11-2224 Consent to Land Purchase Agreement between Casselberry 17-92, LLC and Casselberry CRA - 4270 S. US Hwy. 17-92

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4.10 Notices. Notices to Seller and Buyer shall be deemed delivered (i) when hand delivered, or (ii) one business day following delivery to an express delivery courier, such as Federal Express, or (iii) three days following deposit in U.S. mail, certified, return receipt requested. Notice shall be given to the following addresses: To Seller: Casselberry 17 -92, LLC Attn: Sheldon W. Rubin 7120 Lions Head Lane Boca Raton, FL 33496 To Buyer: Community Redevelopment Agency of the City of Casselberry, Florida Attn: ,. _)UL e Dt4inLxE, 95 Triplet Lake Drive Casselberry, FL 32707 4.11. FIRPTA -Right to Withhold. Seller agrees that Buyer may deduct and withhold from the Purchase Price provided in Article II hereof, a tax in the amount of ten percent (10 %) of the amount realized (as that term is used in Section 1445(a) of the Internal Revenue Code) by Seller pursuant to this Contract, except upon the occurrence of either (A) or (B) below: (A) At or prior to Closing, Seller provides to Buyer a Certificate of Non - Foreign Status or a Non - USRPHC Statement described in and complying with Section 1445(b)(2) or (3) of the Internal Revenue Code of 1986, as amended (the "Code ") (all references to Section or the Code include any successor provisions thereto and any Treasury Regulations promulgated in connection thereto) and Buyer has no knowledge or notice that such Certificate or Statement is false; or (B) At or prior to Closing, Buyer received a withholding certificate described in Temp. Treas. Reg. Section 1.1445 -3T or Rev. Proc. 85 -41. Buyer agrees that any amount deducted and withheld pursuant to this Section shall be remitted to the Internal Revenue Service in accordance with Section 1445 of the Code and the Regulations thereunder. 4.12. Right of Inspection. During the term of this Contract, Buyer, its agents, employees and representatives, may have access to the Property and the records of the Property (including those on file with any governmental agency) at all reasonable times subsequent to the Effective Date of this Contract with the right, at Buyer's expense, to inspect the Property and to conduct all tests and borings thereon as Buyer, its licensed engineers, surveyors and the like shall deem reasonably necessary or desirable to fulfill the tests and investigations contemplated by the Contract. Any entry on or to the Property by Buyer or its authorized representatives pursuant to the provisions hereof shall be at the risk of Buyer, and Buyer hereby indemnifies, protects, and holds Seller harmless and agrees to defend Seller from and against any and all claims, demands, losses, damages, and liabilities (including but not limited to personal injury and property damage claims and mechanics' or other liens), together with