Reso 2008-1213 - Laserfiche WebLink

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12.1 Special Warranty Deed. The Special Warranty Deed shall be duly executed and acknowledged by Seller so as to convey to Buyer good and marketable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title other than the Permitted Exceptions and exceptions not duly objected to by Buyer. 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 Seller 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 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 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. This Agreement shall be presented to City Commission for its approval at its regular meeting scheduled for January 17,2008. 13.2 Appraisals. Any and all appraisals required under Chapter 166 of the Florida Statutes. 13.3 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: 14.1 Transfer of Funds. Buyer shall pay the net closing proceeds to the Seller by wire transfer to the account of Seller. 14.2 Delivery of Documents. Seller shall deliver Seller's Closing Documents to the Buyer upon receipt of the Purchase Price. Simultaneously, Buyer shall deliver the Buyer's Option Agreement for 287 Sunny Isles Blvd 12