Easement Agreement

EASEMENT AGREEMENT


THIS EASEMENT AGREEMENT made and entered into this 9th day of October, 1996, by and between KARTWORLDS OF CENTRAL FLORIDA L.C., a Florida limited liability company, hereinafter referred to as "Seller", and PAXSON OUTDOOR, INC., a Florida corporation, hereinafter referred to as "Buyer."


W I T N E S S E T H:


WHEREAS, Seller is the owner of an outdoor advertising display structure as described on Exhibit A attached hereto ("Billboard"), fee simple title to the real property described on Exhibit B attached here to on which the Billboard is located ("Land"), and Permits necessary for the ownership and operation of the Billboard, and


WHEREAS, Seller desires to sell, transfer, assign and convey the Billboard and Permits along with a perpetual real property easement to Buyer on the Land subject to the terms, provisions and conditions of this Agreement, and


WHEREAS, Buyer desires to acquire from Seller said Billboard and Permits along with a perpetual real property easement on the Land subject to the terms, provisions and conditions of this Agreement.


NOW, THEREFORE, in exchange for mutually agreeable consideration, the parties hereby agree as follows:


1. Sale and Grant of Easement. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell, transfer, assign and deliver and Buyer agrees to buy, on the Closing Date, subject to the terms and conditions set forth herein, the Billboard free and clear of all debts, liens, encumbrances or other liabilities. Additionally, Seller shall grant and Buyer shall accept an exclusive, perpetual easement in gross and not appurtenant, and full right and privilege of use, over, upon and across the Land for the purpose of erecting, maintaining, repairing, leasing and replacing the Billboard including the right of pedestrian and/or vehicular egress and ingress in order to allow Buyer and its agents access to the Land. This Easement Agreement creates an exclusive easement in gross for the benefit of Buyer to use the Land for all purposes set forth herein.


2. Price. The total purchase price for the Assets shall be Three Hundred Eighty-Nine Thousand Four Hundred Dollars ($389,400).


3. Assets to be Purchased. The term "Assets," as used herein means all right, title, and interest in and to all of the following:


A. The Billboard described on Exhibit A attached hereto;


B. A perpetual easement in gross for the construction, maintenance, replacement, repair, replacement of an outdoor advertising monopole and sign structure inclusive of electrical service, catwalk and lights over, upon, under and above the real property described on Exhibit B attached hereto (the "Land");


C. All licenses and permits necessary for the ownership and operation of the Billboard (the "Permits");


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4. Existing Billboard Sign Lease. Seller previously entered into that certain Billboard Sign Lease dated September 18, 1995 (the "Lease") with Lillie Mae Tamney (the "Tenant") and Impact Communications of Central Florida, Inc. ("Impact"). Seller has provided directly to Buyer prior to execution of this Agreement a true and correct copy of the aforesaid Lease. Seller and Buyer hereby covenant and agree that the Lease shall be fully terminated at the time of Closing under this Agreement and Buyer and Seller shall cause the aforesaid Tenant to join into and effect such termination of the Lease at the time of Closing. Pursuant to the provisions of the Lease, the Tenant did prepay directly to Seller advance rental for the Lease in the amount of $100,000.00. Seller covenants and agrees that Seller shall reimburse Tenant for the prorated portion of the advance rental paid by Tenant to Seller due as the date of Closing hereunder and full termination of the Lease in accordance with the foregoing provisions. Seller warrants that the aforesaid Lease constitutes the only lease or contract associated with the operation of the Billboard, and Seller has full legal power and authority to terminate the Lease in accordance with the foregoing provisions.


5. Permits. On or prior to the date of execution of this Agreement, Seller has delivered to Buyer copies of all existing licenses and permits obtained by Seller for the ownership and operation of the Billboard (the "Permits"). Buyer shall be responsible during the Due Diligence Period described in Paragraph 8 hereafter of this Agreement for investigating and ensuring that the Permits delivered by Seller to Buyer constitute all licenses and permits necessary for the ownership and operation of the Billboard; further, Buyer shall be responsible for taking all action required by the applicable governmental authorities for the assignment or other transfer of the Permits to Buyer at the time of Closing under this Agreement. Seller covenants and agrees to execute and deliver to Buyer at the time of Closing any and all documents which may reasonably be required for the assignment or other transfer of the Permits to Buyer. Buyer acknowledges specifically that the Billboard may be considered to be a nonconforming sign under the applicable laws, rules and regulations of the City of Orlando and other applicable governmental authorities; Buyer shall be responsible for any actions which may be required by the City or other governmental authorities regarding the continued presence and use of the Billboard, if any.


6. Representations, Covenants and Warranties of Buyer. As a material inducement to Seller to enter into this Agreement, Buyer makes the following representations, covenants and warranties.


A. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida. Buyer has all requisite power and authority to execute and deliver this Agreement and the documents contemplated hereby and to perform and comply with all of the terms, covenants, and conditions to be performed and complied with by Buyer hereunder and thereunder.


B. The execution, delivery and performance of this Agreement by Buyer have been duly authorized by all necessary actions on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.


C. The execution, delivery and performance by Buyer of this Agreement and the documents contemplated hereby (i) do not require the consent of any third party; (ii) will not conflict with the Articles of Incorporation or By-Laws of Buyer; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order injunction, regulation or ruling of any court of governmental instrumentality; or (iv) will not conflict with, constitute grounds for termination of, result


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in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any agreement, instrument, license or permit to which Buyer is a party or by which Buyer may be bound, that may impair Buyer's ability to acquire or operate the Assets.


D. No representation or warranty made by Buyer in this Agreement or in any certificate or other document furnished by Buyer pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact that is required to make any statement made herein or therein not misleading.


7. Representations, Covenants and Warranties of Seller. As a material inducement to Buyer to enter into this Agreement, Seller makes the following representations, covenants and warranties:


A. Seller is a limited liability company duly incorporated, validly existing and in good standing under the laws of the State of Florida. Seller has all requisite power and authority (i) to own, lease and use the Assets as now owned, leased and used, (ii) to conduct the business and operations associated with the Assets as now conducted and (iii) to execute and deliver this Agreement and the documents contemplated hereby and to perform and comply with all of the terms, covenants and conditions to be performed and complied with by Seller hereunder and thereunder.


B. The execution, delivery and performance of this Agreement by Seller have been duly authorized by all necessary actions on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency or similar laws affect creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.


C. The execution, delivery, and performance by Seller of this Agreement and the documents contemplated hereby (i) do not require the consent of any third party (ii) will not conflict with, result in a breach of, or constitute a default under the Seller's Articles of Organization or other governing documents, any law, judgement, order, rules, regulation or ruling of any court of governmental instrumentality, (iii) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under or accelerate or permit the acceleration of any performance required by the terms of any agreement instrument license or permit to which Seller is a party or by which Seller may be bound and (iv) will not create any claim, liability, mortgage, lien, pledge condition charge or encumbrance of any nature whatsoever upon any of the Assets.


D. Seller has good and marketable title to the Assets free and clear of all liens and encumbrances. Immediately after consummation of the transactions contemplated herein, Buyer will be entitled to use the Assets free and clear of all liens and encumbrances.


E. Neither Seller nor any shareholder, employee, or agent of Seller has incurred any obligation for any finder's, broker's, or agent's fee in connection with the transactions contemplated hereby.


F. Seller owns and has good title to the Billboard and the Billboard is not subject to any security interest, mortgage, pledge, conditional sales agreement or other lien or encumbrance, except for liens for current taxes not yet due and payable.


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G. There is no claim, legal action, suit, arbitration, governmental investigation or other legal, administrative or tax proceeding, nor any order, decree or judgment in progress or pending, or to the knowledge of Seller threatened, against Seller with respect to its ownership or operation of the Assets nor does Seller know or have reason to be aware of any basis for the same.


H. Seller has complied with all laws, rules, and regulations of all federal, state and local governments concerning the environment, public health and safety and no complaint, charge or notice has been filed or commenced against Seller in connection with its ownership or operation of the Assets alleging any failure to comply with any such l ...