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027 Mayfair Post Closings & Escrow Agmt POST-CLOSING AND ESCROW AGREEMENT THIS POST-CLOSING AND ESCROW AGREEMENT(this"Agreement")is made this 28th day of September, 2007 ("Effective Date") by and between SEMINOLE CLUB, INC., ("Seminole Club",) ALICE V. DANIELS ("Alice Daniels"), and Maece Taylor, Inc. ("Maece"), and joined in by SHUFFIELD,LOWMAN&WILSON,P.A.("Escrow Agent"). WITNESSETH: WHEREAS,Maece is succeeding Seminole Club as the tenant of that certain tract and parcel of land lying in Seminole County, Florida, commonly referred to as Mayfair Golf Course and/or Mayfair Country Club, (the "Premises"), as more particularly described in the respective lease agreements between the parties and the City of Sanford; WHEREAS, certain judgments exist of record against Seminole Club, Inc., or other entities,doing business as Mayfair Country Club,("the Judgments")and; WHEREAS, Maece will hereafter occupy and operate the Premises under the name of or doing business in the name of Mayfair Golf Course or Mayfair Country Club,and the Judgments,potential judgments,and debts may negatively impact Maece's operation,lease,ownership interest,or ability to enter certain lease and finance agreements and other transactions; WHEREAS, although the closing of the transaction contemplated by the Release Agreement (the "Closing")is to occur on the date hereof, at the time of the execution of Closing, the parties are not certain of the validity or enforceability of the Judgments, or the extent to which any existing or potential Judgments or debts which may result in liens or encumbrances against the Premises or the personal property contained thereon,or on the name of Mayfair Golf Course and/or Mayfair Country Club,arising from Seminole Club Inc.'s possession or operation of the Premises; WHEREAS,the parties wish to secure against any loss,expense,or liability incurred by Maece or its successors and assigns as a result of any judgment, debt, lien or encumbrance that may exist on the Premises or any improvements,fixtures,or personal property thereon or on the name of Mayfair Golf Course and/or Mayfair Country Club as a result of the Judgments; WHEREAS,Escrow Agent agrees to act as escrow agent and hold and disburse, as appropriate, the Escrowed Funds(as hereinafter defined)in accordance with the terms hereof; NOW,THEREFORE, in consideration of the sum of Ten Dollars ($10.00),the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged,Maece and Seminole Club hereby agree as follows: 1. Recitals, The foregoing recitals are true and correct and are incorporated herein by this reference 2. Escrow of Funds. At Closing, Escrow Agent shall hold back from the Release Consideration to be disbursed to Seminole Club by Escrow Agent the sum of Thirty Thousand and No/I 00 Dollars ($30,000.00) (the "Escrowed Funds"), which the Parties have agreed is equal to the approximate sum of the Judgments, including an estimation of the post judgment interest accruing thereon, assuming for the purpose of this Agreement that the Judgments are valid and enforceable. Seminole Club is obligated to dispose of each of the Judgments either by obtaining Satisfaction of Record Docvment#:15 Mauer#:01412.0012 Page 1o15 or other discharge or disposition of record, or by establishing to the mutual satisfaction of the Parties hereto that any of the Judgments are invalid or unenforceable against Maece, its successors, assigns,or tenants of the Premises,or against the Premises or the personal property thereon, or against the name of Mayfair Golf Course and/or Mayfair Country Club. The Escrowed Funds shall be held and maintained by the Escrow Agent in an interest bearing account(with the interest earned thereon being the property of Seminole Club)and shall be disbursed as further provided herein, 3. Resolution of Judgments of Record As soon as reasonably possible after Closing,the firm of Shufliield Lowman, & Wilson, PA, on behalf of Seminole Club,Maece, and Mayfair Country Club and/or Mayfair Golf Course shall investigate the validity and enforceability of each of the debts or Judgments, or potential judgments, and cause each of the same to be satisfied, discharged,removed of record,or otherwise demonstrated to the reasonable satisfaction of Maece that the Judgments are invalid or unenforceable against Maece, its successors, assigns, or tenants of the Premises, or against the Premises or the personal property thereon or on the name of Mayfair Golf Course and/or Mayfair County Club. 4. Release of Escrowed Funds. Escrow Agent shall continue to hold the Escrowed Funds until such time as Seminole Club has removed the Judgments of record or otherwise resolved such judgments to the reasonable satisfaction of Maece, as described above in Section 3,and the Escrow Agent has received written acknowledgment from Maece or its attorney of the removal of the Judgments of record,or Maece's reasonable satisfaction as to the unenfor-ceability of the Judgments against Maece or the Premises and personal property thereon or on the name of Mayfair Golf Course and/or Mayfair Country Club. The Escrowed Funds may be distributed by the Escrow Agent,on behalf of Seminole Club, to the holder of record of any of the Judgments, in consideration for the satisfaction or elimination of that judgment of record, in which event, Escrow Agent shall disclose such distribution to Maece, and provide documentation of the satisfaction or removal of that judgment of record. 5. Costs of Resolving Judgments of Record_ In the event that the cost and expense required to cause each of the Judgments to be satisfied,discharged,otherwise removed of record, or otherwise resolved to the reasonable satisfaction of Maece exceeds$30,000.00,then Seminole Club shall be responsible for the cost and expense and attorney's fees exceeding $30,000.00, without prejudice to any right or ability of Seminole Club to seek contribution or reimbursement including attorney's fees, from any other parties not signatories to this Agreement, excluding J. Gordon Blau,individually. 6. Indemnification and Covenant to Defend: Alice Daniels,Individually,and Seminole Club,Inc.,agree and covenant to indemnify,defend,and hold harmless Maece to the extent of all Judgments,potential judgments,and debts referenced herein,including costs and attorney's fees, arising out of Seminole Club,Inc.'s operation and possession of the Premises. 7. Right to Attorneys' Fees. In any action at law or in equity between the parties hereto occasioned by a default hereunder, the Prevailing Party shall be entitled to collect its reasonable attorneys' fees actually incurred in the action from the non-prevailing party. As used herein, the term "Prevailing Party" shall mean the party who receives substantially the relief sought. If the Prevailing Party utilizes "in-house" counsel, such party's reasonable costs, expenses and overhead for the time expended by the Prevailing Party for such in-house counsel in the aforementioned action shall be recoverable by the Prevailing Party in the same manner as Docvmert#:15 Mader#:0141212 Page 2 of 5 other attorney's fees.Both parties hereby fully waive any right to trial by jury to the extent that any such right shall exist with respect to this Agreement, or any claim, counterclaim or other action arising in connection therewith. 8. Remedies. If and to the extent any party's obligations set forth herein are not satisfied as and when required under the terms of this Agreement, or applicable Laws, then the performing party shall have all of the remedies available under applicable law, including,but not limited to, the right to seek any and all legal,or equitable remedies in the event of such default Any party's pursuit of any one or more of the remedies stated above and/or available at law or in equity shall not constitute an election of remedies precluding pursuit of any other remedy provided in this Agreement or any other remedy or remedies provided for or allowed by law or in equity,separately or concurrently or in any combination, nor shall it constitute a forfeiture or waiver of amounts payable under this Agreement,or of any damages or other sums accruing to either party by reason of the other party's failure to fully and completely comply with all of the terms of this Agreement Either party's forbearance in pursuing or exercising one or more of its remedies shall not be deemed or construed to constitute a waiver of any event of default or of any remedy.No waiver by either party of any right or remedy on one occasion shall be construed as a waiver of that right or remedy on any subsequent occasion or as a waiver of any other right or remedy then or thereafter existing. No failure to pursue or exercise any of such party's powers,rights or remedies or to insist upon strict-and exact compliance by the other party with __. any term of this Agreement, and no custom or practice at variance with the terms of this Agreement, shall constitute a waiver of the right to demand strict and exact compliance with terms and conditions of this Agreement. 9. Miscellaneous. (a) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties'successors and assigns (b) Applicable Law. This Agreement shall be construed and interpreted under the laws of the State of Florida and,where applicable,the laws of the United States of America. (c) No Waiver. Failure of either party to insist upon strict and exact compliance with any provision hereof shall not constitute a waiver of the rights of such party to subsequently insist upon compliance with that provision or any other provision of this Agreement. Failure of either party to pursue or exercise any power,right or remedy on one occasion shall not constitute a waiver of the rights of such party to exercise such power,right or remedy on any subsequent occasion.No custom or practice at variance with the terms of this Agreement shall constitute a waiver by Seminole Club or Maece of the right to demand strict and exact compliance with terms and conditions of this Agreement. (d) Rights Cumulative. All rights, remedies, powers and privileges conferred on the parties under this Agreement shall be cumulative of and in addition to,but not restrictive of or in lieu of,those conferred by law and/or available in equity. (e) Severability. The provisions of this Agreement are intended to be independent, and in the event any clause or provision hereof should be declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason whatsoever, such illegality, unenforceability, or invalidity shall not affect the remainder of this Agreement. In lieu of each clause or provision of this Document/I:15 Mattel:014124012 gage 3 of 5 Agreement that is declared illegal, invalid or unenforceable, there shall be substituted as part of this Agreement a clause or provision as nearly identical as possible that is legal,valid and enforceable. (f) Captions. Titles or captions of sections contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. (g) Construction of Agreement. Maece and Seminole Club acknowledge that they have read,understand and have had the opportunity to be advised by legal counsel as to each and every one of the terms,conditions, and restrictions and the effect of all of the provisions of this Agreement and Maece and Seminole Club agree to the enforcement of any and all these provisions and execute this Agreement with full knowledge of the same.. Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or construing the provisions shall not apply the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the document. Typewritten or handwritten provisions inserted in this Agreement that are initialed by the parties shall control over all printed provisions of this Agreement in conflict therewith. The phrase"including"means"including but not limited to". (h) Time of Essence. Time is of the essence for this Agreement. (i) Counterparts This Agreement may be executed in separate..counterparts,each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument..It shall be fully executed when each party whose signature is required has signed at least one counterpart even though no one counterpart contains the signatures of all the parties. (j) Escrow Agent's Duties. Escrow Agent agrees to hold the Escrowed Funds and to disburse the same only in accordance with the terms and conditions of this Agreement. Seminole Club and Maece acknowledge that Escrow Agent, in holding the Escrowed Funds,is acting at their request and for their convenience and,in that capacity,Escrow Agent shall not be deemed to be an agent of either Seminole Club or Maece. Escrow Agent is also the attorney for Seminole Club, and Maece hereby waives any claims of conflict that might be asserted as a result of Escrow Agent also representing Seminole Club in connection with this. matter and Maece acknowledges that Escrow Agent shall not be restricted or limited in representing Seminole Club in connection with any matters related to or arising under the Release Agreement,the transaction contemplated therein,or this Agreement. If Escrow Agent is in doubt as to its duties or liabilities under the provisions of this Agreement, Escrow Agent shall interplead the funds into the 1 8th Circuit in and for Seminole County Circuit Court, and shall be releaved of all further liabilities,obligations,responsibilities and duties. !SIGNATURES ON FOLLOWING PAGES) Doam t#:15 Mater#:014120012 Page4 d 5 IN WITNESS WHEREOF,the undersigned have caused this document to be executed as of the date written above, SEMINOLE CLUB,INC.: a Florida corporation By: 04-4—g-. d�&:YtcJ Alice Daniels, President Date: ,2g 667 ALICE DANIELS,Individually Obc.-U Date: 2 aLry Q 7 MAECE TAYLOR,INC.: By: Date: 9- 8 07 ESCROW AGENT: SHUFFIELD,LOWMAN&WILSON,P.A. By: MA I r R.GIBBONS,for the firm mama 15 Matted:01412-0012 Page 5 d 5