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HomeMy WebLinkAbout0010 1:9 but notwithstanding the foreqoing, such certificate shall state ~ that it is given without prejudice to any rights against third ~ parties which exist at the date of such certificate or which ' ; may subsequently come into being. (B) An opinion of counsel for the Company, stating that: ~ (1) the Gompany has fee simple title of record to the Mortgaged Property which is the site vf the Project, free and clear of all encumbrances other than permitted encumbrances and ; the Mortgage and interests created by this Agreement, and the ; Company shall provide a title insurance binder to that effect; ; j (2) all recording and filing of the instruments ~ required to perfect and make enforceable the interest of the Issuer and Trustee created by this Agreement and the Mortgage as against all creditors, subsequent purchasers and subsequent encumbrances have been effected as required by the laws of Florida, subject, however, to the effect of banY.ruptcy, . reorganization and insolvenc_y laws affecting creditors' rights generally. (C) The instruments specified in said opinion of counsel ; referred to in the preceeding clause (B). ` ~ ~ AP.TICLE III . PURCHASE PRICE AND PAYMENT THEREOF Section 3.01. DEFEASANCE UPON PAYMENT. If the Company ~ shall first make all of the payments and perform the covenants and ~ agreements herein required on its part to be made and performed, ~ and has fully paid the purchase price as provided by Section 3.02 of this Agreement, and if the Company has made the payments and performed the covenants and the agreements required on its part to be made and performed by the terms of the Resolutions, Agreements and other documents under the terms of which the Concurrent Parity Bonds have been issued, the Issuer and the Trustee covenant and agree that they will, as soon as practicable, but in no event later than thirty (30) days thereafter, by executing a good and sufficient r Satisfaction of riortgage and termination statements and executing such oth,:r releases and documents as may be necessary, release to - the Company all of the Issuer's and Trustee's rights, title and interest in the Mortgaged Property described in Exhibit A attached hereto and the Project situated upon the Mortgaged Property, and a21 additional lands and additions to the Project serving as security and encumbered by the Mortgage or any security agreement as ` provided in Section 4,01 and 5.03 hereof. Section 3.02. THE PURCHASE PRICE. The purchase price to~be paid by the Company for the Project is the aggregate - principal amount of the Bonds, the interest thereon (at the rate or rates specified in the Bonds) and the reasonable fees, expenses and expenditures of the Trustee, which purchase price shall be paid in installments in such amounts as provided in Section 3.03 hereof, by the Company remitting the same directly to the Trustee for deposit by the Trustee in the trust account provided for in the Resolution and designated "St. I,ucie County Industrial Development Revenue Bonds (TreeSweet Products Co. b - il I I II O ~ ; ~ ,o , _ - - _ ~ ~:k_ .