Okaloosa County BOCC — April 27, 2013 — YachtBlu Purchase & Sale Agreement — reading text

performance. Seller agree that specific performance is reasonable in light of the uniqueness of the Vessel, difficulty of proof of loss, and the inconvenience « impossibility of otherwise obtaining an adequate remedy. On Seller’s default, Seller shall forthwith pay the Brokers the sam commission otherwise payable had the transaction closed. 9. Sales and Use Taxes. Sales or use taxes, if applicable, payable on Buyer’s purchase of the Vessel, are Buyer's responsibility, an Buyer shall pay the taxes due to the Selling Broker at Closing. Buyer hereby indemnifies and holds harmless Seller and the Broke! against and from any sales or use taxes for which Buyer is responsible. 10. REPRESENTATIONS AND WARRANTIES. SELLER AND THE BROKERS BELIEVE THAT ANY INFORMATION ANY OF THEM HA PROVIDED ON THE VESSEL IS GOOD AND CORRECT AND OFFER THE INFORMATION IN GOCD FAITH, BUT DO NOT AND CANNO GUARANTEE THE ACCURACY OF THE INFORMATION. BUYER WARRANTS AND REPRESENTS THAT HE HAS FULLY INSPECTED AND MAD A TRIAL RUN OF THE VESSEL (OR HAS VOLUNTARILY WAIVED THESE RIGHTS) AND THAT HE 'S NOT RELYING ON ANY ADVERTISEMENT: PROMISES, DESCRIPTIONS, AFFIRMATIONS, OR REPRESENTATIONS (WHETHER ORAL OR WRITTEN, PRIOR TO OR CONTEMPORANEOU WITH THIS AGREEMENT) PROVIDED BY THE BROKERS. UPON CLOSING, BUYER WILL HAVE ACCEPTED THE VESSEL IN ITS “AS JS CONDITION. SELLER AND THE BROKERS HAVE GIVEN NO WARRANTY, EITHER EXPRESSED OR IMPLIED, AND MAKE Ni REPRESENTATION AS TO THE CONDITION OF THE VESSEL, ITS FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY, Ald WHICH ARE DISCLAIMED. 11. Financing. Buyer's obligations are not contingent upon Buyer's obtaining financing. Buyer represents that he will arrang financing, if necessary. Buyer acknowledges that the Brokers have made no representations or warranties with respect to Buyer’ ability to obtain financing, Buyer’s qualifications to obtain any type of mortgage on the Vessel, or Buyer’s ability to document c register the Vessel in any jurisdiction. 12. Counterparts. The parties may sign this Agreement in any number of identical counterparts, each of which will be deemed a original (including signatures evidenced via facsimile or electronic mail) with the same effect as if the signatures were upon the sam instrument. 13. Binding Effect; Contemporaneous Contracts; Future Sales. This Agreement is binding on all parties, their heirs, personz representatives and/or assigns. Seller shall not sell the Vessel or enter into any contract for the sale of the Vessel while thi Agreement is in effect. If a sale is not consummated in accordance with the terms of this Agreement, and Buyer and Seller enter inte contract between themselves, either directly or through an entity under a party’s ownership or control, within two years after thi Agreement is terminated for the sale of the Vessel, Seller agrees to pay the Brokers an amount identical to the commission the Broker would have received had the transaction contemplated under this Agreement closed. 14. Escrowed Funds. The parties acknowledge that (a) the Selling Broker will not be responsible for the Deposit until the funds hav cleared into the Selling Broker’s account, (b) the Selling Broker shall hold the Deposit as an escrow agent once the funds have cleare: and any other funds received by either Broker from any party will be held in trust for that party, (c) the Selling Broker may retain thi commission due the Brokers prior to disbursement of the Deposit or Balance to Close to Seller, and (d) in any dispute involving an funds held by the Brokers, Buyer and Seller will indemnify the Brokers for legal fees and costs relating in any way to the dispute including those incurred in any appeals (which obligation ts secured by a lien on the escrowed funds) and those relating to its claim fo a commission, except as to a Broker found, in a final non-appeaiable judgment, to have engaged in willful misconduct or acted witl gross negligence. 15. Additional Terms. Contract subject to satisfactory survey and sea-trial to be performed by Buyer. in addition, Depthsounder, Log-speedometer, Plotter, GPS, VHF, Radar, TV set, DVD player, Radio CD player, Cockpit speakers and all galley equipment to be included in sale of vessel. Buyer’s Inittals: Seller's initials: Page 30f 4 Rev. 4.23.1; 16. Miscellaneous. This Agreement, including its exhibits and schedules, is the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, representations, warranties, and understandings pertaining thereto, be they in writing, oral, or otherwise. Buyer and Seller hereby jointly and severally indemnify and hold the Brokers harmless against and from any and all third party claims, demands, causes of action, losses, liabilities, damages and judgments, arising in connection with the Brokers’ undertaking pursuant to the terms and conditions of this Agreement. if a Broker becomes a party to any litigation involving this Agreement, the Broker shall be reimbursed for its costs and attorney's fees, at all pretrial, trial and appellate levels, by the party or parties found to have breached this Agreement. if any term, condition, or provision of this Agreement is held to be unenforceable for any reason, it shall, if possible, be interpreted to achieve the intent of the parties to this Agreement to the extent possible rather than avoided. In any event, all other terms, conditions and provisions of this Agreement shall be deemed valid and enforceable. There are no other duties, obligations, liabilities, or warranties, implied or otherwise, except as set forth herein. This Agreement may not be amended or modified, except in writing, signed by both parties. Notice and delivery given by or to the attorney or Broker representing any party shail be as effective as if given by or to that party. All notices must be in writing and may be made by mail, personal delivery, overnight courier, facsimile, or electronic media. Buyer may assign this Agreement to any member(s) of Buyer’s immediate family or any entity owned or controlled by Buyer and/or any member(s) of his immediate family; otherwise, neither party may assign this Agreement without the other party’s consent, which consent shall not be unreasonably withheld. No claim or right arising out of this Agreement can be waived or discharged by one party, in whole or in part, unless in writing, nor shall any waiver be applicable except in the specific instance for which it is given. Paragraph headings are informational and included only for convenience. Any proceeding relating to this Agreement will be brought in the courts of the State of Florida, in the county of the main office of the Selling Broker, or if the Selling Broker has no office in the State of Florida, in the court of applicable jurisdiction within or including County, Florida (Broward, if ne other county is indicated) and each of the parties irrevocably submits to the exclusive jurisdiction of each such court, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that ail claims in respect of the proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding relating to this Agreement in any other court. This Agreement will be governed by and interpreted exclusively under the laws of the State of Florida, without regard to conflicts-of-laws principles that would require the application of any other law. The parties, having been advised to consult legal counsel with respect to this Agreement hereby waive trial by jury with respect to any claim relating to this A. ther against each other or against a Broker as a third party beneficiary. . BUYER: SELLER: Signature: Q . . , Signature: Print: VA-fae] & Fea Tp. Print: Title: cay Title: Date: =< S4/ eh) xs Date: BUYER: —?e SELLER: Signature: Signature: Print: Print: Title: Title: Date: Date: SELLING BROKER: Acknowledgement of Receipt of Deposit Amount: Signature: Print: Title: Date: Buyer's Inithate- Seller's Initials: Page 4 of 4 Rev. 4.23.42