Reso 2001-342 - Laserfiche WebLink

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12.3 Gap Affidavit. An affidavit in form and content reasonably satisfactory to the Title Company to facilitate the insuring of the "gap", i.e., the deleting as an exception to the Title Commitment any matters appearing between the effective date of the Title Commitment and the effective date of the Title Policy. 12.4 FIRPTA. A FIRPTA Non-Foreign Entity Transfer Certificate or Exemption Certificate or document evidencing withholding, in accordance with Section 1445 of the Internal Revenue Code. 12.5 DR-219. DR-219 as required for recording. 12.6 Assignment and Assumption Agreement. Two (2) counterparts executed by Seller of an assignment and assumption agreement with respect to the Tony Roma's Lease (the "Assignment and Assumption Agreement"), wherein (i) Seller assigns the Tony Roma's Lease to Buyer and agrees to indemnify and hold harmless Buyer and its officers, directors, employees, agents, successors and assigns from all claims, damages, losses, liabilities, costs and expenses, including reasonable attorneys' fees and disbursements, arising out of Seller's failure to perform or comply with any and all obligations of Seller under the Tony Roma's Lease that arose prior to the Closing Date and (ii) Buyer agrees to assume all obligations of Seller that arise under the Tony Roma's Lease on and after the Closing Date and to indemnify and hold harmless Seller and its personal representatives, executors, heirs, beneficiaries, employees, agents, successors and assigns from all claims, damages, losses, liabilities, costs and expenses, including reasonable attorneys' fees and disbursements, arising out of Buyer's failure to perform or comply on or after the Closing Date with any such obligations under the Tony Roma's Lease. 12.7 Closing: Statement. At least four (4) counterparts of a closing statement for this transaction, executed by Seller. 13. Buyer's Closing Documents. At closing, Buyer shall deliver the following documents (Buyer's Closing Documents) to Seller; 13.1 City Commission Approval. A certified copy of the Resolution, Minutes or Agenda Actions of the pertinent meeting of the Commission Council showing that Buyer has been authorized to enter into and execute this Agreement and consummate the transaction herein contemplated. 13.2 Appraisals. Any and all appraisals required under Chapter 166 of the Florida Statutes. 13.3 Assignment and Assumption Agreement. Two (2) counterparts executed by Buyer of the Assignment and Assumption Agreement. 13.4 Closing Statement. At least four (4) counterparts of a closing statement for this transaction, executed by Buyer. 14. Closing Procedure. The Closing shall proceed in the following manner: I-Ml/413923.3 13