Reso 2006-911 - Laserfiche WebLink

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12.2 Mechanic's Lien Affidavit. A mechanic's lien affidavit in the customary form, attesting that to the knowledge of Seller, (a) no individual, entity or Governmental Authority has any claim against the Property under the applicable mechanic's lien law, (b) no individual, entity or Governmental Authority is either in possession of the Property or has a promissory interest or claim in the Property (except Lessee and Buyer), and (c) no improvements to the Property have been made for which payment has not been made. 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 FIRPT A. A FIRPT A Non-Foreign Entity Transfer Celiificate 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 Parking Agreement (the "Assignment and Assumption Agreement"), wherein (i) Seller assigns the Parking Agreement 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 Parking Agreement that arose prior to the Closing Date and (ii) Buyer agrees to assume all obligations of Seller that arise under the Parking Agreement 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 Parking Agreement. 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. I 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. This Agreement shall be presented to City Commission for its approval at its regular meeting scheduled for April 11, 2006. If not approved, this Agreement shall be null and void ab initio. 13.2 Appraisals. Any and all appraisals required under Chapter 166 of the Florida Statutes. Crescent Heights XLIV, Inc. #2 12 S\B