Reso 2001-342 - Laserfiche WebLink

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1.11 Property. That certain real property located in the Sunny Isles Beach, Miami-Dade County, Florida, and more particularly described in Exhibit "A" attached hereto and made a part hereof, together with all improvements, property rights, easements, privileges and appurtenances thereto, except for the interests of Lessee therein. 1.12 Permitted Exceptions. The permitted exceptions to title to the Property conveyed by Seller as listed in Exhibit "B" attached hereto (so long as the Easement listed as Item No. 2 on Exhibit "B" does not impair the use for which the Property is being purchased), including that certain Restaurant Lease Agreement by and between Fred Kassner, Lessor and Tony Roma's of Sunny Isles, Inc., Lessee dated July 20, 1992 (Hereinafter referred to as the "Tony Roma Lease"). 1.13 Purchase Price. The price the Buyer shall pay Seller for the Property as set forth in Paragraph 3 below. 1.14 Seller. Estate of Fred E. Kassner (aJk/a Fred Kassner). Seller's mailing address is 69 Spring Street, Ramsey, New Jersey 07446, attention: Richard H. Cowlan. 1.15 Title Commitment. A title insurance commitment issued by or written on a title insurance company licensed to conduct business in the State of Florida (a "Title Company") agreeing to issue the Title Policy to Buyer upon payment of the Purchase Price and recording of the Deed and execution and/or recording of other closing documents. 1.16 Title Policy. An ALTA Form B Owner's Title Insurance Policy in the amount of the Purchase Price, insuring the Buyer's title to the Property, subject only to the Permitted Exceptions. 2. Grant of Option for Purchase. 2.1 Grant of Option. For good and valuable consideration, Seller hereby grants to Buyer and Buyer hereby accepts from Seller an option to purchase and acquire the Property from Seller on the terms and conditions hereinafter set forth (the "Option") such that the payment of the Purchase Price shall be as set forth in Section 3. 2.2 Option Fee. As consideration for the Option, simultaneously with the delivery by Buyer to Seller of this Agreement executed by Buyer, Buyer shall pay by wire transfer or check the sum of Fifty Thousand Dollars ($50,000.00) (the "Option Fee") to Morgan, Lewis & Bockius, LLP, as escrow agent ("the Escrow Agent"). The Option Fee shall be held and released as set forth in Section 3.3 below. Upon Closing, the Option Fee shall be applied to the Purchase Price as set forth in Section 3. The Option Fee is non-refundable and Seller shall be entitled to receive and retain the full amount of the Option Fee, except that Buyer shall be entitled to receive a refund of the Option Fee if and only if (a) Buyer timely exercises the Option in the manner required under this Agreement and (b) an Option Fee Refund Event (as defined below) occurs. As used herein, an "Option Fee Refund Event" shall mean one or more of the following events: (i) termination of this Agreement pursuant to the provisions of Section 4.2 hereof due to an Environmental Problem not cured by Seller as and when provided therein; (ii) termination of this Agreement pursuant to the provisions of Section 5.2 hereof due to a Title Objection not cured by Seller as and when provided therein; (iii) termination of this Agreement pursuant to the provisions of Section 7.6 hereof due to an incorrect representation and warranty of Seller not cured by Seller as and when provided therein; (iv) termination of this Agreement l,Ml/413923,3 2