments, prorated to the Closing Date. <br /> 8 . Miscellaneous . <br /> 8 . 1 Controlling_Law . This Agreement shall be construed and enforced in accordance with the <br /> laws of the State of Florida . Venue shall be in Indian River County for all state court matters , and in <br /> the Southern District of Florida for all federal court matters . <br /> 8 . 2 Conveyance in Lieu of Eminent Domain . It IS understood by the parties that this contract <br /> 2 <br />
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