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Termination-and-Release-Agreement-Sample by hedongchenchen

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									                     TERMINATION AND RELEASE ADDRESSING
              PURCHASE AND SALE AGREEMENT FOR CONDOMINIUM UNIT

THIS TERMINATION AND RELEASE AGREEMENT (the “Agreement”) is dated as of
the ____ day of ____ 2011, and is entered into by and between _____________ and
__________________ (collectively, the “Buyers”), Maesbury Homes, Inc., a Florida
corporation (the “Seller”), and Randall Rex of The Asset Preservation Group, Inc. (the
“Receiver”), as court-appointed Receiver of the Condominium (as defined below).

                                               RECITALS:

WHEREAS, Buyer and Seller signed a Purchase and Sale Agreement for $_______________
(hereinafter referred to as the “Contract”), covering the sale and purchase of ________________ (the
“Unit”), at Bahama Bay II, a Condominium (the “Condominium”); and

WHEREAS, the Receiver was appointed the receiver of the Condominium, which includes, without
limitation, the Unit, pursuant to court order dated May 14, 2010 entered by the Circuit Court of Osceola
County, Florida in Case No. 09-CA-4801-MF (the “Receivership Order”); and

WHEREAS, the Seller has given the Receiver possession and control of all documents related to the
Project including, without limitation, the Contract.

WHEREAS, Maesbury Homes, Inc. and the Buyer have previously entered into that certain
“Agreement For Sale” (the “Contract”) ; and

WHEREAS, Seller and Buyer have reached an amicable resolution to the Action and desire to dismiss
the Action, terminate the Contract and release each other as provided herein and the Receiver has
approved such termination and release.

NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter set forth, the sum
of Ten ($10.00) Dollars and other good valuable consideration, the receipt, adequacy and sufficiency
whereof are hereby expressly acknowledged, Buyer, Seller and Receiver agree as follows:

          1. The foregoing recitals are true and correct and are incorporated herein by reference. All
             terms using a capital initial letter and not otherwise defined herein, shall have the same
             meanings ascribed to such terms in the Contract.
          2. Seller, Receiver and Buyer authorize, direct and instruct ____________________, the
             Escrow Agent under the Contract, to disburse and release the deposit payments made by
             Buyer, which are currently in the aggregate principal amount of $___________(the
             “Deposit”), in the following manner:
             the sum of $____________, together with all interest accrued thus far on the Deposit
             previously paid in connection with Unit No. __, Building ____, if any, to Buyer.




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          3. The Buyers, Seller and Receiver do hereby terminate the Contract and all
             rights, title, interest, obligations, and duties created thereby effective as of
             today’s date. The Buyers hereby grant and release unto Seller, the Receiver,
             their respective successors and assigns, all of its right, title and interest in and
             to the Contract and in and to the Unit (both legal and equitable) that were
             acquired by Buyers, if any, by virtue of the Contract. Seller, Buyers and
             Receiver agree that the Contract and all rights, benefits, obligations and duties
             therein shall terminate as of today’s date. The Buyers hereby waive and
             disclaim any right, title or interest in and to the Contract, the Unit and/or any
             portion of the earnest money deposits that has already been spent on the
             Project.

          4. In consideration of Seller’s release of the Buyers from the Contract and Buyers’
             receipt of the payment of the sums set forth in Section 2 above, the Buyers do
             hereby remise, acquit, release, satisfy and forever discharge the Seller, the
             Escrow Agent, all previous escrow agents, the Receiver and their respective
             affiliates, principals, officers, directors, shareholders, employees, agents,
             attorneys, successors and assigns (each, any or all of the same hereinafter
             collectively referred to as the “Released Parties”) of and from any and all
             manner of action and actions, cause and causes of action, suits, claims, rights,
             sums of money, debts, dues, salaries, commissions, compensation, accounts,
             accords and satisfactions, reckonings, bonds, bills, covenants, dues, specialties,
             profits, share holdings, contracts, controversies, agreements, promises,
             variances, trespasses, torts, damages, judgments, executions, claims and
             demands whatsoever in law or in equity, which the Buyers ever had, now has,
             can, shall or may have, or might in the future have or claim to have, directly or
             indirectly, whether known or unknown, direct or contingent, upon or by reason
             of any matter, cause or thing whatsoever from the beginning of the world to the
             date of these presents.

          5. In consideration of the Buyers release set forth in Section 4 above, the Seller
             and Receiver do hereby remise, acquit, release, satisfy and forever discharge the
             Buyers, and their respective heirs, legal representatives, successors and assigns
             (each, any or all of the same hereinafter collectively referred to as the “Released
             Parties”) of and from any and all manner of action and actions, cause and
             causes of action, suits, claims, rights, sums of money, debts, dues, salaries,
             commissions, compensation, accounts, accords and satisfactions, reckonings,
             bonds, bills, covenants, dues, specialties, profits, share holdings, contracts,
             controversies, agreements, promises, variances, trespasses, torts, damages,
             judgments, executions, claims and demands whatsoever in law or in equity,
             which the Seller or Receiver ever had, now has, can, shall or may have, or might
             in the future have or claim to have, directly or indirectly, whether known or
             unknown, direct or contingent, upon or by reason of any matter, cause or thing
             whatsoever from the beginning of the world to the date of these presents.

          6. This Agreement will not be filed with the court and Buyers, Seller and Receiver
             agree that the terms and conditions of this Agreement shall be held in strict
             confidence and shall not be disclosed by any party to any third person, except as


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               required by law or court order or to an attorney or accountant in the course of
               the provision of professional services. If any third party inquires about the
               transactions described in this Agreement, the parties shall be permitted to
               advise them that “the terms cannot be discussed” and that a confidentiality
               agreement is in place. This provision shall not prevent the Seller or Receiver
               from disclosing the terms of this Agreement pursuant to the Receivership Order
               if, by law, the Seller or Receiver is required to do so.


          7. The Buyer hereby expressly represents and warrants to the Released Parties
             that they have not, directly or indirectly, assigned, encumbered or otherwise
             transferred any interest that either of them may have or have had in any
             action, suit, debt, claim or demand intended to be settled, released and/or
             discharged hereby.


          8. This Agreement supersedes all prior discussions and agreements among Buyer,
             Receiver, and Seller with respect to the subject matter hereof and contains the
             sole and entire understanding between Buyer, Receiver, and Seller with respect
             thereto. This Agreement shall be binding upon the parties hereto, their
             respective heirs, legal representatives, successors and assigns, and shall be
             construed in accordance with the laws of the State of Florida. If any provision of
             this Agreement is held or rendered illegal or unenforceable, it shall be
             considered separate and severable from this Agreement and the remaining
             provisions of this Agreement shall remain in force and bind the parties as
             though the illegal or unenforceable provision had never been included in this
             Agreement. This Agreement may not be modified except by agreement in
             writing executed by Buyer, Receiver, and Seller. This Agreement may be
             executed in counterparts, each of which shall constitute an original and all of
             which together shall constitute one and the same agreement. This Agreement
             may be executed by facsimile, pdf, scanned, and electronic signature which
             shall, for all purposes, serve as an original executed counterpart of this
             Agreement.



                              [Signatures appear on following page]




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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the
day and year set forth above.

Signed, sealed and delivered
                                                  SELLER:

                                                  MAESBURY HOMES, INC., a
                                                  Florida corporation
______________________________________
Print Name: ___________________________

______________________________________            By: ___________________________
Print Name: ___________________________                  Name/Title: Paul Oxley,
                                                         President



                                                  BUYER(S):



                                                  ________________________________
Print Name: ___________________________
       _______________________________

                                                  _______________________________
______________________________________
Print Name: ___________________________

                                                  RECEIVER:

                                                  ______________________________
______________________________________
Print Name: __________________________
                                                  By: Randall L. Rex
                                                  Name/Title: As Receiver
______________________________________
Print Name: __________________________




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