Preview
Filing # 185890601 E-Filed 11/10/2023 09:05:04 AM
IN THE CIRCUIT COURT OF THE TWENTIETH JUDICIAL CIRCUIT
IN AND FOR CHARLOTTE COUNTY, FLORIDA
CIVIL ACTION
KSD PARTNERS, LLC, an Ohio
limited liability company,
Plaintiff,
vs. CASE NO. 2023-002230-CA
PUNTA GORDA HEALTH
INVESTORS, LLC, a Florida limited
liability company and FILEMAN LAW
FIRM, P.A., a Florida corporation, as
escrow agent,
Defendants.
af
AFFIDAVIT OF PROOF
STATE OF MARYLAND )
county oF Baltimore city"
BEFORE ME, the undersigned authority, personally appeared Robert A. Sweet,
who after being duly sworn, deposes and says:
1 Affiant is Robert A. Sweet, the authorized signor of the subject Contract,
and has personal knowledge of the matters set forth herein. A copy of that Contract is
attached to this Affidavit as Exhibit “A” and incorporated herein. As can be seen on
page 15 of the Contract, Affiant signed the Contract as an authorized signer on behalf
of Punta Gorda Health Investors, LLC.
2 As set forth in the Motion and as provided in the Contract, the Contract
date to cancel the
provides for an inspection period of 37 business days making the last
contract May 18, 2022.
Punta
3 Pursuant to the terms of the Contract, I, on behalf of the buyer,
the Contract pursuant to
Gorda Health Investors, LLC, properly and timely terminated
my letter of May 16, 2022. A copy of that letter is attached hereto as Exhibit “B” and
incorporated herein. That letter was sent exactly as provided in paragraph 21 of the
Contract with notice to seller at the address referenced therein and a copy to Mr, Irwin
Frank at the address referenced therein.
4 My notice was received on that same date that I sent it and in response I
received the letter from Irwin Frank dated May 18, 2022. A copy of which is attached
hereto as Exhibit “C” and incorporated herein. As can be seen in the letter from the
Plaintiff of May 18, 2022, the Plaintiff was under the mistaken belief that the inspection
period ended May 1, 2022 rather than May 18, 2022. The only stated reason for an
alleged rejection of my termination was that somehow it was untimely. As has been
pointed out and as has now been evidently agreed to by the Plaintiff, the notice was
timely provided pursuant to the terms of the Contract.
5 Plaintiff has suggested in its pleadings that somehow this notice was
received from “a third-party stranger” but as can be seen, there is no doubt that I am
the person who signed the subject Contract and everyone agreed at the time that I had
authority to sign the subject Contract. Therefore, it makes logical sense that if I had
authority to sign the Contract, I would certainly have authority to terminate the
Contract.
6 Now for the first time in its lawsuit, the Plaintiff suggests that the notice
of termination was not effective because again it came from a “third-party stranger”. As
has been referenced above, I am not a third party stranger but rather I am the person
signed the subject Contract. There is a reference in my letter of May 16, 2022 to
who
That
“Meridian Senior Living, LLC” rather than to Punta Gorda Health Investors, LLC.
Meridian Senior Living, LLC is an LLC of which I am a member and it was mistakenly
in my letter of May 16, 2022. However, there can be no doubt as to the
referenced
to which I was referring in my notice of termination as the Contract is
Contract
referenced by date and the property address of 1200 Socorro Drive, Punta Gorda, Florida
33950 is referenced in the regard line. At the time, there existed no other Contract on
this property and the Plaintiff was not confused at all to have received my letter. Plaintiff
knew exactly who I was and why I was writing this letter. That is obvious based on the
Plaintiff's response May 18, 2022. The letter of May 18, 2022 does not suggest at all
that the Plaintiff is confused about receiving the notice and doesn’t suggest that it is
ineffective because of the reference to Meridian Senior Living, LLC. The letter simply
mistakenly references an incorrect deadline for the termination.
7 As is stated above, the only “objection” contained in the May 18, 2022
letter from Irwin Frank is his mistaken belief that the termination time period had
expired. This of course now is admitted by the Plaintiff not to be accurate and Plaintiff
has now admitted that the termination was sent timely but now for the first time
indicates that somehow the termination notice was ineffective because of the reference
to Meridian Senior Living, LLC. What is very interesting to me is had Mr. Irwin suggest
anywhere in his May 18, 2022 letter that he did not consider my termination notice to
be effective because of the reference to Meridian Senior Living, LLC, I simply would have
sent him a new notice on that same date and time that did not have a reference to
Meridian Senior Living, LLC as I still would have been within my time period to terminate
the contract. The reference in the May 18, 2022 letter to Meridian simply reads as an
aside; however, the expressly stated reason for attempting to object my termination was
the mistaken belief that the inspection period had ended on May 1, 2022. Again, this
is not correct in the termination period ran through the end of May 18, 2022.
8 Affiant has read the Motion for Summary Judgment filed on behalf of
and Affiant states that the facts alleged and set forth in the Motion for
Defendant,
Summary Judgment are true and correct.
employed the law firm of Goldman, Tiseo & Sturges, P.A.
9 Defendant has
as his attorneys in this matter and Defendant bound, agreed and obligated itself to pay
to said attorneys a reasonable attorneys’ fée far thyjx services, for which Plaintiff is liable
to Defendant.
Robe; ‘A. Sweet
STATE OF MARYLAND + )
of é
/
) ss.
COUNTY or balliawne
The foregoing instrument was sworn to and acknowledged before me, by means
physical presence or 0 online notarization, this . b day of November, 2023, by Robert A. Sweet,
who is personally known to me and who did not take an oath.
Notary Public
ADORNIS HESTER
NOTARY PUBLIC
BALTIMORE CITY
MY commission exPINES: ahi
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true and accurate copy of the foregoing has been
furnished via the e-portal to Kevin F. Jursinski, Esq. Law Office of Jur: ski & Murphy,
PLLC, 15701 S. Tamiami Trail, Fort Myers, FL 33908 (kev: @jmiawfl.com and
2023. fo
melissa(@)jmlawfl.com), this b day of November,
i ERY, ff Mtiver 03 TRE
=e
/ Florida ber 0323240
GOL! ‘AN, TISEO & STURGES, P.A.
701J enter Court, Suite 3
Port/Charlotte, Florida 33954
(944) 5-6666
(941) B5- 0660 Facsimile
se jgtslawfirm.com
CONFOR R
TSAL ANDC
EA CHASE
PURT
made, eitered into, and effective as of the
This contract ( Contract") for purchase and sale is LLC, an Ohio limited
en KSD PARTNERS,
Effective Date (as defined hereina’ fter) by and betwe Main St. Chagrin Falls, Ohio 44022
liability company, as seller, having an address at 4Nn.
(“Seller” »), and Punta Gorda Health Investors,
LLC, (Purchase: 1”), having an address of 6931
ani 1d 20814, hereby agree that Seller. shall
sell and
Arlington Road, Suite 320, Bethesda, Mary] on the terms and conditions set forth
Purchaser shall b uy the Property (as hereafter defined) up:
herein.
(collectively, the
1 PROPERTY: The Property consists of all of the following
“Property”):
Florida identified as
@) 5.35 gross actes of vac ant land in Charlotte County,
as 1200 Socorro Dr.,
Charlotte County PPN 412214426003, also known hed hereto
on Exhibit “A” attac
Punta Gorda, Florida 33950, as described
ents, rights of way, privileges,
{thé "Land”), together wi ith all easem
all right, title, and
licenses and appurtenances benefiting the Land and
any Jand lying in the bed
interest of Seller in and to all | strips and gores and Land;
such
of any’street, road or alley, open or propose d, adjoining
all consents, authorizations, variances, waivers, licens
es, plans, permits,
(b) authority with respect
entitlements and approvals from any governm! ental
to the Land;
); and
© the Due Diligence Materials (as defined hiereinafter
the Land, which Land is
@) all.of Seller’s rights allo cated to or attributed to dge, 15
currently zoned RMF which permits, to the best of Seller's knowle
‘Units per acre.
be the date when the last one
2. FEECTIVE DATE: The “Effective Date” shall
this Contract.
of Seller and Purchaser has executed and delivered
be One Million Seven Hundred
3. URCHASE,PRICE: The Purchase Price shail
Fifty and No/100 U.S. Dollars ($1,750,000.00).
4, DEPOSIT & PAYMENT SCHEDULE:
shall
@ Within three 3) b usiness days after the Effective Date, Purchaser ,
Ave, Ste 1208, Punta Gorda
deliver to Fileman Law, P. .A., 201 °W Marion
ow Agent" ) and as title company
Florida 33950, as escrow agent. ("Escr underwriter a
Title,
(‘Title Company”) for Old Republic National
in the sum of One Hundred
Refundable Deposit (“Refundal ble Deposit”)
shell be refundable up
Thousand and No/100 Dollars ($ 100,000.00) which
the event of Seller default
the expiration of the Inspection Period or in
1
under this Contract. The Refundal ble Deposit shall
each be in the form of
r, to be held in an interest~
acertified check or Federal Reserv. e wire transfe
writing by Seller,
bearing escrow account by Escrow Agent if required in
At Closing, Purchaser shall deliver to Seller the balance of the Purchase
) wire transfer, subject to
Price (the "Cash to Close’ ") by Federal Reserve
adjustments and prorations as p! rovided in this
Contract. The Purchaser
for the Non-Refundable
shall receive a credit against the Purchase Price
Deposit and the Refundable Deposit.
to rely on any instrument or
ESCROW AGENT. Esorow Agent shall be entitled
1
5,
es to be genuine. Escrow Agent shall not be
signature that Escrow Agent in goo: d faith believ
by its gross negligence or willful misconduct.
liable for any loss or damage unless occasi ioned:
going, Escrow Agent shall in no event be liable for any
Without limiting the generality of the fore;
Joss resulting trom Escrow Agent's com) P lianc
e with any leg: al process, subpoena, writ, order,
with or without jurisdiction and wh ether or not
judgment or decree of any court, whether issued
subsequently vacated, modified, set aside or revers
ed. Upon the release of the escrowed funds
terms of this Contract, Escrow Agent shall be
and closing deliveries in accord: lance with the
w ob! igations. If litigation is instituted relating
automatically released and discharged of its escro
s agree to hold Escr ‘ow Agent harmless from
to the escrow established pursuant hei eto, the partie attorneys’ fees, court costs and expenses
and indemnify Escrow Agent against t any reaso
nable
the exten t that litigat ion does hot arise as a result of the Escrow
relating to that litigation to
The patties acknowledge and agree that the
Agent's gross ni egligence or willful misconduct.ve the escrowed funds or closing deliveries held
Escrow Agent sl hall not be under any duty to gi 1 shall not be
of care than i it gives its own similar property and
by it hereunder any greater degreé directed in this Contra ct. This Contract
required to invest any fun ds held hereunder except as with respect to any and all matters
expressly sets fo! rth all the duties of the Escrow Agent Contract agains t the
pertinent hereto. No implied duties or obl jigations shall be read into this
the standard conditions of escrow to be
Escrow Agent. The parties agree to be subject to
acknowledge and agree that Escrow Agent is
provided by Escrow Agent. The parties further which shall be paid one-
e of‘the parties and may charge an escrow fee
acting for the convenienc
half by Seller and one-half by Purchaser.
6, INSPECTION PERIOD:
Commencing on the Effective Date, Parchaser, Purchaser’s engineers,
(@) shall be permit ted at Purchaser's
appraisers, attorneys ant id other representatives
as reasonably necessary for the
sole cost, risk and expense, to enter the Proper! ty
ys as Purchaser deems
purpose of making such tests, inspections and surve
appropriate in conne ction with this
Contract, including
necessary or
to investigate the Property, as
environmental audits, and the opportunity
discretion, deems appropriate or
Purchaser, in Purchaser's sole and absolute
“Inspections”).
advisable to satisfy Purchaser, as to the Property (the
on the Effective and
(b) Purchaser shall have a period commenc) ing
“Inspection Period”) within
terminating thirty seven (37) days there:
after (the
which to determine, in its sole disc reti on, whether the Property is suitable for
Purchaser's use. In the event that any aspec of the
t Property is not acceptable to
2
Purchaser; or should Purchaser decide not to proce
ed with the purchase of the
then Purchaser may terminate this
Property for.any or no reason whatsoever, n notice to
Contract at anytime wi ‘thin the Inspection Period by providing writte
Contract shall be deemed
either Seller or Seller's attorney, in which event this
terminated.
discretion, for any
© Purchaser shall have the ti ight, at Purchaser's sole
this Contr act any time up to the
reason or for no reason whatsoeyer, to terminate natio n to Seller, or
e of termi
end of the Inspection Period by giving written notic event the Non-
ion Period, in which
Seller's attorney, up to the end of the Inspecti in Sectio n 4(a)
(except as provided
Refundable Deposit shall be releas ed to Seller t, arid the
above), the Purchaser shall receive a rei fand
of the Réfundable Deposi
s hereund| jer and of any and ail
patties shall be reliev ed from any further obligation
liability to each other, subject to Purchaser’
s return of the Seller Deliveries to
Seller.
be erititled to access to the
@) After the Effective Date, Purchaser shall
Purchaser indemnifies
Property for th purpose of making the Inspections, and
es, claims, losses or liabilities,
and holds the Seller harmless against any damag that tay occur from
including attorneys’ fees, as a result of any damages
out of the entry by Purchaser or
Purchaser's Inspection of the Property, arising se of making the
s for the purpo
Purchaser's agents, employees, or contractor to Selle r, with Purchaser
expen se
Inspections. Seller agrees to coop: erate, at no
with regard to the Inspections.
notice prior to the
@) In al | instances where Purchaser provides a termination
immed iatel y receive the
expiration of the Inspection Petio d, Purchaser shall of Seller or any other
tefund of the Refundable Deposit without the consent shall receive the Non-
and Seller
person or entity whomsoever being require d;
s shall be releas ed of all obligations hereunder,
Refundable Deposit, and the partie 3
except as may otherwise be provided herein.
ACCESS BY PURCHASER: Ei Y:
7,
the right, at reasonable times and upon
Purohaser and its agents and de: signees shall have
directed to Joel Scheer, telephone: (216) 407-
twenty-four (24) hour prior notice to Seller and
the Property for the purpose of inspecting the
3429; email: joelrscheer@gmail.com to go upon
nations as Purchaser shal] deem necessary, but
same and making such tests, inquiries and exami
ron mental or other invasive testing without Seller’s
Purchaser shall not conduct any Phase II envi ly be withhel id, Purchaser shall use alt
prior written consent, whi ch shall not unreasonab ies and examinations to be conducted in
reasonable efforts to cause such inspections, tests, inquir upon completion of such inspections,
dures, and
a manner which will minimize invasive proce
tests, inquiries and examinations Purchaser shall, at its sole expense, cause the Property to be
o, including filling, compaction and reseeding
restoted to the same condition it was in prior theret
for all damage, costs, injury or liabilities resulting
of all excavations. Purchaser shall be liable
spection, whether occasioned by the acts of Buyer
from, relating to or arising out of any such ing,
or contractors, and Purchaser shall indemnify and
or any of its employees, agents, representatives rs, affiliates and asset managers
hold harmless Seller and its agents, employees, officers, membe
3
however, that this indemnity shall not extend to
from any liability resulting therefrot m, provided,
for (i) any release of pre-existing hazardous
and in no event shall Purchaser be Hable to Seller
igati ion or testing of the Property or for any
substances arising from the conduct of any invest
resulting fforn the infotmation disclosed by any
diminution in the market value of the Property
or misconduct of Seller or any agent,
such investigation or tests, (ti) for any negligence
contractor, or employee of Seller, or (iii)
any pre-existing conditions on or about the Property.
any consequential, punitive or special damages
Further, in no eyent shall Purchaser be liable for
under this Contract.
agents and contractors prior to
Purchaser shall ensure that Purchaser and its employees,
Il force ant d effect at their sole cost and expense the
entering the Land, obtain and keep in ful
policies of insurance described in the Insuran
ce Requirements attached hereto as Schedule 1,
8 TITLE:
ctio: n Period (the "Title
@) Purchaser will have until the expiration of the Inspe
s expense, a proforma title
Inspection Period”) to obtain, at Purchaser'
commitment (the “Title Commitment”), to
review title and to object to any
, determines may adversely affect
defects in title that Purchaser, in its discretion
such item will be treated as a
and/or interfere with its propos ed Project, and each aser shall notify Seller on
“Title Objection.” If any Title Objection(s) exist, Purch will have ten (10) days
or before the expiration 0: f the Irispection Period
. Seller
aser if Seller chooses, jn its sole and
from receipt of such notice to noti fy Purch
tion(s) prior to Closing. If
absolute discretion, to cure non-monetary Title Objec
Title Obj ection(s) prior to closing
Seller does not elect to cure an d in fact cure the
or if Seller fails to respond to Purcha ser's notice within sald 10-day period,
y that it accepts title subject
Purchaser shall have the right to eit ‘ther: (i) notify Seller
Title Defects and proceed to close on the transaction
to the uncured
or (ii) terminate this Contract,
notwithstanding the existence of the Title De efects,
fund of the Refundable Deposit, and
in which event Purchaser shall receive a re!
the parties shall be relieved from any furthe
r obligations hereunder and of any
ser within five
and all liability to each other, such decision to be madeby Purcha
ves Seller’s response
(5) days aft et the earlier of (i) the date that Purchaser recei
to respond.
and (ii) the fast day of Seller’s 10-day period in which
obligate: d to pay off and
() Notwithstanding the foregoing, Seller shall be
ng, without the need
release all mortg: ape(s) and any other monetary liens at Closi
of any Title Objection ftom Purchaser.
Purchaser shall have the
© In addition and notwithstanding the foregoing,
that Purchaser discovers any
right to update title-prior to Closing. In the event
ive date of Purchaser’s
new matters of title (matters first appearing after the effect
title commitment), other than m atters created
by Purchaser and current real estate
same, at its sole cost and expense,
taxes, Seller shall be obli gated to dischargetl he
its sole discretion, to accept the
prior to Closing (unless Purchaser elects, in
same). Notwithstanding anything to the cont
trary contained in this Contract, Seller
all of the following prior to the
shall at Seller’s sole cost and expense satis fy
ations ”): (i) all notices of
Closing (collectively, the “Seller's Title Oblig
4
—™
commencement, liens, mortgages, judgments,
and similar encumbrances affecting
other occupancy
leases, subleases and
all or any portion of the Property, (ii) all
agreements affecting all or any porti ion of the Property so that as of closing
the Property, and (iii)
Purchaser shall have so! Je and exclusive possession of all of
all matters recorded against the Property after the effective date of the
created by Purchaser.
Purchaser’s title commitment ot her than matters
: Certified, confirmed, pending and ratified
SPECIAL ASSESSMENT. by Seller. If
as of Effective Date) are to be paid
special assessment liens as 0: f date of closing (not Effective Date, any pending lien shall be
the improvement has been sul stantially completed as of an amount
considered certified, confirm: ed or ratified
and Seller shall, at closing, be charged
ovement by the public body.
equal to the Jast estimate or assessment for the impr
Period, (provided that
10. IRVEY: Prior to the expi ration of the Title Inspection
SURVEY: at its expense, may have the Property surveyed
this Contract has not been terminated), Purchaser, copy thereof delivered to Seller (the
and certified by a registe ved surveyor an d have a true achment on the Property of that
“Survey”). lf the Survey sl hows any material encro
rty in fact eneroach on set back fines,
improvements presumed to b e locate ed on the Prope or applicable governmental regulation
easements, or lands of others, or violate any
restricti ion
ation of the Title 1 inspection Period, the‘same
and Purchaser objects to the same pi rior'to the expir
shall be treated as a Title Objection un der'Seotion
7 for all purposes under this Agreement.
ONS: The closing of title (the
CLOSING DATE / CLOSING CONDIT!
Contract shall be on the date that is thirty (30)
i.
Closing”) for the purchase and sale under this
days after the Inspection Period (the "Closing
Date"). Notwithstanding an; sything to the conttary
al other conditions set forth herein, Purchaser shall
not
contained in this Contract, in addition to 1] condit ions (colle ctivel y, the
of the following
be obligated to clo: se unless and until each in writing , by Purcha ser: (a)
led or waived,
“pyrchaser’s Conditions to Closing’ ”) are either. fulfil obliga tions and compl ied with
enants, agreeme! nts and
Seller shall have timely performed all cov
all conditions required by this Contr act to be performed or complied with by Sel ler prior to the
zoned for Purchaser’s proposed use as a
Closing; (b) the Property s! hall be uncon ditionally
represeatations an d warrantios shall be true
and
multi-family rental projects; (¢) all of Seller's
correct as of the date of this Contract and the Closing Date. For purposes of this clause, @
the subj ject of the representation is false
representation shall be false ift he factual matter that is
to th party making the representation; (d) the
notwithstanding any lack of knowledge or notice
by th is Contract, (e) the Property shall be free
status of title to the Property sl hall be as required ial 1 whether visible or not, (f) there shall be
Mater
and clear of pollution, deb ris and/or Hazardous
e d by any Governmental Authorities or utility
no general moratorium or similar restriction impos permits or utility permits or connections
supplier with respect to the issuance of building :
no actions, sui ts, atbitrations, claims,
s Projec t; (h) there shall exist.
affecting the Purchaser’
it of creditors, insolvency, bankruptcy,
attachments, proceedings, assignments ‘for the benef
or threatene: d against the Seller or the Property that
reotganization or other proceedings, pending
Cor niract or the Seller’s ability to perform its
would adversely affect the Property or this
Conditions to Closing have not been satisfied
obligations under this Contract. If the Purchaser’s
as of the Closing Date, if applicable, then
Purchaser can elect to (i) terminate this Contract
released to Seller, the Purchaser shall receive a
whereupon the Non-Refundable Deposit shall be
refund of the Refundable Deposit,
and all p artiés shall be released of any further liability
hereunder or (it) waive such unsatisfi ed Purchaser'
s Conditions to Clo sing. and proceed to
5
r’s
tions to Closiny g are not satisfied due to Selle
closing, provided th at if any Purchaser’s Condi be entitled to all remedie: s available under
breach or default un der this Contract, Purchaser shall
this Contract.
CLOSING:
12. DOCUMENTS TO BE. DELIVERED AT
, in addition to any other
@) At Closing, Purchaser shall deliver to Seller
wing:
documents referred to herein, the follo
nade at the Closing as
1 The Cash'to Close, after all adjustments are able
ve wire transfer of immediately avail
herein provided, which shall be paid by Federal Reser
funds.
Company that the
Gi) Evidence satisfactory to Seller and the Title
behalf of Purchaser has full capaci ty, right, power,
person executing the C’ losing documents on Purch aser (and any
and authority to do so, and, if Purchaser
is oth er than a natural person, that
been duly formed and are in exist ence and good
component entities comprising Purchaser) have
standing in the state of its incorporation.
as may be reasonably necessary or
Gii) Such other documents
transaction which is the subject of this Contract,
appropriate to affect the consummation of the
ment,
including without limitation a closing state
er, in addition to any other
(b) At Closing, Seller shall deliver to: P urchas :
(collectively, the “Seller’s Closing Documents)
documents referred to he rein, the following
ted by Seller conveying
(i) Special Warranty Deed (the "Deed') execu
ty, free and clear of all
good, marketable and insu rable title to the Proper
liens and encumbrances, subject only
to those matters agreed to be
of this Contract.
accepted by Purchaser pursuant to terms
affidavits and documents, including applicable
Gi) _Appropri ate
sary to permit deletion of
satisfactions an d discharges of any liens, neces
' the stand ard exception for
all pre-printed stand jard exceptions (except survey exceptions
are prorate d) and
taxés for the year of closing which
and to permit deletion of the “Gap” excep
tion and all Schedule B-!
requirements relating to the Seller.
a “foreign person” as
Gi) An affidavit related to Seller's status as
Code, as amended.
defiried in Section 7701 of the Internal Revenue
rient included in
(iv) A bill of sale for any personal property or equip
warra nty of any kind or
the sale and purchase of the P, roperty without
nature.
Evidence satisfactory to Purchaser and t
the Title Company that the
@) of Seller have full
persons s executing the Closing documents on be ehalf Seller (and any
capacity, right, power, and autho rity to do so, and that
component entities comprising Seller) have been duly
formed and are in
existence and good standing in the state of its incor porat ion.
other documents as may be reasonably necessary or
(vi) Such
n which is the
appropriate to effect the consummation of the transactio
subject of this Contrat ct, inchuding without limitation
-a closing statement.
shall be in recordable form (if inter nded to be recorded), properly
All documents rly
the closing statement which shall only be prope
executed, witnessed and notarized, excluding
executed.
13. ASS:
CONTRACT OR IN
@ EXCEPT AS EXPRESSLY SET FORTH IN THIS
NTS (COL! LECTIVELY, THE “SELLER
ANY OF THE SELLER’ § CLOSING DOCUME
DISCLAIM ANY AND ALL, AND MAKES
OBLIGATIONS”), SELLER DOES HEREBY
ESS OR IMPLIED, OF ANY KIND TO
NO REPRESENTATIONS OR ‘WARRANTIES, EXPR
TATION, RELATING TO THE PHYSICAL
PURCHASER, INCLUDING, WITHO! UT LIMI
NTS AND PERSONALTY, HABITABILITY
CONDITION OF THE LAND, IMPROVEME
ULAR PURPOSE.
OR THEIR SUITABILITY FOR ANY PARTIC
ex} piration of the Inspection
) Purchaser acknowledges that, prior to the
in spected the Proper ty and that Pur chaser has
Period, it will have independently and personally ction and Purchaser's right
¢: xem ination and inspe
entered into this. Contract based upon its own the Seller’s Covenants,
to conduct the inspections pursuant to Section 6
hereof. Except for
that th ¢ Property is to be sold to and
R
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Filing # 185890601 E-Filed 11/10/2023 09:05:04 AM IN THE CIRCUIT COURT OF THE TWENTIETH JUDICIAL CIRCUIT IN AND FOR CHARLOTTE COUNTY, FLORIDA CIVIL ACTION KSD PARTNERS, LLC, an Ohio limited liability company, Plaintiff, vs. CASE NO. 2023-002230-CA PUNTA GORDA HEALTH INVESTORS, LLC, a Florida limited liability company and FILEMAN LAW FIRM, P.A., a Florida corporation, as escrow agent, Defendants. af AFFIDAVIT OF PROOF STATE OF MARYLAND ) county oF Baltimore city" BEFORE ME, the undersigned authority, personally appeared Robert A. Sweet, who after being duly sworn, deposes and says: 1 Affiant is Robert A. Sweet, the authorized signor of the subject Contract, and has personal knowledge of the matters set forth herein. A copy of that Contract is attached to this Affidavit as Exhibit “A” and incorporated herein. As can be seen on page 15 of the Contract, Affiant signed the Contract as an authorized signer on behalf of Punta Gorda Health Investors, LLC. 2 As set forth in the Motion and as provided in the Contract, the Contract date to cancel the provides for an inspection period of 37 business days making the last contract May 18, 2022. Punta 3 Pursuant to the terms of the Contract, I, on behalf of the buyer, the Contract pursuant to Gorda Health Investors, LLC, properly and timely terminated my letter of May 16, 2022. A copy of that letter is attached hereto as Exhibit “B” and incorporated herein. That letter was sent exactly as provided in paragraph 21 of the Contract with notice to seller at the address referenced therein and a copy to Mr, Irwin Frank at the address referenced therein. 4 My notice was received on that same date that I sent it and in response I received the letter from Irwin Frank dated May 18, 2022. A copy of which is attached hereto as Exhibit “C” and incorporated herein. As can be seen in the letter from the Plaintiff of May 18, 2022, the Plaintiff was under the mistaken belief that the inspection period ended May 1, 2022 rather than May 18, 2022. The only stated reason for an alleged rejection of my termination was that somehow it was untimely. As has been pointed out and as has now been evidently agreed to by the Plaintiff, the notice was timely provided pursuant to the terms of the Contract. 5 Plaintiff has suggested in its pleadings that somehow this notice was received from “a third-party stranger” but as can be seen, there is no doubt that I am the person who signed the subject Contract and everyone agreed at the time that I had authority to sign the subject Contract. Therefore, it makes logical sense that if I had authority to sign the Contract, I would certainly have authority to terminate the Contract. 6 Now for the first time in its lawsuit, the Plaintiff suggests that the notice of termination was not effective because again it came from a “third-party stranger”. As has been referenced above, I am not a third party stranger but rather I am the person signed the subject Contract. There is a reference in my letter of May 16, 2022 to who That “Meridian Senior Living, LLC” rather than to Punta Gorda Health Investors, LLC. Meridian Senior Living, LLC is an LLC of which I am a member and it was mistakenly in my letter of May 16, 2022. However, there can be no doubt as to the referenced to which I was referring in my notice of termination as the Contract is Contract referenced by date and the property address of 1200 Socorro Drive, Punta Gorda, Florida 33950 is referenced in the regard line. At the time, there existed no other Contract on this property and the Plaintiff was not confused at all to have received my letter. Plaintiff knew exactly who I was and why I was writing this letter. That is obvious based on the Plaintiff's response May 18, 2022. The letter of May 18, 2022 does not suggest at all that the Plaintiff is confused about receiving the notice and doesn’t suggest that it is ineffective because of the reference to Meridian Senior Living, LLC. The letter simply mistakenly references an incorrect deadline for the termination. 7 As is stated above, the only “objection” contained in the May 18, 2022 letter from Irwin Frank is his mistaken belief that the termination time period had expired. This of course now is admitted by the Plaintiff not to be accurate and Plaintiff has now admitted that the termination was sent timely but now for the first time indicates that somehow the termination notice was ineffective because of the reference to Meridian Senior Living, LLC. What is very interesting to me is had Mr. Irwin suggest anywhere in his May 18, 2022 letter that he did not consider my termination notice to be effective because of the reference to Meridian Senior Living, LLC, I simply would have sent him a new notice on that same date and time that did not have a reference to Meridian Senior Living, LLC as I still would have been within my time period to terminate the contract. The reference in the May 18, 2022 letter to Meridian simply reads as an aside; however, the expressly stated reason for attempting to object my termination was the mistaken belief that the inspection period had ended on May 1, 2022. Again, this is not correct in the termination period ran through the end of May 18, 2022. 8 Affiant has read the Motion for Summary Judgment filed on behalf of and Affiant states that the facts alleged and set forth in the Motion for Defendant, Summary Judgment are true and correct. employed the law firm of Goldman, Tiseo & Sturges, P.A. 9 Defendant has as his attorneys in this matter and Defendant bound, agreed and obligated itself to pay to said attorneys a reasonable attorneys’ fée far thyjx services, for which Plaintiff is liable to Defendant. Robe; ‘A. Sweet STATE OF MARYLAND + ) of é / ) ss. COUNTY or balliawne The foregoing instrument was sworn to and acknowledged before me, by means physical presence or 0 online notarization, this . b day of November, 2023, by Robert A. Sweet, who is personally known to me and who did not take an oath. Notary Public ADORNIS HESTER NOTARY PUBLIC BALTIMORE CITY MY commission exPINES: ahi CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and accurate copy of the foregoing has been furnished via the e-portal to Kevin F. Jursinski, Esq. Law Office of Jur: ski & Murphy, PLLC, 15701 S. Tamiami Trail, Fort Myers, FL 33908 (kev: @jmiawfl.com and 2023. fo melissa(@)jmlawfl.com), this b day of November, i ERY, ff Mtiver 03 TRE =e / Florida ber 0323240 GOL! ‘AN, TISEO & STURGES, P.A. 701J enter Court, Suite 3 Port/Charlotte, Florida 33954 (944) 5-6666 (941) B5- 0660 Facsimile se jgtslawfirm.com CONFOR R TSAL ANDC EA CHASE PURT made, eitered into, and effective as of the This contract ( Contract") for purchase and sale is LLC, an Ohio limited en KSD PARTNERS, Effective Date (as defined hereina’ fter) by and betwe Main St. Chagrin Falls, Ohio 44022 liability company, as seller, having an address at 4Nn. (“Seller” »), and Punta Gorda Health Investors, LLC, (Purchase: 1”), having an address of 6931 ani 1d 20814, hereby agree that Seller. shall sell and Arlington Road, Suite 320, Bethesda, Mary] on the terms and conditions set forth Purchaser shall b uy the Property (as hereafter defined) up: herein. (collectively, the 1 PROPERTY: The Property consists of all of the following “Property”): Florida identified as @) 5.35 gross actes of vac ant land in Charlotte County, as 1200 Socorro Dr., Charlotte County PPN 412214426003, also known hed hereto on Exhibit “A” attac Punta Gorda, Florida 33950, as described ents, rights of way, privileges, {thé "Land”), together wi ith all easem all right, title, and licenses and appurtenances benefiting the Land and any Jand lying in the bed interest of Seller in and to all | strips and gores and Land; such of any’street, road or alley, open or propose d, adjoining all consents, authorizations, variances, waivers, licens es, plans, permits, (b) authority with respect entitlements and approvals from any governm! ental to the Land; ); and © the Due Diligence Materials (as defined hiereinafter the Land, which Land is @) all.of Seller’s rights allo cated to or attributed to dge, 15 currently zoned RMF which permits, to the best of Seller's knowle ‘Units per acre. be the date when the last one 2. FEECTIVE DATE: The “Effective Date” shall this Contract. of Seller and Purchaser has executed and delivered be One Million Seven Hundred 3. URCHASE,PRICE: The Purchase Price shail Fifty and No/100 U.S. Dollars ($1,750,000.00). 4, DEPOSIT & PAYMENT SCHEDULE: shall @ Within three 3) b usiness days after the Effective Date, Purchaser , Ave, Ste 1208, Punta Gorda deliver to Fileman Law, P. .A., 201 °W Marion ow Agent" ) and as title company Florida 33950, as escrow agent. ("Escr underwriter a Title, (‘Title Company”) for Old Republic National in the sum of One Hundred Refundable Deposit (“Refundal ble Deposit”) shell be refundable up Thousand and No/100 Dollars ($ 100,000.00) which the event of Seller default the expiration of the Inspection Period or in 1 under this Contract. The Refundal ble Deposit shall each be in the form of r, to be held in an interest~ acertified check or Federal Reserv. e wire transfe writing by Seller, bearing escrow account by Escrow Agent if required in At Closing, Purchaser shall deliver to Seller the balance of the Purchase ) wire transfer, subject to Price (the "Cash to Close’ ") by Federal Reserve adjustments and prorations as p! rovided in this Contract. The Purchaser for the Non-Refundable shall receive a credit against the Purchase Price Deposit and the Refundable Deposit. to rely on any instrument or ESCROW AGENT. Esorow Agent shall be entitled 1 5, es to be genuine. Escrow Agent shall not be signature that Escrow Agent in goo: d faith believ by its gross negligence or willful misconduct. liable for any loss or damage unless occasi ioned: going, Escrow Agent shall in no event be liable for any Without limiting the generality of the fore; Joss resulting trom Escrow Agent's com) P lianc e with any leg: al process, subpoena, writ, order, with or without jurisdiction and wh ether or not judgment or decree of any court, whether issued subsequently vacated, modified, set aside or revers ed. Upon the release of the escrowed funds terms of this Contract, Escrow Agent shall be and closing deliveries in accord: lance with the w ob! igations. If litigation is instituted relating automatically released and discharged of its escro s agree to hold Escr ‘ow Agent harmless from to the escrow established pursuant hei eto, the partie attorneys’ fees, court costs and expenses and indemnify Escrow Agent against t any reaso nable the exten t that litigat ion does hot arise as a result of the Escrow relating to that litigation to The patties acknowledge and agree that the Agent's gross ni egligence or willful misconduct.ve the escrowed funds or closing deliveries held Escrow Agent sl hall not be under any duty to gi 1 shall not be of care than i it gives its own similar property and by it hereunder any greater degreé directed in this Contra ct. This Contract required to invest any fun ds held hereunder except as with respect to any and all matters expressly sets fo! rth all the duties of the Escrow Agent Contract agains t the pertinent hereto. No implied duties or obl jigations shall be read into this the standard conditions of escrow to be Escrow Agent. The parties agree to be subject to acknowledge and agree that Escrow Agent is provided by Escrow Agent. The parties further which shall be paid one- e of‘the parties and may charge an escrow fee acting for the convenienc half by Seller and one-half by Purchaser. 6, INSPECTION PERIOD: Commencing on the Effective Date, Parchaser, Purchaser’s engineers, (@) shall be permit ted at Purchaser's appraisers, attorneys ant id other representatives as reasonably necessary for the sole cost, risk and expense, to enter the Proper! ty ys as Purchaser deems purpose of making such tests, inspections and surve appropriate in conne ction with this Contract, including necessary or to investigate the Property, as environmental audits, and the opportunity discretion, deems appropriate or Purchaser, in Purchaser's sole and absolute “Inspections”). advisable to satisfy Purchaser, as to the Property (the on the Effective and (b) Purchaser shall have a period commenc) ing “Inspection Period”) within terminating thirty seven (37) days there: after (the which to determine, in its sole disc reti on, whether the Property is suitable for Purchaser's use. In the event that any aspec of the t Property is not acceptable to 2 Purchaser; or should Purchaser decide not to proce ed with the purchase of the then Purchaser may terminate this Property for.any or no reason whatsoever, n notice to Contract at anytime wi ‘thin the Inspection Period by providing writte Contract shall be deemed either Seller or Seller's attorney, in which event this terminated. discretion, for any © Purchaser shall have the ti ight, at Purchaser's sole this Contr act any time up to the reason or for no reason whatsoeyer, to terminate natio n to Seller, or e of termi end of the Inspection Period by giving written notic event the Non- ion Period, in which Seller's attorney, up to the end of the Inspecti in Sectio n 4(a) (except as provided Refundable Deposit shall be releas ed to Seller t, arid the above), the Purchaser shall receive a rei fand of the Réfundable Deposi s hereund| jer and of any and ail patties shall be reliev ed from any further obligation liability to each other, subject to Purchaser’ s return of the Seller Deliveries to Seller. be erititled to access to the @) After the Effective Date, Purchaser shall Purchaser indemnifies Property for th purpose of making the Inspections, and es, claims, losses or liabilities, and holds the Seller harmless against any damag that tay occur from including attorneys’ fees, as a result of any damages out of the entry by Purchaser or Purchaser's Inspection of the Property, arising se of making the s for the purpo Purchaser's agents, employees, or contractor to Selle r, with Purchaser expen se Inspections. Seller agrees to coop: erate, at no with regard to the Inspections. notice prior to the @) In al | instances where Purchaser provides a termination immed iatel y receive the expiration of the Inspection Petio d, Purchaser shall of Seller or any other tefund of the Refundable Deposit without the consent shall receive the Non- and Seller person or entity whomsoever being require d; s shall be releas ed of all obligations hereunder, Refundable Deposit, and the partie 3 except as may otherwise be provided herein. ACCESS BY PURCHASER: Ei Y: 7, the right, at reasonable times and upon Purohaser and its agents and de: signees shall have directed to Joel Scheer, telephone: (216) 407- twenty-four (24) hour prior notice to Seller and the Property for the purpose of inspecting the 3429; email: joelrscheer@gmail.com to go upon nations as Purchaser shal] deem necessary, but same and making such tests, inquiries and exami ron mental or other invasive testing without Seller’s Purchaser shall not conduct any Phase II envi ly be withhel id, Purchaser shall use alt prior written consent, whi ch shall not unreasonab ies and examinations to be conducted in reasonable efforts to cause such inspections, tests, inquir upon completion of such inspections, dures, and a manner which will minimize invasive proce tests, inquiries and examinations Purchaser shall, at its sole expense, cause the Property to be o, including filling, compaction and reseeding restoted to the same condition it was in prior theret for all damage, costs, injury or liabilities resulting of all excavations. Purchaser shall be liable spection, whether occasioned by the acts of Buyer from, relating to or arising out of any such ing, or contractors, and Purchaser shall indemnify and or any of its employees, agents, representatives rs, affiliates and asset managers hold harmless Seller and its agents, employees, officers, membe 3 however, that this indemnity shall not extend to from any liability resulting therefrot m, provided, for (i) any release of pre-existing hazardous and in no event shall Purchaser be Hable to Seller igati ion or testing of the Property or for any substances arising from the conduct of any invest resulting fforn the infotmation disclosed by any diminution in the market value of the Property or misconduct of Seller or any agent, such investigation or tests, (ti) for any negligence contractor, or employee of Seller, or (iii) any pre-existing conditions on or about the Property. any consequential, punitive or special damages Further, in no eyent shall Purchaser be liable for under this Contract. agents and contractors prior to Purchaser shall ensure that Purchaser and its employees, Il force ant d effect at their sole cost and expense the entering the Land, obtain and keep in ful policies of insurance described in the Insuran ce Requirements attached hereto as Schedule 1, 8 TITLE: ctio: n Period (the "Title @) Purchaser will have until the expiration of the Inspe s expense, a proforma title Inspection Period”) to obtain, at Purchaser' commitment (the “Title Commitment”), to review title and to object to any , determines may adversely affect defects in title that Purchaser, in its discretion such item will be treated as a and/or interfere with its propos ed Project, and each aser shall notify Seller on “Title Objection.” If any Title Objection(s) exist, Purch will have ten (10) days or before the expiration 0: f the Irispection Period . Seller aser if Seller chooses, jn its sole and from receipt of such notice to noti fy Purch tion(s) prior to Closing. If absolute discretion, to cure non-monetary Title Objec Title Obj ection(s) prior to closing Seller does not elect to cure an d in fact cure the or if Seller fails to respond to Purcha ser's notice within sald 10-day period, y that it accepts title subject Purchaser shall have the right to eit ‘ther: (i) notify Seller Title Defects and proceed to close on the transaction to the uncured or (ii) terminate this Contract, notwithstanding the existence of the Title De efects, fund of the Refundable Deposit, and in which event Purchaser shall receive a re! the parties shall be relieved from any furthe r obligations hereunder and of any ser within five and all liability to each other, such decision to be madeby Purcha ves Seller’s response (5) days aft et the earlier of (i) the date that Purchaser recei to respond. and (ii) the fast day of Seller’s 10-day period in which obligate: d to pay off and () Notwithstanding the foregoing, Seller shall be ng, without the need release all mortg: ape(s) and any other monetary liens at Closi of any Title Objection ftom Purchaser. Purchaser shall have the © In addition and notwithstanding the foregoing, that Purchaser discovers any right to update title-prior to Closing. In the event ive date of Purchaser’s new matters of title (matters first appearing after the effect title commitment), other than m atters created by Purchaser and current real estate same, at its sole cost and expense, taxes, Seller shall be obli gated to dischargetl he its sole discretion, to accept the prior to Closing (unless Purchaser elects, in same). Notwithstanding anything to the cont trary contained in this Contract, Seller all of the following prior to the shall at Seller’s sole cost and expense satis fy ations ”): (i) all notices of Closing (collectively, the “Seller's Title Oblig 4 —™ commencement, liens, mortgages, judgments, and similar encumbrances affecting other occupancy leases, subleases and all or any portion of the Property, (ii) all agreements affecting all or any porti ion of the Property so that as of closing the Property, and (iii) Purchaser shall have so! Je and exclusive possession of all of all matters recorded against the Property after the effective date of the created by Purchaser. Purchaser’s title commitment ot her than matters : Certified, confirmed, pending and ratified SPECIAL ASSESSMENT. by Seller. If as of Effective Date) are to be paid special assessment liens as 0: f date of closing (not Effective Date, any pending lien shall be the improvement has been sul stantially completed as of an amount considered certified, confirm: ed or ratified and Seller shall, at closing, be charged ovement by the public body. equal to the Jast estimate or assessment for the impr Period, (provided that 10. IRVEY: Prior to the expi ration of the Title Inspection SURVEY: at its expense, may have the Property surveyed this Contract has not been terminated), Purchaser, copy thereof delivered to Seller (the and certified by a registe ved surveyor an d have a true achment on the Property of that “Survey”). lf the Survey sl hows any material encro rty in fact eneroach on set back fines, improvements presumed to b e locate ed on the Prope or applicable governmental regulation easements, or lands of others, or violate any restricti ion ation of the Title 1 inspection Period, the‘same and Purchaser objects to the same pi rior'to the expir shall be treated as a Title Objection un der'Seotion 7 for all purposes under this Agreement. ONS: The closing of title (the CLOSING DATE / CLOSING CONDIT! Contract shall be on the date that is thirty (30) i. Closing”) for the purchase and sale under this days after the Inspection Period (the "Closing Date"). Notwithstanding an; sything to the conttary al other conditions set forth herein, Purchaser shall not contained in this Contract, in addition to 1] condit ions (colle ctivel y, the of the following be obligated to clo: se unless and until each in writing , by Purcha ser: (a) led or waived, “pyrchaser’s Conditions to Closing’ ”) are either. fulfil obliga tions and compl ied with enants, agreeme! nts and Seller shall have timely performed all cov all conditions required by this Contr act to be performed or complied with by Sel ler prior to the zoned for Purchaser’s proposed use as a Closing; (b) the Property s! hall be uncon ditionally represeatations an d warrantios shall be true and multi-family rental projects; (¢) all of Seller's correct as of the date of this Contract and the Closing Date. For purposes of this clause, @ the subj ject of the representation is false representation shall be false ift he factual matter that is to th party making the representation; (d) the notwithstanding any lack of knowledge or notice by th is Contract, (e) the Property shall be free status of title to the Property sl hall be as required ial 1 whether visible or not, (f) there shall be Mater and clear of pollution, deb ris and/or Hazardous e d by any Governmental Authorities or utility no general moratorium or similar restriction impos permits or utility permits or connections supplier with respect to the issuance of building : no actions, sui ts, atbitrations, claims, s Projec t; (h) there shall exist. affecting the Purchaser’ it of creditors, insolvency, bankruptcy, attachments, proceedings, assignments ‘for the benef or threatene: d against the Seller or the Property that reotganization or other proceedings, pending Cor niract or the Seller’s ability to perform its would adversely affect the Property or this Conditions to Closing have not been satisfied obligations under this Contract. If the Purchaser’s as of the Closing Date, if applicable, then Purchaser can elect to (i) terminate this Contract released to Seller, the Purchaser shall receive a whereupon the Non-Refundable Deposit shall be refund of the Refundable Deposit, and all p artiés shall be released of any further liability hereunder or (it) waive such unsatisfi ed Purchaser' s Conditions to Clo sing. and proceed to 5 r’s tions to Closiny g are not satisfied due to Selle closing, provided th at if any Purchaser’s Condi be entitled to all remedie: s available under breach or default un der this Contract, Purchaser shall this Contract. CLOSING: 12. DOCUMENTS TO BE. DELIVERED AT , in addition to any other @) At Closing, Purchaser shall deliver to Seller wing: documents referred to herein, the follo nade at the Closing as 1 The Cash'to Close, after all adjustments are able ve wire transfer of immediately avail herein provided, which shall be paid by Federal Reser funds. Company that the Gi) Evidence satisfactory to Seller and the Title behalf of Purchaser has full capaci ty, right, power, person executing the C’ losing documents on Purch aser (and any and authority to do so, and, if Purchaser is oth er than a natural person, that been duly formed and are in exist ence and good component entities comprising Purchaser) have standing in the state of its incorporation. as may be reasonably necessary or Gii) Such other documents transaction which is the subject of this Contract, appropriate to affect the consummation of the ment, including without limitation a closing state er, in addition to any other (b) At Closing, Seller shall deliver to: P urchas : (collectively, the “Seller’s Closing Documents) documents referred to he rein, the following ted by Seller conveying (i) Special Warranty Deed (the "Deed') execu ty, free and clear of all good, marketable and insu rable title to the Proper liens and encumbrances, subject only to those matters agreed to be of this Contract. accepted by Purchaser pursuant to terms affidavits and documents, including applicable Gi) _Appropri ate sary to permit deletion of satisfactions an d discharges of any liens, neces ' the stand ard exception for all pre-printed stand jard exceptions (except survey exceptions are prorate d) and taxés for the year of closing which and to permit deletion of the “Gap” excep tion and all Schedule B-! requirements relating to the Seller. a “foreign person” as Gi) An affidavit related to Seller's status as Code, as amended. defiried in Section 7701 of the Internal Revenue rient included in (iv) A bill of sale for any personal property or equip warra nty of any kind or the sale and purchase of the P, roperty without nature. Evidence satisfactory to Purchaser and t the Title Company that the @) of Seller have full persons s executing the Closing documents on be ehalf Seller (and any capacity, right, power, and autho rity to do so, and that component entities comprising Seller) have been duly formed and are in existence and good standing in the state of its incor porat ion. other documents as may be reasonably necessary or (vi) Such n which is the appropriate to effect the consummation of the transactio subject of this Contrat ct, inchuding without limitation -a closing statement. shall be in recordable form (if inter nded to be recorded), properly All documents rly the closing statement which shall only be prope executed, witnessed and notarized, excluding executed. 13. ASS: CONTRACT OR IN @ EXCEPT AS EXPRESSLY SET FORTH IN THIS NTS (COL! LECTIVELY, THE “SELLER ANY OF THE SELLER’ § CLOSING DOCUME DISCLAIM ANY AND ALL, AND MAKES OBLIGATIONS”), SELLER DOES HEREBY ESS OR IMPLIED, OF ANY KIND TO NO REPRESENTATIONS OR ‘WARRANTIES, EXPR TATION, RELATING TO THE PHYSICAL PURCHASER, INCLUDING, WITHO! UT LIMI NTS AND PERSONALTY, HABITABILITY CONDITION OF THE LAND, IMPROVEME ULAR PURPOSE. OR THEIR SUITABILITY FOR ANY PARTIC ex} piration of the Inspection ) Purchaser acknowledges that, prior to the in spected the Proper ty and that Pur chaser has Period, it will have independently and personally ction and Purchaser's right ¢: xem ination and inspe entered into this. Contract based upon its own the Seller’s Covenants, to conduct the inspections pursuant to Section 6 hereof. Except for that th ¢ Property is to be sold to and R