UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

MIAMI DIVISION 

www.flsb.uscourts.gov

In re: Chapter 11 

AVENTURA HOTEL PROPERTIES, LLC, Case No. 21-12374-BKC-RAM 

TRIPTYCH MIAMI HOLDINGS, LLC, Case No. 21-12375-BKC-RAM 

 

 Debtors. Jointly Administered Under 

____________________________________/ Case No. 21-12374-BKC-RAM 

DEBTORS’ MOTION FOR ENTRY OF AN ORDER 

(A) AUTHORIZING THE SALE OF REAL PROPERTY OF THE CHAPTER 11 

ESTATES FREE AND CLEAR OF LIENS, CLAIMS AND ENCUMBRANCES 

PURSUANT TO 11 U.S.C. §363; (B) ESTABLISHING 

BIDDING PROCEDURES AND SALE PROCESS; (C) APPROVING 

ASSET PURCHASE AGREEMENT WITH INTEGRA REAL ESTATE, LLC; 

(D) SCHEDULING SALE HEARING; AND (E) GRANTING RELATED RELIEF 

AVENTURA HOTEL PROPERTIES, LLC (“AHP”) and TRIPTYCH MIAMI 

HOLDINGS, LLC (“TMH,” and collectively, the “Debtors” or “Debtors-In-Possession”) 

pursuant to §§105 and 363 of Title 11 of the United States Code (hereinafter the “Bankruptcy 

Code”), Rules 2002, 6004, 6006 and 9014 of the Federal Rules of Bankruptcy Procedure (the 

“Bankruptcy Rules”) and Local Rule 2002-1, 6004-1, 6006-1 and 9014-1, file this Motion for 

Entry of an Order (A) Authorizing the Sale of Real Property of the Chapter 11 Estate Free and 

Clear of Liens, Claims and Encumbrances Pursuant to 11 U.S.C. §363; (B) Establishing Bidding 

Procedures and Sale Process; (C) Approving Asset Purchase Agreement with Integra Real 

Estate, LLC; (D) Scheduling Sale Hearing; and (E) Granting Related Relief (the “Motion”). 

Pursuant to the Motion, the Debtors request the Court set a hearing on the Motion to 

approve the Contract (as defined herein) (the “Approval Hearing”) and seek entry of an Order 

establishing bidding procedures for the solicitation of higher and better offers and to conduct an 

auction sale in accordance with the Bidding Procedures (defined herein) set forth in Section IV 

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of this Motion and granting the relief described herein including, but not limited to, setting a 

hearing to approve a sale of the Property (as defined herein) pursuant to §363 of the Bankruptcy 

Code (the “Sale Hearing”). 

I. INTRODUCTION. 

The Debtors’ principal asset is approximately one acre of vacant land at 3601 N. Miami 

Avenue, at the intersection of Miami’s Wynwood, Midtown and Design District neighborhoods 

the “Property”). The Debtors sought to develop a 475,000 square foot 3-unit condominium 

mixed-use project having (a) a 297- bedroom full-service lifestyle hotel, (b) approximately 

40,000 square feet of premium retail space and 60,000 square feet of AAA office space, and (c) a 

structured parking garage with approximately 400 parking spaces. 

By this Motion, the Debtors request Court authority to sell the Property to Integra Real 

Estate, LLC or its assign (“Integra”), a Miami-based private equity and full service real estate 

development company, subject to higher and better offers. Integra has agreed to pay $25.5 

million for the Property, without any financing or appraisal contingencies, subject to the 

expiration of a due diligence period and the approval of the sale by the Bankruptcy Court 

pursuant to §363 of the Bankruptcy Code. Attached as Exhibit A is copy of the Contract 

between Debtor AHP and Integra. 

To date, the Contract represents the strongest offer that was received by the Debtors after 

a comprehensive sale process led by the Debtor’s court-approved real estate broker. The 

proposed sale of the Property is subject to higher or better offers and, if any such offers are 

received or if Integra terminates the Contract at the expiration of the due diligence period, the 

Debtors request that the Court conduct an absolute auction at a final sale hearing and authorize 

the sale of the Property at such hearing to the successful bidder in accordance with the proposed 

bidding procedures outlined in this Motion. The Debtors respectfully request the Bankruptcy 

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Court conduct the auction and final sale hearing on or before August 23, 2021. 

II. JURISDICTION, VENUE AND STATUTORY AND PROCEDURAL BASIS. 

1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §1334. This is a 

core proceeding pursuant to 28 U.S.C. §157(b)(2)(A). Venue is proper pursuant to 28 U.S.C. 

§§1408 and 1409. The statutory predicates for the requested relief are §§105(a), 363(b), (f), (k), 

and (m), and 365(a) of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, 6006 and 9014 and 

Local Rules 2002-1, 6004-1, 6006-1 and 9014-1. 

III. BACKGROUND. 

A. The Debtors’ Pre-Petition Business. 

2. In July 2014, Debtor AHP acquired the Property for purposes of developing the 

Property into a project generally knowns as the Triptych Project. Debtor TMH owns 100% of 

the membership interests of Debtor AHP. 

3. On July 31 2018, LV Midtown, LLC (“Secured Creditor”) extended a loan (the 

“LV Loan”) in the original principal amount of $15,000,000 (the “Loan Transaction”). The 

Loan is secured by, among other things, a first priority mortgage against the Property. The LV 

Loan is also secured by a pledge by TMH of 100% of the membership interests in AHP, pursuant 

to the terms of a Pledge and Security Agreement dated July 31, 2018 (the “Pledge Agreement”). 

4. In connection with the LV Loan, AHP also executed a Redemption Agreement 

with QR Triptych, LLC (“QR Triptych”) (the “Redemption Agreement”) that provided for AHP 

to redeem all of QR Triptych’s interests in AHP in exchange for (i) payment of $3 million from 

the proceeds of the LV Loan; and (ii) AHP executing a promissory note in the original principal 

amount of $8,238,579 (the “QR Note”). 

5. The Property is the subject of a pending foreclosure lawsuit commenced by the 

Secured Creditor on September 20, 2020, in the matter styled: LV Midtown, LLC v. Aventura 

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Hotel Properties, LLC, et al., Case No.: 2020-018857-CA-23 (the “Foreclosure Case”) in the 

Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County Florida (the “State 

Court”). 

B. The Debtors’ Bankruptcy Case. 

6. On March 12, 2021 (the “Petition Date”), the Debtors filed voluntary petitions in 

this Court for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy 

Code”) and, as a result, the Foreclosure Case has been stayed since the Petition Date by 

operation of section 362 of the Bankruptcy Code. 

7. On March 15, 2021, the Court granted the Debtors’ Ex-Parte Motion for Joint 

Administration [ECF No. 11], providing for the designation of Case No. 21-12375-BKC-RAM 

as the “Lead Case.” To date, a creditors’ committee, trustee or examiner has not been appointed 

in this case. The Debtors are operating and managing the business and affairs of their respective 

bankruptcy estates (the “Estates”) as debtors-in-possession pursuant to sections 1107(a) and 

1108 of the Bankruptcy Code. 

8. On May 19, 2021, the Secured Creditor filed a secured claim, Claim No. 5-1, in 

an amount not less than $18,944,582.14, plus accrued interest, attorneys’ fees and costs as of the 

Petition Date (the “Secured Claim”) in the Bankruptcy Case. 

9. On May 19, 2021, QR Triptych, LLC (“QR Triptych”) filed Claim No. 6-1 

[Debtor AHP] (the “QR Claim”). The QR Claim asserts a claim against AHP in the amount of 

$8,238,579.20, and purports to be secured by a subordinate mortgage on the Property. However, 

the QR Claim does not contain evidence of AHP’s alleged indebtedness to QR Triptych and 

instead relies upon a promissory note evidencing only indebtedness to LV Midtown. 

10. On June 15, 2021, the Debtors commenced an adversary proceeding against QR 

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Triptych and JQ Real Estate, LLC. See Adv. Case No. 21-12374-RAM (the “Avoidance 

Litigation”). The Avoidance Litigation was filed to avoid certain inequitable transactions made 

for the benefit of QR Triptych - a former equity investor in Debtor TMH – that were paid from 

the assets of Debtor AHP. In summary, the Debtors seek to avoid (i) $2.2 million transferred by 

Debtor AHP to Defendant JQRE (an entity related to QR Triptych and to which the Debtors were 

not indebted); (ii) $3 million transferred by Debtor AHP to Defendant QR Triptych on account 

of its equity in Debtor TMH; and (iii) the incurrence by Debtor AHP of an $8.2 million 

subordinated mortgage in favor of Defendant QR Triptych in exchange for nothing of value to 

Debtor AHP. The Debtors also objected to QR Triptych’s filed proof of claim and seek 

mandatory and equitable subordination. 

11. On June 16, 2021, the Court approved a settlement between the Debtors and the 

Secured Creditor [ECF No. 85] (the “LV Settlement”)1

 that provides, among other things for: 

(a) The allowance of Secured Creditor’s Secured Claim in the amount of $20,468,837.91 

as of September 15, 2021 (the “Payoff Amount”). 

(b) Notwithstanding the stipulated Indebtedness and Payoff Amount, the Secured 

Creditor shall agree to accept a discounted lump sum amount of $19,600,000 

(“Release Price”) in full and final satisfaction of the Secured Claim against the 

Estates under 11 U.S.C. § 506 of the Code provided that (a) such Release Price is 

indefeasibly paid to and actually received by Secured Creditor in cleared funds on or 

before September 15, 2021, (b) each of the milestones identified in the LV Settlement 

are completed; and (c) and the Debtors have timely complied with each and every 

term of the LV Settlement. 

(c) In consideration to the Estates for the compromise of alleged defenses to the claim of 

the Secured Creditor and for the timely sale and/or liquidation of the Property (as set 

forth in the LV Settlement), the Secured Creditor consented to a carve-out/surcharge 

from the Payoff Amount in favor of the bankruptcy estate of Debtor AHP in the 

amount of $800,000.00 (the “Surcharge Contribution”) solely to the extent of 

available cash proceeds in excess of the Release Price, for the benefit of the Debtors 

 

1

 Please refer the Debtors’ Expedited Motion to Approve Settlement and Compromise with LV Midtown, 

LLC [ECF No. 55] and the Order Approving the LV Settlement [ECF No. 85] for a complete description 

of the LV Settlement. 

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bankruptcy estates (i.e., for the payment of administrative expenses and for 

distribution to general unsecured creditors). Further, Secured Creditor agreed to a 

reduction of the Payoff Amount by $68,837.91 (the "Settlement Reduction"), which 

Settlement Reduction is reflected in the Release Price and Secured Creditor waived 

any right to assert such amount against the Estates or against any third party (subject 

to the terms of the LV Settlement). 

(d) Further, the Release Price was determined to be the full amount of Secured Creditor’s 

credit bid under 11 U.S.C. § 363(k) or otherwise (the “Credit Bid”) with respect to 

any sale process in respect of the Property that complies with the LV Settlement and 

that actually closes on or before September 15, 2021. 

C. The Proposed Sale of the Property. 

12. The Debtors scrutinized proposals from leading international brokerages to 

facilitate the marketing and sale of the Property. On April 26, 2021, the Debtors reached an 

agreement to broker the sale of the Property John Crotty and Avison Young-Florida, LLC 

(“Avison Young”). 

13. On June 1, 2021, the Court granted the Debtors’ Motion to Employ Avison 

Young and approved the Exclusive Sales Listing Agreement with the Avison Young (the 

“Listing Agreement”) [ECF No. 53]. 

14. Pursuant to the terms of the Listing Agreement, Avison Young assisted the 

Debtors in marketing and selling the Triptych Project by: (i) preparing a marketing program; (ii) 

preparing descriptive marketing materials; (iii) providing advice and assistance in structuring the 

offering price and sales terms; (iv) exercising reasonable efforts to procure a buyer for the 

Triptych Project; (v) negotiating, in coordination with Debtors’ representatives, the terms and 

conditions of the sale of the Triptych Project; and (v) distributing marketing information on the 

Triptych Project to co-brokers. 

15. The Listing Agreement provides for Avison Young to receive a brokerage fee in 

the amount of 150 basis points (1.50%) of the gross sales price of the Triptych Project 

(collectively, the “Commission”). In order to facilitate lender approval, Avison Young agreed to 

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waive any commission due or cost advanced by it under the Listing Agreement if the purchase 

price did not exceed the Release Price. 

16. Upon its retention, Avison Young developed a sales and marketing process and 

made a call for interested buyers to submit offers on or before June 24, 2021. In the course of 

the sales process, Avison Young contacted and marketed the property to over 14,000 hospitality 

investors, 6,300 potential investors through the Real Clear Markets platform, 2,100 developers, 

and 1,110 outside brokers. The marketing efforts resulted in over 3,200 CoStar listing page 

visits and the execution of 59 confidentiality agreements by potential buyers. 

17. After the expiration of the call for offers, the Debtors analyzed all offers received 

for the purchase of the Property. In consultation with Avison Young and counsel, the Debtors 

exercised their business judgment to advance negotiations for the sale of the Property to Integra. 

18. On July 15, 2021, AHP and Integra entered into the Contract for the “As Is” Sale 

and Purchase of Vacant Land, pursuant to the terms set forth herein below and Exhibit “A” (the 

“Contract”). Pursuant to the Contract, Integra’s deadline to complete all due diligence with 

respect to purchase of Property is Saturday, August 14, 2021 (the “Due Diligence Deadline”). 

IV. PROPOSED SALE TRANSACTION, BIDDING PROCEDURES AND SALE 

PROCESS. 

A. Terms of the Proposed Sale Transaction with Integra. 

19. The Debtors intend to sell the Property to Integra pursuant to the Contract or to 

the successful bidder at an auction sale through the sale process described in this Motion, 

consistent with the due process requirements of the Bankruptcy Code and Bankruptcy Rules. The 

Contract should be consulted for the actual terms of the sale. In the event of a conflict, the terms 

of the Contract control, but is summarized below for ease of reference. 

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Seller: Aventura Hotel Properties, LLC 

Purchaser: Integra Real Estate, LLC 

Assets: Debtor AHP is selling the following asset: all right, title and interest of 

Seller in the assemblage of land located at 3601 N. Miami Avenue, in MiamiDade County, Florida as more particularly described on Exhibit “A” attached to 

the Contract (the “Property”), inclusive of any development rights previously 

obtained by Seller, together with all plans, drawings, as-built record drawings, 

transferable consents, authorizations, variances or waivers, permits, entitlements, 

utility rights, reservations and approvals related thereto, if any, and subject to 

Bankruptcy Court approval. 

Purchase Price: The purchase price for the Property is Twenty Five Million Five 

Hundred Thousand and 00/100 Dollars ($25,500,000.00) (the “Purchase Price”), 

subject to better and higher offers. 

Deposit: The designated closing agent under the Contract, Pardo Jackson 

Gainsburg, PL, 200 S.E. First Street, Suite 700, Miami, Florida 33131 (the 

“Closing Agent”). The Buyer shall deposit Two Hundred and Fifty Thousand and 

00/100 Dollars ($250,000.00) (the “First Deposit”) with the Closing Agent (as 

defined below), within three (3) business days after the Effective Date. If Buyer 

does not terminate the Contract prior to the expiration of the Due Diligence 

Period (as defined below), then Buyer shall make a second deposit of One Million 

and No/100 Dollars ($1,000,000) (the “Second Deposit”) (the First Deposit and 

Second Deposit are collectively referred to herein as the “Deposit”) with the 

Closing Agent (as defined below) no later than three (3) business days following 

the expiration of the Due Diligence Period (as defined below). 

Closing: The Closing shall take place upon entry of an order of the Bankruptcy 

Court approving this Contract and sale of the Property, but in no event later than 

September 15, 2021. At the Closing, Seller shall deliver to Purchaser a Statutory 

Warranty Deed and such other instruments of transfer and conveyance as 

provided in the Contract. 

Due Diligence: Buyer shall have the right, at its sole cost and expense, to 

conduct such investigations, studies, analyses, surveys, searches, interviews and 

tests as Buyer shall deem necessary or appropriate to evaluate the suitability of 

the Property for Buyer’s intended use (collectively, the “Inspections”). Buyer 

shall have until the end of the date that is thirty (30) days after the Effective Date 

of this Contract (the “Due Diligence Period”) to determine, in its sole discretion, 

whether the Contract is suitable for Buyer’s intended use. If Buyer determines, 

for any reason, that the Property is not suitable for Buyer’s intended use, then 

Buyer shall have the right to terminate this Contract before the expiration of the 

Due Diligence Period by delivering written notice to Seller, in which case, the 

Deposit shall be returned to Buyer, and the Parties shall have no further 

obligations to one another except those that expressly survive termination of this 

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Contract. If Buyer fails to terminate this Contract before the expiration of the 

Due Diligence Period, then Buyer will be deemed to have waived such 

termination right, the Deposit shall become non-refundable to Buyer (except 

where otherwise provided in this Contract), and the Parties shall proceed to 

Closing in accordance with the terms and conditions of this Contract. In such 

event, Buyer shall accept the Property in its as “AS IS” condition, except as 

otherwise provided in this Contract. 

B. The Contract, Sale Process and Bidding Procedures. 

20. The Debtors submit that the terms of the Contract were: (i) negotiated at arm’s 

length with Integra, who was represented by competent and experienced counsel; (ii) are fair and 

reasonable and (iii) suitable for a transaction of this nature. Accordingly, the Debtors seeks 

approval of the Contract and for the Contract to serve as the form purchase contract in the event 

prospective bidders seek to participate in the final and absolute auction process described below. 

21. To ensure that the Debtors are able to derive maximum value from the Property, 

the Debtors negotiated with Integra and preserved the right to solicit higher and better offers for 

the Property, as provided below. 

22. The Debtors seek to accept the highest and/or best offer for the Property as 

determined and approved by the Bankruptcy Court. In the event that Integra terminates the 

Contract prior to the Due Diligence Deadline, the Debtors will nevertheless proceed to an 

absolute auction sale in accordance with the following Bidding Procedures. Accordingly, the 

Debtors seeks approval and implementation of the following bidding procedures (the “Bidding 

Procedures”): 

 i. competing bid(s) shall be made upon substantially similar terms 

and provisions as contained in the Contract and as otherwise provided in the 

order(s) of the Bankruptcy Court approving the Motion and Bidding Procedures 

as set forth herein, provided however, that such competing bids shall not contain a 

Due Diligence Period (“Competing Bid(s)”); 

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 ii. Competing Bid(s) shall be received, in writing, by Debtor’s 

counsel Jesus M. Suarez, Esq., 100 SE Second Street, 44th Floor, Miami, 

Florida 33301, jsuarez@gjb-law.com, by 5:00 p.m., two (2) calendar days prior 

to the Sale Hearing (to be set by the Bankruptcy Court) (the “Bid Deadline”), in 

the form of a fully executed, substantially similar version of the Contract (the 

“Competing Bid Contract”), along with: (a) a refundable deposit in the amount of 

ten percent (10%) of the purchase price identified in the Competing Bid Contract 

(the “Competing Bid Deposit”) in readily available funds delivered to the Closing 

Agent (wire transfer instructions shall be provided by the Closing Agent and/or 

Debtors’ counsel upon written request directed to jsuarez@gjb-law.com); 

provided however, that in the event that the Competing Bid is accepted and 

approved as the highest and best offer, such Competing Bid Deposit shall be nonrefundable; (b) the Competing Bid shall not be subject to any contingency 

whatsoever, shall be subject to Bankruptcy Court approval, and shall be 

accompanied by evidence that the prospective buyer submitting the Competing 

Bid has the ability to consummate the purchase transaction and comply with all 

terms thereto; and (c) information that indicates to the Debtor, in the Debtor’s 

discretion, and subject to Bankruptcy Court approval, that the prospective buyer’s 

Competing Bid is submitted as a good faith, arm’s length transaction entitled to 

the protections of §363(m) of the Bankruptcy Code; 

 iii. the Debtors, in their discretion in consultation with Secured 

Creditor, and subject to Bankruptcy Court approval, shall determine whether any 

Competing Bid(s) received by the Bid Deadline constitute a qualified bid with 

capacity to close as provided in the respective Competing Bid Contract and may 

be accepted as a qualified bid (the “Qualified Bid”); 

 iv. Integra shall be deemed to have submitted a Qualified Bid 

provided that, at the time of the auction sale, the Due Diligence Deadline has 

expired, Integra has not terminated the Contract, and Integra has otherwise 

complied with its obligations thereunder. Secured Creditor LV Midtown shall be 

deemed a Qualified Bidder and may submit a Qualified Bid in an amount not to 

exceed their 363(k) Bid (as defined below) in the amount of the Release Price 

without the necessity of otherwise complying with these Bid Procedures; 

v. should the Debtors receive multiple Qualified Bids by the Bid 

Deadline, the Bankruptcy Court shall conduct the Sale Hearing as a final and 

absolute auction, at which time the Bankruptcy Court will determine the best and 

highest offer for sale of the Property (the “Auction”). The Auction shall be 

conducted at the United States Bankruptcy Court, 301 N. Miami Avenue, 

Courtroom 4, Miami, Florida 33131, on the date of the Sale Hearing or as soon 

thereafter as the Bankruptcy Court may be available; 

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vi. any prospective buyers with a Qualified Bid (the “Qualified 

Bidder(s)”) shall be permitted to participate in the Auction. The minimum bidding 

increments above the highest and best Qualified Bid accepted at the time of the 

Auction, shall be not less than two-hundred fifty thousand dollars ($250,000.00) 

(the “Bid Increment(s)”); 

 vii. the competitive bidding among the Qualified Bidders shall 

continue until the Bankruptcy Court determines it has received the highest and/or 

best bid for the Property (the “Successful Bidder”); 

viii. the Qualified Bidder submitting the second highest Qualified Bid 

accepted at the Auction, if any, shall be deemed the back-up bidder (the “BackUp Bidder”) and shall be obligated to close on the transaction contemplated under 

the purchase Contract submitted for approval with such Qualified Bid within 

seven (7) days from the tendering of written notice by the Debtors to the Back-Up 

Bidder of the Successful Bidder’s failure to close and the Competing Bid Deposit 

of the Back-Up Bidder shall be non-refundable if Back-Up Bidder is called upon 

to close on its Qualified Bid and fails to do so; and 

ix. notwithstanding the above Bidding Procedures, in the event that 

Integra or another Qualified Bidder(s) is not deemed to be the Successful Bidder 

or Back-Up Bidder at the Auction, then all Deposits or Additional Deposits shall 

be refunded by the Debtors or Closing Agent (collectively, the “Refundable 

Deposit(s)”) to the respective party submitting the Refundable Deposit, within 

five (5) business days of the Auction or upon further order of the Bankruptcy 

Court, and Secured Creditor LV Midtown may exercise its Qualified Bid in an 

amount not up to the amount 363(k) Bid (as defined below) and shall be the 

Successful Bidder. 

23. The foregoing procedures attempt to create a final competitive sale process to 

achieve the highest and/or best offer for the Property, while assuring that a final sale of the 

Property occurs in accordance of the terms of the LV Settlement. 

24. Notwithstanding the above Bidding Procedures, Secured Creditor shall have the 

right, but not the obligation, to credit bid the amount of the Release Price pursuant to §363(k) of 

the Bankruptcy Code in connection with the sale of the Property pursuant to this Motion (the 

“363(k) Bid”). Pursuant to the LV Settlement, the 363(k) Bid is not subject to objection. In the 

event that Secured Creditor exercises its 363(k) Bid option, such bid shall be subject to the 

Bidding Procedures outlined herein and any order(s) approving this Motion, except that Secured 

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Creditor shall not be required to submit a Deposit or Additional Deposit for purposes of bidding 

at the Auction nor shall Secured Creditor be required to submit a Competing Bid in advance of 

the auction. 

C. Form and Manner of Notice of Bidding Procedures and Sale. 

25. Pursuant to Bankruptcy Rule 6004(a), notice of the proposed sale of the Property 

outside the ordinary course of business is to be provided in accordance with Bankruptcy Rule 

2002(a)(2), (c)(1), and (k). These provisions of Bankruptcy Rule 2002 provide that all creditors 

are to receive at least twenty-one (21) days’ notice of a sale of estate assets outside the ordinary 

course of business, unless the Bankruptcy Court, for cause, shortens the time or directs another 

method for providing notice. Fed. R. Bankr. P. 2002(a)(2). 

26. Bankruptcy Rule 2002(c)(1) provides that the notice of the proposed sale of assets 

is to include a general description of the assets, the time and place of any public sale, the terms 

and conditions of any private sale and the time fixed for filing objections. Upon obtaining a date 

and time for the Sale Hearing and/or Auction from the Bankruptcy Court at the Approval 

Hearing, the Debtors shall submit a proposed Order outlining the requirements set forth in 

Bankruptcy Rule 2002(c)(1). 

27. With respect to Bankruptcy Rule 6004-1(B)(6), the Debtors do not maintain 

personally identifiable information and thus does not have a policy of prohibiting the transfer of 

personally identifiable information. To that end, the Debtors do not believe a consumer privacy 

ombudsman is required under §332 of the Bankruptcy Code. 

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V. AUTHORITY FOR RELIEF. 

A. The Bankruptcy Code Permits the Debtors to Sell the Property Outside of the 

Ordinary Course of Business. 

28. Property of the estate may be sold outside the ordinary course of business. Section 

363(b)(1) of the Bankruptcy Code provides, in part, that “[t]he trustee, after notice and a hearing, 

may use, sell, or lease, other than in the ordinary course of business, property of the estate.” 11 

U.S.C. § 363(b)(1). A debtor-in-possession or trustee may sell substantially all of its assets prior 

to proposal of a plan of reorganization. In re Parkstone Med. Info. Sys., 2001 WL 36189822 at 

*1 (Bankr. S.D. Fla. Oct. 16, 2001) (Hyman, J.); In re Lionel Corporation, 722 F.2d 1063, 1070-

71 (2d Cir. 1983). Courts have held that transactions should be approved under §363(b)(1) of the 

Bankruptcy Code when: (a) they are supported by the sound business judgment of the debtor’s 

management or the trustee; (b) interested parties are provided with adequate and reasonable 

notice; (c) the sale price is fair and reasonable; and (d) the purchaser is acting in good faith. See, 

e.g, Meyers v. Martin (In re Martin), 933 F.3d 513, 515 (7th Cir. 1991); In re Abbott Dairies of 

Penn, Inc., 788 F.2d 143 (3d Cir. 1986); Comm. of Equity Sec. Holders v. Lionel Corp. (In re 

Lionel Corp.), 722 F.2d 1063, 1071 (2d Cir. 1983); In re Delaware & Hudson Ry. Co., 124 B.R. 

169 (D. Del. 1991); In re Phoenix Steel Corp., 82 B.R. 334, 335-36 (D. Del. 1987); In re 

General Motors Corp., 407 B.R. 463, 498 Bankr. S.D.N.Y. 2009); In re Chrysler LLC, 405 B.R. 

84, 94 (Bankr. S.D.N.Y. 2009). Here, each of these factors is met. 

29. The Debtors, in the sound exercise of their business judgment, concluded that the 

sale of the Property pursuant to the terms and conditions of the Contract presents the best option 

for maximizing the value of the Property and satisfying, in part, its debts owed to Secured 

Creditor and to creditors of the Estate. Selling the Property will permit the Debtors to realize the 

value of the Property and eliminate accruing interest, taxes and administrative expense. 

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30. To date, the Contract submitted by Integra is the best purchase offer the Debtors 

received for the purchase of the Property. In order to ensure the highest possible return for the 

Debtors’ estates and creditors, AHP has conditioned its obligation to proceed under the Contract 

on the Debtor’s ability to receive higher and/or better offers through a competitive Auction, 

appropriate and in the best interest of Debtor’s creditors. In addition, the Debtors have protected 

the Estates by ensuring that, in the event that Integra terminates the Contract before the Due 

Diligence Deadline, an absolute auction sale will nevertheless occur resulting in the final 

disposition of the Property to a party submitting a Competing Bid or to Secured Creditor through 

the exercise of its 363(k) Bid. 

31. Accordingly, the Debtors respectfully submit that ample business justification 

exists for the sale of the Property pursuant to the sale process proposed in this Motion. 

B. The Sale of the Property Will be Free and Clear of Liens, Claims, and 

Encumbrances. 

32. Pursuant to §363(f) of the Bankruptcy Code, the Debtors will sell the Property 

free and clear of all liens, claims, liabilities, encumbrances and other interests. Any liens will 

attach to the proceeds of the sale. This Court has the statutory authority to authorize the sale free 

and clear of liens. Pursuant to §363(f) of the Bankruptcy Code, the Debtors may sell all or any 

part of property of the estate pursuant to §363(b) or (c), free and clear of any and all liens, 

claims, liabilities, encumbrances, or other interests, if: 

(i) applicable non-bankruptcy law permits sale of such property free and 

clear of such interest; 

(ii) each entity holding a lien, claim or interest consents; 

(iii)such interest is a lien and the price at which such property is to be sold 

is greater than the aggregate value of all liens on such property; 

(iv)such interest is in bona fide dispute; or 

(v) such entity could be compelled, in a legal or equitable proceeding, to 

accept a money satisfaction of such interest. 

11 U.S.C. § 363(f); In re Smart World Tech., LLC, 423 F.3d 166, 169 n. 3 (2d Cir. 2005); In re 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 14 of 80
 15 

Elliot, 94 B.R. 343, 345 (E.D. Pa. 1988) (determining § 363(f) is written in the disjunctive; the 

court may approve a sale “free and clear” provided at least one of the subsections is met). The 

Property is subject to (i) the first mortgage lien held by Secured Creditor LV Midtown and (ii) 

the disputed second mortgage lien held by QR Triptych, which is the subject of the Avoidance 

Litigation. See, ¶10, supra. The proposed sale of the Property under the Contract to Integra as 

set forth in this Motion satisfies the Debtors’ obligations to Secured Creditor pursuant to the LV 

Settlement and provides a meaningful recovery to the Debtors’ general unsecured creditors, 

thereby meeting the requirements of §363(f)(ii) of the Bankruptcy Code. 

33. As a result, the Debtors propose to sell the Property free and clear of all successor 

liability claims, in addition to liens, claims and encumbrances. See e.g., In re Trans World 

Airlines, Inc., 322 F.3d 283, 288-90 (3d Cir. 2003); In re Chrysler, LLC, 576 F.3d 108, 126 (2d 

Cir. 2009); Am. Living Sys. V. Bonapfel (In re All Am. Of Ashburn, Inc.), 56 B.R. 186, 189-90 

(Bankr. N.D. Ga. 1986), aff’d 805 F.2d 1515 (11th Cir. 1986). 

C. Integra is Entitled to the Protections Afforded by 11 U.S.C. §363(m) because 

the Proposed Sale is in Good Faith. 

34. Section 363(m) of the Bankruptcy Code provides that reversal or modification on 

appeal of a transaction authorized under §363(b) does not affect the validity of the sale to an 

entity that acquired the property in good faith. See 11 U.S.C. § 363(m); In re Stadium 

Management Corp., 895 F.2d 845 (1st Cir. 1990); In re Adamson Co., Inc., 159 F.3d 896 (4th 

Cir. 1998). 

35. Although the Bankruptcy Code does not define good faith, courts have recognized 

that the kind of misconduct that would destroy a good faith status involves fraud, collusion 

between purchasers and other offerors, or an attempt to grossly take advantage of other offerors. 

In re Abbott Dairies of Pa., Inc., 788 F.2d at 147; In re Gucci, 126 F.3d 380, 390 (2d Cir. 1997). 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 15 of 80
 16 

36. AHP and Integra negotiated the Contract and the transaction contemplated in this 

Motion in good faith. Integra is not an affiliate or insider of the Debtors, nor is it in any way 

related to the Debtors. Accordingly, the Debtors request the Order approving the sale to Integra, 

should it be the purchaser of the Property, or the Successful Bidder, contain a finding that Integra 

or the Successful Bidder is a good-faith purchaser entitled to the protections of §363(m). 

D. The Bidding Procedures are Appropriate and Will Maximize the Value 

Received for the Property. 

37. Courts uniformly recognize that procedures intended to enhance competitive 

bidding are consistent with the goal of maximizing the value received by the estate and therefore 

are appropriate in the context of bankruptcy sales. See, e.g., In re Montgomery Ward Holding 

Corp., Case No. 97-1409 (PJW) (Bankr. D. Del. Aug. 6, 1997); In re Integrated Resources, Inc., 

147 B.R. 650, 659 (S.D.N.Y. 1992); In re Financial News Network, Inc., 126 B.R. 152, 156 

(Bankr. S.D.N.Y. 1991) (stating “court-imposed rules for the disposition of assets ... [should] 

provide an adequate basis for comparison of offers, and [should] provide for a fair and efficient 

resolution of bankrupt estates.”). 

38. The proposed Bidding Procedures will allow the Debtors to conduct the Auction 

in a controlled, fair and open fashion that will encourage participation by financially capable 

bidders, thereby increasing the likelihood they will receive the best possible consideration for the 

Property. They also allow the Debtors to undertake the Auction process in as expeditious a 

manner as possible, which the Debtors believe is essential to maintaining and maximizing the 

value of their Estates. 

39. The Debtors believe that the Bidding Procedures will encourage bidding for the 

Property and are appropriate under the relevant standards governing auction proceedings and 

bidding incentives in bankruptcy proceedings. See Integrated Resources, 147 B.R. at 659; In re 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 16 of 80
 17 

995 Fifth Avenue Assocs., 96 B.R. 24, 28 (Bankr. S.D.N.Y. 1989). 

WHEREFORE, the Debtors, AVENTURA HOTEL PROPERTIES, LLC (“AHP”) and 

TRIPTYCH MIAMI HOLDINGS, LLC respectfully request the Bankruptcy Court set an 

Approval Hearing on the Motion, and enter an Order: (i) authorizing AHP to sell the Property 

free and clear of all liens, claims and encumbrances, pursuant to 11 U.S.C. §363; (ii) approving 

the Contract, subject to better and higher offers; (iii) approving the Bidding Procedures and sale 

process; (iv) setting a Sale Hearing and/or Auction date on or before August 23, 2021, or as soon 

as possible as the Court’s schedule permits; and (v) granting such other and further relief as is 

just and proper. 

 Dated this 15th day of July, 2021. 

Respectfully submitted, 

GENOVESE JOBLOVE & BATTISTA, P.A. 

 Counsel to the Debtors-in-Possession 

100 S.E. 2nd Street, Suite 4400 

Miami, FL 33131 

Tel.: (305) 349-2300 

Fax.: (305) 349-2310 

 By:/s/ Jesus M. Suarez 

 John H. Genovese, Esq. 

 Fla. Bar No. 280852 

 jgenovese@gjb-law.com 

 Jesus M. Suarez, Esq. 

 Fla. Bar No. 60086 

 jsuarez@gjb-law.com 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 17 of 80
 18 

EXHIBIT A 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 18 of 80
CONTRACT FOR “AS IS” SALE AND PURCHASE OF VACANT LAND 

 FOR AND IN CONSIDERATION of the mutual benefits accruing and expected to 

accrue hereunder Aventura Hotel Properties, LLC , a Florida limited liability company and 

Chapter 11 Debtor in Possession, whose mailing address is 1001 SW 2nd Avenue, Suite 300, 

Miami, Florida 33127 (hereinafter “Seller”) and Integra Real Estate, LLC, a Florida limited 

liability company, whose mailing address is 150 SE Second Avenue, Suite 800, Miami, Florida 

33131 (hereinafter called “Buyer”), enter into this Contract For “As Is” Sale And Purchase of 

Vacant Land (the “Contract”) and intend to be legally bound by the terms and conditions 

hereinafter set forth. The effective date of this contract shall be July 15, 2021, the date of 

execution of this Contract by the Buyer (the “Effective Date”). 

ONE. PROPERTY: Seller agrees to sell and Buyer agrees to buy all that certain 

assemblage of land, including all right, title and interest of Seller in the assemblage of land 

located at 3601 N. Miami Avenue, in Miami-Dade County, Florida as more particularly 

described on Exhibit “A” attached hereto and made a part hereof (the “Property”), inclusive of 

any development rights previously obtained by Seller, together with all plans, drawings, as-built 

record drawings, transferable consents, authorizations, variances or waivers, permits, 

entitlements, utility rights, reservations and approvals related thereto, if any, and subject to 

Bankruptcy Court approval. 

TWO. PURCHASE PRICE AND DEPOSIT: The purchase price for the Property is 

Twenty-Five Million Five Hundred Thousand DOLLARS ($25,500,000.00) (the “Purchase 

Price”), which shall be paid at closing by indefeasible payment made by wire transfer (the 

"Closing"). The Closing shall take place upon entry of an order of the Bankruptcy Court 

approving this Contract and sale of the Property but in no event later than September 15, 2021. 

The Buyer shall deposit Two Hundred and Fifty Thousand and 00/100 Dollars ($250,000.00) 

(the “First Deposit”) with the Closing Agent (as defined below), within three (3) business days 

after the Effective Date. If Buyer does not terminate the Contract prior to the expiration of the 

Due Diligence Period (as defined below), then Buyer shall make a second deposit of One Million 

and No/100 Dollars ($1,000,000) (the “Second Deposit”) (the First Deposit and Second Deposit 

are collectively referred to herein as the “Deposit”) with the Closing Agent (as defined below) no 

later than three (3) days following the expiration of the Due Diligence Period (as defined below). 

Subject to the terms of the Contract, the Second Deposit, along with the First Deposit, shall then 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 19 of 80
become non-refundable in accordance with the terms of this Contract. The First Deposit and 

Second Deposit shall be delivered to Seller and applied as a credit against the Purchase Price at 

Closing. 

THREE. INSPECTIONS. Buyer shall have the right, at its sole cost and expense, to 

conduct such investigations, studies, analyses, surveys, searches, interviews and tests as Buyer 

shall deem necessary or appropriate to evaluate the suitability of the Property for Buyer’s 

intended use (collectively, the “Inspections”), and Seller hereby grants Buyer and Buyer’s 

Agents the right to enter the Property for purposes of completing its Inspections. Buyer shall 

have until the end of the date that is thirty (30) days after the Effective Date of this Contract (the 

“Due Diligence Period”) to determine, in its sole discretion, whether the Contract is suitable for 

Buyer’s intended use. If Buyer determines, for any reason, that the Property is not suitable for 

Buyer’s intended use, then Buyer shall have the right to terminate this Contract before the 

expiration of the Due Diligence Period by delivering written notice to Seller, in which case, the 

Deposit shall be returned to Buyer, and the Parties shall have no further obligations to one 

another except those that expressly survive termination of this Contract. If Buyer fails to 

terminate this Contract before the expiration of the Due Diligence Period, then Buyer will be 

deemed to have waived such termination right, the Deposit shall become non-refundable to 

Buyer (except where otherwise provided in this Contract), and the Parties shall proceed to 

Closing in accordance with the terms and conditions of this Contract. In such event, Buyer shall 

accept the Property in its as “AS IS” condition, except as otherwise provided in this Contract. 

 FOUR. BUYER INDEMNIFICATION. To the extent that Buyer or its employees, 

agents or contractors (collectively, “Buyer’s Agents”) conduct Inspections, Buyer agrees (i) to 

repair all damage to the Property caused by Buyer or Buyer’s Agents, (ii) not to permit any 

mechanics’, materialman’s or other liens to attach to the Property as a result of Inspections 

carried out by Buyer or Buyer’s Agents, and if such liens do attach, then Buyer shall, at its sole 

cost and expense, remove or bond over the same within fifteen (15) days after notice of same, 

and (iii) to indemnify, defend and hold the Seller harmless from and against all losses, costs, 

expenses, liabilities, claims and damages, including reasonable attorneys’ fees actually incurred 

(collectively “Losses”) suffered by the Seller and caused by the negligent actions or willful 

misconduct of Buyer or Buyer’s Agents in conducting Inspections of the Property; provided, 

however, that this Section shall not apply to (y) Losses caused by the negligence or willful 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 20 of 80
misconduct of Seller, or its employees, agents or contractors, and/or (z) Losses caused by the 

discovery of defects (including violations of law and/or the release of Hazardous Substances (as 

hereinafter defined) not introduced by Buyer or Buyer’s Agents). The term, “Legal 

Requirements”, shall mean all applicable federal, state, county, city, municipal and local laws, 

statutes, ordinances, regulations, requirements, orders and directives of any Governmental 

Authority. The term “Governmental Authority” shall mean all applicable federal, state, county, 

city, municipal and local governmental bodies, boards, agencies, courts, regulators, or other 

instrumentalities having jurisdiction over the parties and/or the Property. Buyer (or Buyer’s 

agents) shall maintain comprehensive public liability insurance with broad form contractual and 

personal injury liability endorsements with respect to the Property and Buyer’s and Buyer’s 

agents’ activities carried on therein, and with such insurance carriers having an A.M. Best’s Key 

Rating Guide Rating of “A-” and a financial category of VII or better and naming Seller as an 

additional insured (at the option of Seller), including a waiver of defenses of the insurer based on 

the actions or inaction of Buyer. Such liability insurance shall provide coverages of not less than 

$1,000,000.00 for injury or death to any one person and $2,000,000.00 for injury or death to 

more than one person and $500,000.00 with respect to property damage. 

FIVE. BANKRUPTCY COURT APPROVAL: Notwithstanding anything contained 

herein to the contrary, it is expressly agreed and acknowledged by the Seller and Buyer, that this 

Contract is an “As Is/Where Is” purchase agreement, and contingent upon the Seller receiving 

Bankruptcy Court approval for this transaction. The Seller will seek approval of this Contract 

with the United States Bankruptcy Court for the Southern District of Florida (the “Bankruptcy 

Court”) in the matter of In re Aventura Hotel Properties, LLC Bankruptcy Case No. Case No. 

21-12374-BKC-RAM (the “Bankruptcy Case”) upon a duly filed motion and/or plan of 

reorganization or liquidation seeking the approval of the Contract, which shall be noticed for 

hearing in the Bankruptcy Court under 11 U.S.C. §363 of the Bankruptcy Code, and as provided 

by the Bankruptcy Rules and the Local Rules. The Purchase Price shall remain open subject to 

higher and better offers and subject to the Seller receiving the necessary Bankruptcy Court 

approval (the “Court Approval”) authorizing the Seller to enter into and perform under this 

Contract. The Court Approval shall provide the Seller with an order or judgment containing a 

finding by the Bankruptcy Court authorizing the Seller to sell the interests of the Seller free and 

clear of all liens, encumbrances and other interests in the Property under 11 U.S.C. §363 of the 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 21 of 80
United States Bankruptcy Code. The Court Approval shall further provide for Seller and give 

Seller the authority to (i) sell the Property; and (ii) sell the Property for the proposed Purchase 

Price stated herein or the highest and best offer. If Seller is not able to reach an agreement or 

Court Approval is not granted, the Contract shall be deemed null and void and cancelled, all 

deposits shall be returned to Buyer, and all parties shall be held harmless. Jurisdiction and venue 

shall remain with the Bankruptcy Court with respect to any and all matters relating to the 

enforcement of this Contract. 

SIX. SURVEY: Seller authorizes Buyer, at Buyer’s expense, to secure the services of a 

registered land surveyor (the “Surveyor”) to enter upon and survey the Property in order to 

determine the exact dimensions thereof and to prepare a legal description to be used in the deed 

of conveyance (the “Survey”). The Survey shall be completed prior to the expiration of the Due 

Diligence Period. If the Survey discloses a material variation from the description contained in 

Exhibit “A” hereto, or if any easements, encroachments or conditions upon the Property or any 

other matter disclosed by said Survey, in the sole opinion of Buyer, would prevent Buyer from 

developing the Property in accordance with Buyer’s plans and specifications, Buyer shall, within 

five (5) days of the date of completion of the Survey or the expiration of the Due Diligence 

Period, whichever is earlier, either (i) cancel the Contract and receive back its Deposit, and 

Buyer and Seller shall be released from any liability under this Contract, or (ii) accept the 

Property as disclosed by the Survey and proceed to Closing as described herein. If Buyer fails to 

notify Seller in writing of its election to cancel the Contract within five (5) days from the date of 

completion of the Survey or the expiration of the Due Diligence Period, Buyer shall be deemed 

to have accepted the Property as disclosed by the Survey. 

SEVEN. TITLE: The Property shall be conveyed by statutory warranty deed (the 

“Deed”) executed by Seller, free and clear of all liens, claims and encumbrances as provided 

under 11 U.S.C. §363 of the Bankruptcy Code and subject to Court Approval as provided in this 

Contract; provided however, that any easements, restrictions and encumbrances of record in 

Exhibit “B” attached hereto shall be subject to the provisions of this Contract; provided, 

however, that Buyer shall be permitted to raise as title objections (within ten (10) days of Buyer 

being notified thereof) of new matters affecting title of which Buyer receives notice. If Buyer 

timely and properly objects to any such other item, then same shall be treated in the same manner 

as a title defect which, if not cured, shall entitle Buyer to terminate the Contract and the return of 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 22 of 80
its Deposit. Additionally, if any municipal violation is issued after the expiration of the Due 

Diligence Period, then, if not cured prior to Closing, Buyer shall have the option to either (i) 

proceed to Closing, or (ii) terminate the Contract by delivering written notice to Seller and 

receive back its Deposit. On or prior to the expiration of the Due Diligence Period, Buyer shall 

notify Seller as to which contracts, if any, Buyer will assume and which contracts shall be 

terminated by Seller (hereinafter, the “Unassumed Contracts”) at Closing (to the extent Seller is 

able to terminate such contracts prior to Closing); and, Seller shall terminate all Unassumed 

Contracts prior to Closing. If Seller is unable to terminate any Unassumed Contracts, then Buyer 

may terminate this Agreement by delivering written notice to Seller; and, upon delivery of such 

notice, the Closing Agent is authorized and directed to return the Deposit to Buyer. Title 

examination fees shall be paid by Buyer and the premium for title insurance in the amount of the 

Purchase Price shall be paid by Buyer at Closing. The Buyer acknowledges and accepts that title 

shall be subject to and Buyer assumes permitted exceptions as set forth in Exhibit B. Any 

objection to title shall be made prior to the expiration of the Due Diligence Period or is otherwise 

deemed waived. 

EIGHT. TAXES/UTILITIES: At or prior to Closing, Seller shall pay all prior years’ ad 

valorem and non ad valorem taxes owed on the Property. All real estate taxes (other than 

transfer taxes) for the 2021 calendar year and water, sewer and other utility charges shall be 

prorated as of the date of transfer of title to Buyer. To the extent any special assessments exist 

that must be satisfied prior to or in connection with the Closing in order for the Closing Agent to 

deliver a title policy to Buyer, such special assessments shall be paid, discharged or satisfied 

from the proceeds of the Purchase Price at Closing. All applicable transfer taxes shall be paid by 

Seller at Closing. 

NINE. COMMISSIONS: Seller shall pay any real estate broker commission due as a 

result of this sale in accordance with the listing agreement executed by and between the Seller 

and Avison Young – Florida, LLC, and approved by the Order Granting Application to Employ 

John K. Crotty of Avison Young - Florida, LLC as Exclusive Real Estate Sales Broker Effective 

as of April 26, 2021 [ECF No. 53] dated June 4, 2021in the Bankruptcy Case. Subject to the 

foregoing, the parties each represent and warrant to the other that no real estate broker(s), 

salesman (salesmen) or finder(s) have been involved in this transaction. 

 TEN. POSSESSION: Seller shall deliver possession of the Property at Closing upon 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 23 of 80
transfer of title to Buyer. 

ELEVEN. CLOSING: The Closing shall be consummated on the date set forth in in this 

Contract, through Pardo Jackson Gainsburg, PL, 200 S.E. First Street, Suite 700, Miami, Florida 

33131, as closing agent (the “Closing Agent”), unless the terms and conditions of this Contract 

have not been satisfied. 

TWELVE. ASSIGNMENT: Buyer may not assign its right, title and interest under 

this Contract. Notwithstanding the foregoing to the contrary, Seller hereby consents to an 

assignment at or prior to Closing by Buyer of Buyer’s interest in this Contract to an affiliate or 

related company which is controlled by, or under common control with, Buyer, provided that 

such affiliate or related company shall assume, in writing (by execution of an assignment and 

assumption agreement), all of Buyer’s obligations under this Contract. In the event of an 

assignment, Buyer shall not be relieved of its obligations under this Contract. 

THIRTEEN. REPRESENTATIONS AND WARRANTIES: 

(a) Seller represents and warrants, to the best of its knowledge, the following: 

(i) The Property is being sold strictly in “AS IS / WHERE IS” condition with 

right of inspections. The Seller shall make no repairs and repairs are not a condition to 

the sale. The Seller does not make or give any warranties expressed or implied, it is the 

sole responsibility of Buyer to perform all inspections and due diligence Buyer deems 

necessary for the purchase of the Property. This clause shall survive the Closing or any 

termination of the Contract. 

(ii) Seller is a limited liability corporation validly existing, organized and in 

good standing under the laws of the State of Florida and duly authorized to do business in 

the State of Florida. Seller has (i) the power, right and authority to enter into and perform 

all of the obligations required of Seller under this Contract and the instruments and 

documents referenced herein, and to consummate the transaction contemplated hereby, 

subject to Court Approval and (ii) taken all requisite action and obtained all requisite 

consents, releases and permissions in connection with entering into this Contract and the 

instruments and documents referenced herein or required under any covenant, agreement, 

encumbrance, law or regulation with respect to the obligations required hereunder, 

subject to Court Approval. 

(iii) This Contract is, and all agreements, instruments and documents to be 

executed and delivered by Seller pursuant to this Contract shall be, duly authorized, 

executed and delivered by Seller, subject to Court Approval. This Contract is, and all 

agreements, instruments and documents to be executed and delivered by Seller pursuant 

to this Contract shall be, valid and legally binding upon Seller and enforceable in 

accordance with their respective terms, subject to Court Approval. Neither the execution 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 24 of 80
of this Contract nor the consummation of the transactions contemplated hereby does now 

constitute or shall result in a breach of, or a default under, any agreement, document, 

instrument or other obligation to which Seller is a party or by which Seller may be bound. 

 (iv) All work that has been performed, or labor or materials supplied, at or on 

the Property, or in connection with the construction, maintenance, rehabilitation or 

alteration of the Property or any of the Improvements, including any claim for payment 

of any of the same or the right to place a lien against the Property by any contractor, 

subcontractor or other party, if any, shall be satisfied, paid, or otherwise discharged at or 

prior to Closing, to the extent required for the Closing Agent to issue a title policy to 

Buyer. 

(v) Seller is a “United States Person” within the meaning of 

Section 1445(f)(3) of the Internal Revenue Code amended. 

(vi) To Seller’s knowledge, there are no condemnation, zoning or other land-use 

regulation proceedings, either instituted, or planned to be instituted, with respect to the 

Property which would adversely affect the use and operation of the Property for its 

intended purpose or the value of the Property, nor has Seller received notice of any 

special assessment proceedings affecting the Property. 

(vii) Except to the extent disclosed to Buyer in writing or in the materials made 

available to Buyer for its review prior to the date hereof, Seller has not received written 

notice of any proposed special assessments which would affect the Property. 

(viii) Seller has not received written notice from any Governmental Authority 

having jurisdiction over the Property stating that the Property is in violation of, any 

permit, zoning, building, fire or health code or other applicable law which remains 

uncured. 

(ix) Seller has not received written notice from any Governmental Authority 

having jurisdiction over the Property stating that the Property is in violation of any 

Environmental Law which remains uncured. As used herein, “Environmental Law” 

means, collectively, (1) the Comprehensive Environmental Response, Compensation, and 

Liability Act of 1980, as amended (“CERCLA”) (41 U.S.C. § 9601 et seq.) the Resource 

Conservation and Recovery Act, 42 U.S.C. § § 6901 et seq. (“RCRA”), and the Toxic 

Substances Control Act, as amended (“TSCA”) (15 U.S.C. § 2601 et seq.); and (2) any 

other federal, state or local laws, ordinances, statutes, codes, rules, regulations, orders or 

decrees now or hereinafter in effect relating to (A) pollution, (B) the protection or 

regulation of human health, natural resources or the environment, (C) the treatment, 

storage or disposal of Hazardous Materials, or (D) the emission, discharge, release or 

threatened release of Hazardous Materials into the environment. As used herein, 

“Hazardous Materials” means, collectively, any chemical, waste, or other material that is 

or contains (1) any “hazardous substance” as now or hereafter defined in § 101(14) of 

CERCLA or any regulations promulgated under CERCLA; (2) any “hazardous” or 

“toxic” waste as now or hereafter defined in RCRA or any regulations promulgated under 

RCRA; (3) any substance now or hereafter regulated by TSCA or any regulations, rule, 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 25 of 80
order or requirement promulgated under TSCA; (4) petroleum, petroleum by products, 

gasoline, diesel fuel, or other petroleum hydrocarbons; (5) asbestos and asbestoscontaining material in any form, whether friable or non-friable; (6) polychlorinated 

byphenyls; or (7) lead and lead-containing products. Except for any above-ground 

storage tanks which serve as the fuel system for the Property, there are no storage tanks 

located on the Property. 

(x) The agreements attached hereto as Exhibit “C” are the only leases, 

service contracts, licenses or occupancy agreements currently in effect with respect to the 

Property and Seller has provided a true and complete copy of each to Buyer. Seller has 

not sent a default notice to any such contract party which remains uncured. Seller has not 

received written notice from any such contract party of a default by Seller under any such 

contract which default by Seller remains uncured. 

(xi) Seller has good and marketable title to the Property, and no person (other 

than Buyer to this Contract) has a right or option to acquire the Property or any direct or 

indirect interest in the Property. 

(b) Buyer represents and warrants the following: 

(i) Buyer is a limited liability company validly existing and organized under 

and by virtue of the laws of the State of Florida. Buyer has the power, financing right and 

authority to enter into and perform all of the obligations required of Buyer under this 

Contract and the instruments and documents referenced herein. 

(ii) This Contract is, and all agreements, instruments and documents to be 

executed and delivered by Buyer pursuant to this Contract shall be, duly authorized, 

executed and delivered by Buyer. This Contract is, and all agreements, instruments and 

documents to be executed and delivered by Buyer pursuant to this Contract shall be, valid 

and legally binding upon Buyer and enforceable in accordance with their respective 

terms. 

(iii) No petition in bankruptcy (voluntary or otherwise), assignment for the 

benefit of creditors, or petition seeking reorganization or arrangement or other action 

under Federal or state bankruptcy law is pending against or, to the best of Buyer’s 

knowledge, contemplated by Buyer. 

(iv) Neither the execution of this Contract nor the consummation of the 

transactions contemplated hereby does now constitute or shall result in a breach of, or a 

default under, any agreement, document, instrument or other obligation to which Buyer is 

a party or by which Buyer may be bound, or any law, statute, ordinance, rule, 

governmental regulation or any writ, injunction, order or decree of any court or 

governmental body, applicable to Buyer or to the Property. 

(c) The provisions of the Section shall survive Closing. 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 26 of 80
FOURTEEN. CONDITIONS PRECEDENT TO CLOSING: 

(a) The obligation of Buyer to consummate the acquisition of the Property hereunder 

is subject to the satisfaction of each of the following conditions precedent (collectively, the 

“Conditions Precedent”): 

(i) Representations and warranties of Seller contained in this Contract shall 

be true, complete and accurate, in all material respects, on and as of the date hereof and 

the Closing as if the same were made or re-made on and as of Closing; 

(ii) Title to the Property shall be as described in this Contract; 

(iii) Seller shall have performed each and every material obligation and 

covenant of Seller to be performed hereunder except to the extent waived by Buyer in 

writing; 

(iv) Seller shall deliver at the Closing the following original executed 

documents to the Closing Agent: 

a. The Deed; 

b. An assignment and assumption of contracts, if applicable; 

c. An “Owner’s Affidavit”, in form reasonably acceptable to Buyer and 

sufficient for the Closing Agent to delete any exceptions for (a) 

mechanics’ or materialmen’s liens arising from work at the Property 

which is the responsibility of Seller hereunder, and (b) parties in 

possession, other than tenants as tenants only; 

d. A gap affidavit, in a form reasonably acceptable to Buyer and Closing 

Agent; 

e. A certificate pursuant to the Foreign Investment in Real Property Tax 

Act in standard form 

f. A signed settlement statement setting forth the payments, debits and 

credits to occur at Closing, including the Purchase Price, the Deposit 

and the Closing prorations referenced above; 

g. A certificate dated as of the Closing Date certifying that all of the 

Seller's representations and warranties set forth in this Contract remain 

true, correct and complete in all respects as when first made hereunder; 

h. An assignment of any intangible personal property contemplated under 

this Contract; 

i. Such resolutions in form and content as the Closing Agent may 

reasonably request evidencing Seller's existence, power and authority 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 27 of 80
to enter into and execute this Contract and to consummate the 

transactions herein contemplated; and 

j. All other documents reasonably necessary or otherwise required by 

Buyer or Closing Agent to consummate the transactions contemplated 

by this Agreement. 

(b) The obligation of Seller to consummate the sale of the Property herewith is 

subject to the satisfaction of each of the following conditions precedent: 

(i) Representations and warranties of Buyer contained in this Contract shall 

be true, complete and accurate, in all material respects, on and as of the date hereof and 

the Closing as if the same were made or re-made on and as of the Closing; 

(ii) Buyer shall have performed each and every material obligation and 

covenant of Buyer to be performed hereunder except to the extent waived by Seller in 

writing. 

 FIFTEEN. SELLER’S AGREEMENTS PRIOR TO CLOSING: 

For the period from the Effective Date to the earlier of (i) termination of the Contract by 

either party; or (ii) Closing, Seller shall: 

(a) Provide to Buyer, immediately upon the receipt thereof, any and all notices in 

any manner relating to the Property received by Seller or its agents or representatives 

from any governmental or quasi-governmental instrumentality, insurance company or 

from any other entity or party. 

(b) Take all actions necessary to comply with all of the Entitlements, Easements 

and all other agreements, covenants, encumbrances and obligations affecting or relating 

to the Property. Seller shall pay (or cause to be paid) all utility bills, tax bills and other 

invoices and expenses relating to the Property, as and when the same become due or the 

amount thereof shall be credited to Buyer against the Purchase Price at Closing, to the 

extent required to complete the Closing. 

(c) Not, without the prior written consent of Buyer, except for purposes of filing 

the Contract with the Bankruptcy Court for Bankruptcy Court approval and providing 

notice of sale of the Property to all interested parties in the Bankruptcy Case pursuant to 

the Bankruptcy Code, disclose or provide a copy of this Contract, or any part hereof, or 

any of the agreements, covenants or transactions contained herein, or delivered in 

connection herewith, to any third party (other than to Seller’s professional advisors, 

management agents, or to others as Seller may be required by process of law). 

(d) Not, without the prior written consent of Buyer, enter into, renew or amend 

any contracts, leases, licenses or other agreements in respect of the Property. 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 28 of 80
(e) Not, without the prior written consent of Buyer, grant or record any easement, 

permit, right of way, encumbrance or other interest of any kind affecting the Property. 

(f) Not knowingly discharge, disburse, release, dispose of, or allow to escape or 

migrate, on or from the Property, any hazardous materials (hereinafter defined). 

(g) Not, without the prior written consent of Buyer, file, consent or support any 

application to change the zoning classification of the Property. 

(h) Provide to Buyer all correspondence, filings, reports and other documentation 

submitted to or received from governmental authorities after the Effective Date relating 

to tanks or other environmental conditions on the Property. 

SIXTEEN. BREACH OF CONTRACT: 

(a) By SELLER: In the event the purchase and sale hereunder is not closed by 

reason of Seller’s default hereunder, the parties hereto agree that upon Seller’s failure to cure 

such default within fifteen (15) days of receipt of written notice of such default from Buyer, 

Buyer shall be entitled to return of the Deposit. In no event shall Buyer have the right, and Buyer 

hereby waives the right to, and in no event shall Seller be liable for, any special, incidental, 

exemplary and consequential damages, including, but not limited to, the loss of profits or 

revenue, interference with business operations, or loss of tenants, lenders, investors, or buyers, or 

inability to use the Property. 

(b) By BUYER: In the event the purchase and sale hereunder is not closed by reason 

of Buyer’s default hereunder, the parties agree that upon Buyer’s failure to cure such default 

within ten (10) days of receipt of written notice from Seller and without further authorization or 

signature from Buyer, the Closing Agent shall deliver the Deposit to Seller, as full liquidated 

damages for Buyer’s default. In no event shall Seller have the right and Seller hereby waives the 

right to sue for specific performance, and in no event shall Buyer be liable for any special, 

incidental, exemplary and consequential damages, including, but not limited to, the loss of 

profits or revenue, interference with business operations, or loss of tenants, lenders, investors, or 

buyers, or inability to sell the Property. The parties hereto expressly acknowledge that it is 

impossible to estimate more precisely the damages to be suffered by Seller upon Buyer’s default, 

and that the Deposit is intended not as a penalty, but as full liquidated damages. In the event the 

purchase and sale contemplated in the Contract is not consummated because of Buyer’s default, 

Buyer hereby waives and releases any right to (and hereby covenants that it shall not) sue Seller 

to recover the amount set forth or any part thereof on the grounds that it is unreasonable in 

amount or is a penalty and not agreed upon and reasonable liquidated damages. 

SEVENTEEN. NOTICES: Any notice or communication required or permitted under 

this Contract must be in writing. Such notice will be deemed validly given for all purposes when 

delivered by electronic mail, when deposited in registered or certified United States mail, return 

receipt requested, or overnight delivery service, addressed to the party for whom such notice is 

intended, at the following addresses: 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 29 of 80
(a) if to Seller: 

Aventura Hotel Properties, LLC 

c/o Francisco Arocha 

1001 SW 2nd Avenue, Suite 300, 

Miami, Florida 33126 

farocha@hesgroup.com 

with a copy to: 

Genovese Joblove & Battista, P.A. 

c/o Jesus M. Suarez 

100 SE Second Street, 44th Floor 

Miami, Florida 33133 

jsuarez@gjb-law.com

(b) if to Buyer: 

Integra Real Estate, LLC 

150 S.E. 2nd Avenue, Suite 800 

Miami, FL 33131 

vb@integrafl.com 

(c) if to Closing Agent: 

Pardo Jackson Gainsburg, PL 

200 S.E. First Street, Suite 700 

Miami, FL 33131 

mpardo@pardojackson.com 

EIGHTEEN. MERGER: This Contract supersedes all prior negotiations and 

understandings between the parties and constitutes the entire Contract with respect to the 

purchase and sale of the Property. The Contract shall be binding upon Seller and Buyer and their 

respective successors and assigns; provided, Seller may not assign its interest under this Contract 

except with the written consent of Buyer. 

NINETEEN. SECTION HEADINGS: The section headings in this Contract are for the 

purpose of convenience only and shall in no way be held to explain, modify or aid in the 

interpretation, construction or the meaning of the provisions herein. 

TWENTY. TERMINATION – DEPOSIT: If this Contract is canceled in accordance 

with the provisions hereof, Seller shall return the Deposit to Buyer, and Seller and Buyer shall be 

released from any obligation or liability to the other under this Contract. 

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TWENTY ONE. DISPUTES: Any dispute under this agreement shall be subject to the 

exclusive jurisdiction of the United States District Court for the Southern District of Florida 

(“Miami Division”) with any disputes to be resolved in the Bankruptcy Case (as defined in this 

Contract) with the prevailing party to be entitled to an award of reasonable attorney’s fees. 

 TWENTY TWO. ESCROW: The Deposit shall be held in escrow by the Closing Agent 

upon the following terms: 

(a) The Deposit shall be delivered to the Closing Agent and shall be held by 

the Closing Agent until the Closing or sooner termination of this Agreement. Closing Agent 

shall deliver or apply the Deposit in accordance with the terms of this section. 

(b) At the Closing, the Deposit shall be paid by Closing Agent to Seller. If, 

for any reason, the Closing does not occur and either party makes a written demand upon 

Closing Agent for payment of such amount, Closing Agent shall give written notice to the other 

party of such demand. If Closing Agent does not receive a written objection from the other party 

to the proposed payment within one (1) business day after the giving of such notice, Closing 

Agent is hereby authorized to make such payment. If Closing Agent does receive such written 

objection within such one (1) business day period, or if for any other reason the Closing Agent in 

good faith shall elect not to make such payment, Closing Agent shall continue to hold such 

amount until otherwise directed by joint written instructions from Seller and Buyer or by a nonappealable final order from a court of competent jurisdiction. However, Closing Agent shall 

have the right at any time to deposit the Deposit and the interest accrued thereon, if any, with the 

clerk of the court having jurisdiction in the county in which the Property is located. Closing 

Agent shall give written notice of such deposit to Seller and Buyer and, upon such deposit, 

Closing Agent shall be relieved and discharged of all further obligations hereunder. 

(c) Buyer and Seller agree that: 

(i) the duties of the Closing Agent are only as herein specifically 

provided, and, except for the provisions of subsection (d) hereof, are purely ministerial in nature, 

and the Closing Agent shall incur no liability whatever except for Closing Agent's willful 

misconduct or gross negligence, as long as the Closing Agent has acted in good faith; 

(ii) the Closing Agent shall not be liable or responsible for the 

collection of the proceeds of the check (if paid by check) representing the Deposit; 

(iii) in the performance of its duties hereof, the Closing Agent shall be 

entitled to rely upon any document, instrument or signature reasonably believed by Closing 

Agent to be genuine and signed by either Seller or Buyer or its successors; 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 31 of 80
(iv) the Closing Agent may assume that any person purporting to give 

any notice of instructions in accordance with the provisions hereof has been duly authorized to 

do so; 

(v) except as provided in subsection (d) hereof, and except for any 

loss, liability, costs or expenses arising as a result of Closing Agent's willful misconduct or gross 

negligence, Seller and Buyer each hereby indemnifies the Closing Agent for, and holds it 

harmless against, any and all loss, liability, costs or expenses, including, without limitation, 

reasonable attorneys' fees incurred by Closing Agent in serving as Closing Agent hereunder and 

in faithfully discharging its duties and obligations hereunder; 

(vi) Seller and Buyer each hereby releases the Closing Agent from any 

act done or omitted to be done by the Closing Agent in good faith in the performance of its 

duties hereunder. 

(d) The Closing Agent is acting as a stakeholder only with respect to the 

Deposit. If there is any dispute as to whether the Closing Agent is obligated to deliver the 

Deposit or as to whom said Deposit is to be delivered, the Closing Agent shall not be required to 

make any delivery, but in such event the Closing Agent may hold the same until receipt by the 

Closing Agent of an authorization in writing, signed by all of the parties having any interest in 

such dispute, directing the disposition of the Deposit and any interest accrued thereon, or in the 

absence of such authorization the Closing Agent may hold the Deposit and any interest accrued 

thereon until the final determination of the rights of the parties in an appropriate proceeding. If 

such written authorization is not given, or proceedings for such determination are not begun 

within thirty (30) days of the date set forth herein for the Closing and diligently continued, the 

Closing Agent may, but is not required to, bring an appropriate action or proceeding for leave to 

deliver the Deposit and any interest accrued thereon to a Florida state court of competent 

jurisdiction, pending such determination. The Closing Agent shall be reimbursed for all costs and 

expenses of such action or proceeding including, without limitation, reasonable attorneys' fees 

and disbursements at all tribunal levels, by the party determined not to be entitled to the Deposit, 

or if the Deposit is split between the parties hereto, such costs of the Closing Agent shall be split, 

pro rata, between Seller and Purchaser, based upon the amount of the Deposit received by each. 

Upon making delivery of the Deposit in the manner provided in this Agreement, the Closing 

Agent shall have no further liability hereunder. 

(e) Closing Agent shall have the right, but not the obligation, to invest the 

Deposit in an interest-bearing account with a financial institution approved by Closing Agent 

conditioned upon receiving an appropriate W-9 form from Buyer. Closing Agent shall not be 

liable for any losses suffered in connection with any such investment and shall have no 

obligation to obtain the best, or otherwise seek to maximize the rate of interest earned on any 

such investment. Any fees or charges in connection with such investment shall be paid out of the 

amounts held in escrow before any other payments shall be required to be made from such 

amounts. 

(f) Upon any delivery of the amount remaining in escrow as provided herein, 

Closing Agent shall be relieved of all liability, responsibility or obligation with respect to or 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 32 of 80
arising out of the escrow or under this Agreement. Closing Agent shall not be bound by any 

modification to this Section unless Closing Agent shall have agreed to such modification in 

writing. 

(g) The Closing Agent has executed this Agreement solely to confirm that the 

Closing Agent shall be receiving funds constituting the Deposit (subject to collection) and will 

hold the Deposit, in escrow, pursuant to the provisions of this Agreement. 

(h) Closing Agent shall be entitled to retain attorneys of its choice, including 

an affiliate of Closing Agent, in connection with this escrow and Closing Agent may continue to 

represent Buyer in connection with this Agreement, or any dispute which may arise hereunder or 

otherwise. Seller hereby acknowledges and consents to the foregoing and, to the fullest extent 

permitted by law, waives any objection to Closing Agent, or any law firm related thereto, 

representing Buyer in any dispute related to this Agreement. 

[End of Contract– Signature Page Follows] 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 33 of 80
Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 34 of 80
[Signature Page to Contract] 

Witnesses: AVENTURA HOTEL PROPERTIES, 

 LLC, as Debtor in Possession

_____________________________ By: ________________________________ 

_____________________________

 Title:______________________________ 

 

 Executed by Seller this 15th day of July, 2021. 

 Integra Real Estate, LLC 

______________________________ By: _______________________________ 

______________________________ Title:_______________________________ 

 Executed by Buyer this 15th day of July, 2021. 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 35 of 80
EXHIBIT “A” 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 36 of 80
150 SE 2nd Avenue, Suite 800 Miami, FL 33131 – Tel: 305-774-0110

5

3701 N Miami Ave Aventura Hotel Properties LLC Blue (1) 01-3124-026-0070 4,457 SF 0.10 Acres

3630 N Miami Ave Aventura Hotel Properties LLC Red (2) 01-3124-026-0150 3,269 SF 0.08 Acres

3651 N Miami Ave Aventura Hotel Properties LLC Yellow (3) 01-3124-026-0060 4,176 SF 0.10 Acres

3601 N Miami Ave Aventura Hotel Properties LLC Pink (4) 01-3124-026-0160 4,877 SF 0.11 Acres

3651 N Miami Ave Aventura Hotel Properties LLC Green (5) 01-3124-026-0050 4,533 SF 0.10 Acres

3610 N Miami Ave Aventura Hotel Properties LLC Light Blue (6) 01-3124-026-0170 5,243 SF 0.12 Acres

3601 N Miami Ave Aventura Hotel Properties LLC Orange (7) 01-3124-026-0010 9,198 SF 0.21 Acres

17 NE 36 ST Aventura Hotel Properties LLC Purple (8) 01-3124-026-0030 4,500 SF 0.10 Acres

25 NE 36 ST Aventura Hotel Properties LLC White (9) 01-3124-026-0040 4,530 SF 0.10 Acres

Total 44,783 SF 1.03 Acres
EXHIBIT “B” 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 38 of 80
This page is only a part of a 2016 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue 

Policy; the Commitment Conditions; Schedule A; Schedule B, Part I-Requirements; and Schedule B, Part II-Exceptions.

Copyright 2006-2016 American Land Title Association. All rights reserved.

The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses 

are prohibited. Reprinted under license from the American Land Title Association.

Form 5030012 (5-16-17) Page 8 of 14 ALTA Commitment for Title Insurance (8-1-16) with Florida Modifications

Florida

Schedule BII

ALTA Commitment for Title Insurance

ISSUED BY

First American Title Insurance Company

File No: 1062-4080409

SCHEDULE B-II

Exceptions

THIS COMMITMENT DOES NOT REPUBLISH ANY COVENANT, CONDITION, RESTRICTION, OR LIMITATION 

CONTAINED IN ANY DOCUMENT REFERRED TO IN THIS COMMITMENT TO THE EXTENT THAT THE 

SPECIFIC COVENANT, CONDITION, RESTRICTION, OR LIMITATION VIOLATES STATE OR FEDERAL LAW 

BASED ON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, GENDER IDENTITY, HANDICAP, 

FAMILIAL STATUS, OR NATIONAL ORIGIN.

The Policy will not insure against loss or damage resulting from the terms and provisions of any lease or 

easement identified in Schedule A, and will include the following Exceptions unless cleared to the 

satisfaction of the Company: 

1. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the 

public records or attaching subsequent to the Effective Date but prior to the date the proposed 

insured acquires for value of record the estate or interest or mortgage thereon covered by this 

Commitment.

2. Any rights, interests, or claims of parties in possession of the land not shown by the public records.

3. Any encroachment, encumbrance, violation, variation or adverse circumstance affecting the Title that 

would be disclosed by an accurate and complete land survey of the land.

4. Any lien, for services, labor, or materials in connection with improvements, repairs or renovations 

provided before, on, or after Date of Policy, not shown by the public records.

5. Any dispute as to the boundaries caused by a change in the location of any water body within or 

adjacent to the land prior to Date of Policy, and any adverse claim to all or part of the land that is, at 

Date of Policy, or was previously under water.

6. Taxes or special assessments not shown as liens in the public records or in the records of the local 

tax collecting authority, at Date of Policy.

7. Any minerals or mineral rights leased, granted or retained by current or prior owners.

8. Taxes and assessments for the year 2018 and subsequent years, which are not yet due and payable.

NOTES FOR STANDARD EXCEPTIONS: Standard Exceptions for parties in possession, for mechanics 

liens, and for taxes or special assessments not shown as liens in the public records shall be deleted 

upon receipt of an acceptable Non-Lien and Possession Affidavit establishing who is in possession of 

the lands, that there are no liens or encumbrances upon the lands other than as set forth in the 

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 39 of 80
This page is only a part of a 2016 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue 

Policy; the Commitment Conditions; Schedule A; Schedule B, Part I-Requirements; and Schedule B, Part II-Exceptions.

Copyright 2006-2016 American Land Title Association. All rights reserved.

The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses 

are prohibited. Reprinted under license from the American Land Title Association.

Form 5030012 (5-16-17) Page 9 of 14 ALTA Commitment for Title Insurance (8-1-16) with Florida Modifications

Florida

Commitment, that no improvements to the lands have been made within the past 90 days or are 

contemplated to be made before closing that will not be paid in full, and that there are no 

unrecorded taxes or assessments that are not shown as existing liens in the public records. Any 

Policies issued hereunder may be subject to a Special Exception for matters disclosed by said 

affidavit.

Standard Exception(s) for questions of survey may be deleted upon receipt and review of a properly 

certified Survey meeting the Florida Minimum Technical Standards for all land surveys dated no more 

than 90 days prior to closing or such other proof as may be acceptable to the Company. Any Policies 

issued hereunder may be subject to a Special Exception for matters disclosed by said survey or proof.

The Standard Exception for any minerals or mineral rights leased, granted or retained by current or prior 

owners is hereby deleted.

9. Dedications and Easements as shown on the Plat of CENTRAL ADDITION BUENA VISTA, recorded in 

Plat Book 3, Page 191.

10. Restrictions, Reservations, Easements and other matters as set forth in Special Warranty Deed 

recorded July 14, 1983 in O.R. Book 11846, Page 642, as affected by Notice Pursuant to Section 

712.05, Florida Statutes recorded October 11, 2011 in O.R. Book 27853, Page 2163 and Agreed 

Order Approving Confidentiality Stipulation recorded June 14, 2012 in O.R. Book 28149, Page 649, 

Final Judgment for Defendants recorded September 27, 2013 in O.R. Book 28842, Page 4750. 

(NOTE: License Agreement for 50 years containing a right of first refusal to purchase billboard sign 

and license.)

11. Terms, covenants, conditions and other matters as shown in that certain Memorandum of Lease by 

and between Sandra Boozer, landlord, and National Advertising Company, recorded April 4, 2000 in 

O.R. Book 19053, Page 2052.

12. Terms and conditions of that certain Parking Rights Agreements between Aventura Hotel Properties, 

LLC, a Florida limited liability company, as Servient Owner and Fifteen Midtown Properties, LLC, a 

Florida limited liability company, as Adjacent Owner, recorded July 9, 2014 in O.R.Book 29222, Page 

2558 and O.R. Book 29222, Page 2572, which contain a Right of First Offer.

13. Agreement for Water and Sanitary Sewer Facilities between Miami-Dade County and Aventura Hotel 

Properties, LLC, recorded November 13, 2015 in O.R. Book 29852, Page 909, as affected by 

Addendum recorded in O.R. Book 30281, Page 4192.

14. Tree Permit - Removing and Planting, Covenant Running with the Land recorded August 3, 2016 in 

O.R. Book 30176, Page 3849.

15. Restrictions, covenants, conditions and other matters contained in that certain Declaration of 

Restrictive Covenant in lieu of Unity of Title recorded November 23, 2016 in O.R. Book 30319, Page 

2904.

16. Terms and conditions of any existing unrecorded lease(s), and all rights of lessee(s) and any parties 

claiming through the lessee(s) under the lease(s).

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 40 of 80
This page is only a part of a 2016 ALTA® Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue 

Policy; the Commitment Conditions; Schedule A; Schedule B, Part I-Requirements; and Schedule B, Part II-Exceptions.

Copyright 2006-2016 American Land Title Association. All rights reserved.

The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses 

are prohibited. Reprinted under license from the American Land Title Association.

Form 5030012 (5-16-17) Page 10 of 14 ALTA Commitment for Title Insurance (8-1-16) with Florida Modifications

Florida

Note: All of the recording information contained herein refers to the Public Records of Miami-Dade

County, Florida, unless otherwise indicated. Any reference herein to a Book and Page or Instrument 

Number is a reference to the Official Record Books of said county, unless indicated to the contrary. 

Searched by: Jim Mcginley/ - (954)495-1548 - JMcginley@firstam.com

Case 21-12374-RAM Doc 94 Filed 07/15/21 Page 41 of 80
EXHIBIT “C” 

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