10.6
AGREEMENT FOR THE ASSUMPTION OF LIABILITIES
THIS AGREEMENT, entered into this 24th day of January, 1997,
by and between OHIO KEY I, INC., a Florida corporation, hereinafter referred to
as the "Transferee", and SUNSHINE KEY ASSOCIATES LIMITED PARTNERSHIP, a Florida
limited partnership, hereinafter referred to as the "Transferor".
1. Liabilities. For purposes of this Agreement, the term
"Liabilities" shall mean all liabilities of the Transferor including, without
limitation, all debts and sums of money owed by Transferor and all obligations
and undertakings to be performed by Transferor in connection with or relating to
the Property, or any portion thereof. The term "Property" shall mean the real
property described on Exhibit "1" attached hereto.
2. Assumption. The Transferee hereby assumes, and agrees to be
bound by and to timely pay and discharge, all of the Liabilities. Transferee
shall indemnify, defend and hold Transferor harmless from and against all
damages, claims, demands, costs, fees and expenses whatsoever (including
reasonable attorneys' fees and court costs) arising out of the Liabilities
assumed by Transferee pursuant to this Section 2.
3. Representation. The Transferor hereby represents and
covenants that no uncured default exists under any of the Liabilities.
4. Binding Effect. This Agreement shall inure to the benefit
of, and be binding upon, each of the parties hereto and their respective heirs,
personal representatives, successors, distributees and assigns.
5. Duplicate Originals. This Agreement may be executed and
delivered in counterparts, each of which shall be deemed to be a duplicate
original hereof.
6. Effective Date. This Agreement shall be effective as of
January 1, 1997.
IN WITNESS WHEREOF, the parties hereto have set their hands
and seals the day and year first above written.
Signed, Sealed and Delivered Ohio Key I, Inc.
in the Presence of:
/s/ Xxxx Xxxxxxx By: /s/ C. Xxxx Xxxxx, Xx.
--------------------------------- --------------------------------
C. Xxxx Xxxxx, Xx., President
"TRANSFEREE"
Signed, Sealed and Delivered Sunshine Key Associates Limited
in the Presence of: Partnership, a Florida limited
partnership
/s/ Xxxx Xxxxxxx By: Infinity Investment Group, Inc.,
---------------------------------- its general partner
By: /s/ C. Xxxx Xxxxx, Xx.
--------------------------------
C. Xxxx Xxxxx, Xx., President
"TRANSFEROR"
2
STATE OF FLORIDA )
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 1997, by C. Xxxx Xxxxx, Xx., the President of
Ohio Key I, Inc., a Florida corporation, on behalf of said corporation. He is
personally known to me or has produced
as identification.
My Commission Expires:
Notary Public, State of Florida
(SEAL)
Printed Notary Signature
STATE OF FLORIDA )
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 1997, by C. Xxxx Xxxxx, Xx., the President of
Infinity Investment Group, Inc., the general partner of Sunshine Key Associates
Limited Partnership, a Florida limited partnership, on behalf of said
corporation and partnership. He is personally known to me or has produced
as identification.
My Commission Expires:
Notary Public, State of Florida
(SEAL)
Printed Notary Signature
3
