REAL ESTATE PURCHASE AND SALE AGREEMENT

This Real Estate Purchase and Sale Agreement (the “Agreement”) dated as of , 2020

by and between (“Seller”): Meridian Marina & Yacht Club of Palm City, LLC, a Florida limited-liability company and (“Buyer”):

Name: 

Address:

Phone: Email:

Recitals:

WHEREAS, Buyer was the successful bidder at auction for the Property (as defined herein) at the Auction

held on pursuant to order of the Bankruptcy Court;

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Property (as

defined herein) upon the terms and conditions contained in this Agreement.

WHEREAS, the BUYER submitted a bid calculated as:

High Bid: $

Buyer’s Premium (5%): $

Full Purchase Price: $

Bid Deposit: $

Additional Deposit (Balance of 10% of Full Purchase Price): $

received from the Buyer within 24 hours of Court approval pursuant to Sale Approval Order which shall

apply as part of the Deposit and shall be held in escrow by Gary, Dytrych & Ryan, P.A., 701 U.S. Highway

One, Suite 402, North Palm Beach, FL 33408 (“Escrow Agent”) pending court approval and closing of this

transaction. The Additional Deposit shall be deposited with Escrow Agent by wire transfer of immediately

available funds.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, and other

good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged,

the parties intending to be legally bound hereby agree as follows:

1. Sale and Purchase of the Property. Seller hereby agrees to sell to Buyer, and Buyer hereby

agrees to purchase from Seller pursuant to the terms and conditions of this Agreement, the real

property identified on Exhibit A, attached and made a part hereof, together with all improvements,

hereinafter called the “Property”. Specifically, the sale will include all real and personal assets of the

business of the Seller including all furnishings, fixtures, equipment and any other personal property

owned by the Seller, excluding accounts receivables through the date of the closing, and including

all executory leases and contracts, which will be will conveyed at closing unless the Buyer initials

the following provision: 

(a) Buyer elects to have Leases and contracts rejected and terminated prior to closing.

_____________ (Buyer Initial here)

2. Purchase Price. The full purchase price (the “Purchase Price”) for the Property shall be payable in

cash by Buyer at the Closing. The Deposit shall either (a) be applied to the Purchase Price at the

Closing if the Buyer timely consummates the Closing; (b) be retained by the Seller if Buyer fails to

timely consummate the Closing; or (c) returned to the Buyer if the Bankruptcy Court does not approve the sale of the Property to Buyer. 

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Contract for Sale and Purchase, page 2 of 5 Property # DG________

3. Title Insurance. Prior to the closing of this transaction, the Seller shall have issued, by a reputable

Title Insurance Company, a commitment for title insurance agreeing to insure marketable title to

Property, and upon closing the Buyer shall purchase (at Buyer’s expense) a title insurance policy on

the real property covered hereunder in the amount of the Full Purchase Price, after all necessary

instruments, are filed of record. Buyer agrees to accept title “as-is” with the exceptions as shown on

the title commitment supplied by the Seller.

4. Closing Costs; Expenses. Buyer will pay all closing costs and expenses associated with the Closing,

including all documentary stamps on the deed, if any, all intangible tax due, all recording fees, transfer

fees, settlement fee, and title insurance. Seller will pay no closing costs. There will be no prorations

at closing. 

5. Closing. Subject to Sections 3 and 6, the sale and purchase of the Property shall be closed within

_____ days after the entry of an order of the Bankruptcy Court approving the sale of the Property to

Buyer on the terms set forth in this Agreement (the “Closing”) or within _____ days following the

Auction, whichever is later. The Closing shall take place at the offices of the Escrow Agent or by mail.

6. Title to Property. At the Closing, Seller agrees to convey title to the Property to Buyer or Buyer’s

Designee by _______________ Deed, free and clear of all claims, liens and encumbrances except

for exceptions reflected on the title insurance policy, including without limitation rights of parties in

possession, real estate property taxes, and municipal liens. 

7. Taxes. All taxes, outstanding, if any, and current will be paid by the Buyer.

8. Subject to Bankruptcy Court Approval. This Agreement is subject to approval of the Bankruptcy

Court. In the event that sale of the Property pursuant to this Agreement is not approved by the Bankruptcy Court, then Buyer’s Deposit shall be returned to Buyer and the parties shall have no further

obligations under this Agreement.

9. Warranty. Seller makes no warranties or representations of any kind or character, express or implied,

with respect to the Property, including, but not limited to, warranties or representations as to matters of

title, zoning, tax consequences, physical or environmental conditions, availability of access, ingress or

egress, operating history or projections, valuation, governmental approvals, governmental regulations

or any other matter or thing relating to or affecting the Property including, without limitation: (i) the value,

condition, merchantability, habitability, marketability, profitability, suitability or fitness for a particular use

or purpose of the Property; (ii) the manner or quality of the construction or materials incorporated into

any of the Property; and (iii) the manner, quality, state of repair or lack of repair of the Property. Buyer

agrees that with respect to the Property, Buyer has not relied upon and will not rely upon, either directly

or indirectly, any representation or warranty of Seller or any agent of Seller. Buyer represents that he

is relying solely on his own expertise and that of Buyer’s consultants, and that Buyer has conducted

such inspections and investigations of the Property, including but not limited to, the physical and environmental conditions thereof, and shall rely upon same, and upon closing, shall assume the risk that

adverse matters, including but not limited to adverse physical and environmental conditions, may not

have been revealed by Buyer's inspections and investigations. Buyer acknowledges and agrees that

Seller sells and conveys the Property under this Agreement and that Buyer accepts said Property "as

is, where is", with all faults, liens and encumbrances. Buyer further acknowledges and agrees that

there are no oral agreements, warranties or representations, collateral to or affecting the Property by

Seller, any agent of Seller, Grantor or any third party.

10. DISCLOSURES:

(a) RADON GAS: Radon is a naturally occurring radioactive gas that, when it is accumulated in a

building in sufficient quantities, may present health risks to persons who are exposed to it over

time. Levels of radon that exceed federal and state guidelines have been found in buildings in

Florida. Additional information regarding radon and radon testing may be obtained from your

county health department.

(b) MOLD: Mold is naturally occurring and may cause health risks or damage to property. If Buyer

is concerned or desires additional information regarding mold, Buyer should contact an appropriate professional.

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Contract for Sale and Purchase, page 3 of 5 Property # DG________

(c) ENERGY BROCHURE: Buyer acknowledges receipt of Florida Energy-Efficiency Rating Information Brochure required by Section 553.996, F.S.

(d) LEAD-BASED PAINT: If Property includes pre-1978 residential housing, a lead-based paint

rider is mandatory and Buyer acknowledges having received such rider.

(e) HOMEOWNERS’ ASSOCIATION/COMMUNITY DISCLOSURE: BUYER SHOULD NOT EXECUTE THIS CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE HOMEOWNERS’

ASSOCIATION/COMMUNITY DISCLOSURE, IF APPLICABLE.

(f) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHALL NOT RELY ON THE SELLER’S

CURRENT PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE BUYER

MAY BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF

OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE

PROPERTY THAT COULD RESULT IN HIGHER PROPERTY TAXES. IF YOU HAVE ANY

QUESTIONS CONCERNING VALUATION, CONTACT THE COUNTY PROPERTY

APPRAISER’S OFFICE FOR INFORMATION.

(g) TAX WITHHOLDING: If Seller is a “Foreign Person” as defined by the Foreign Investment in

Real Property Tax Act (“FIRPTA”), Buyer and Seller will comply with FIRPTA, which may require

Seller to provide additional cash at Closing.

11. “As-is, Where is”. The Buyer has personally inspected this property and acknowledges that by entering into this contract Buyer is agreeing to accept the property in its "AS IS, WHERE IS" condition,

WITH ALL FAULTS and releases Seller from any and all liability relating to any defect or deficiency

affecting said Property, said release shall survive the closing of this transaction.

12. Survey. The Buyer may, prior to closing date, have the property surveyed at his expense. Sale of

property shall not be contingent on results of any surveys or inspections and Buyer agrees property

is being sold on an “AS-IS, WHERE-IS” basis.

13. Financing. This is a cash transaction with no contingencies for financing.

14. Risk of Loss. The risk of loss prior to the closing of the sale shall be borne by Seller. If all or a

substantial portion of the improvements on the property are destroyed or damaged prior to the closing

and transfer of title this agreement shall be voidable at Buyer’s option and in the event Buyer elects

to void this agreement the earnest money deposited shall be promptly refunded.

15. Attorneys’ Fees; Costs; Governing Law; Jurisdiction. In any litigation, including breach, enforcement or interpretation, arising out of this Agreement, the prevailing party shall be entitled to recover

reasonable attorneys’ fees and costs. This Agreement shall be governed in accordance with the laws

of the State of Florida, without reference to conflicts of laws principles. The parties agree the United

States Bankruptcy Court for the Southern District of Florida, West Palm Beach Division shall have

sole and exclusive jurisdiction over any dispute related to, or arising out of, this Agreement. 

16. WAIVER OF JURY TRIAL. THE PARTIES VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT

TO A JURY TRIAL WITH RESPECT TO ANY CLAIM OR DISPUTE THAT ARISES OUT OF OR

RELATES TO THIS AGREEMENT TO THE FULLEST EXTENT ALLOWED BY LAW.

17. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations,

correspondence, agreements, understandings, duties or obligations among the parties with respect

to the subject matter hereof. No change or modification of this Agreement shall be valid, unless the

same is in writing and signed by the parties hereto. No waiver of any provision of this Agreement

shall be valid unless in writing and signed by the party against which it is sought to be enforced.

18. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto,

and their respective heirs, personal representatives, successors, and assigns.

19. Time. Any time period provided for in this Agreement which shall end on a Saturday, Sunday, or legal

holiday shall extend to 5:00 p.m. of the next business day. Time is of the essence in this Agreement.

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Contract for Sale and Purchase, page 4 of 5 Property # DG________

IN WITNESS WHEREOF, Seller and Buyer have duly executed and delivered this Contract for Sale and

Purchase as of the day and year first above written.

SELLER:

BUYER:

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Contract for Sale and Purchase, page 5 of 5 Property # DG________

EXHIBIT A

LEGAL DESCRIPTION

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ADDENDUM A TO PURCHASE AND SALE AGREEMENT

ADDENDUM A

SELLER: Meridian Marina & Yacht Club of Palm City, LLC, a Florida limited-liability company 

BUYER: __________________________________________________________________

RE: Purchase of Property from Meridian Marina & Yacht Club of Palm City, LLC

Buyer and Seller acknowledge and agree that the amount of the Purchase Price set forth in the Purchase-and-Sale

Agreement (the “Agreement”) and to be paid upon a closing of the Agreement between the Buyer and Seller has

been irrevocably amended to the Amended Purchase Price set forth below:

PURCHASE PRICE (as set forth in the Agreement): $

INCREMENTAL INCREASE: $

BUYER’S PREMIUM (5%) $

AMENDED PURCHASE PRICE: $

DEPOSIT (Certified Funds): $ 

Authority. Each party represents and warrants that it has the full authority to enter into this Addendum.

Effect of Addendum. Except as specifically provided in this Addendum A, the terms and conditions of the Agreement

continue to govern the rights and obligations of the parties hereto, and all terms and conditions of the Agreement,

as amended by this Addendum A, remain in full force. The term “Purchase Price” in the Agreement shall be

amended and replaced with the “Amended Purchase Price.” If there is any conflict or inconsistency between this

Addendum A and the Agreement, then this Addendum A shall control and modify the Agreement.

Counterparts and Electronic Execution. This Addendum A may be executed in multiple counterparts and all such

counterparts when taken together shall constitute one and the same instrument. This Addendum A and

counterparts thereof, may be executed and delivered by facsimile or other electronic transmission, with the same

effect as an original executed Addendum A or counterpart.

Acknowledged and agreed this day of , 2020.

SELLER: BUYER:

Meridian Marina & Yacht Club of Palm City, LLC __________________________________________

By: By: _______________________________________

Name: Name: _____________________________________

Title: Title:

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