Reso 2015-2446 - Laserfiche WebLink

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(e) All of the Exhibits to this Agreement are incorporated in and made a part of this Agreement. (f) This Agreement constitutes the entire agreement between the parties for the sale and purchase of the Property, and supersedes any other agreement or understanding of the parties with respect to the matters herein contained. This Agreement may not be changed, altered or modified except in writing signed by the party against whom enforcement of such a change would be sought. This Agreement shall be binding upon the parties hereto and their respective successors and assigns. (g) The term "Effective Date" or such other similar term is the date on which the last of the parties initials or signs the latest offer. Time is of the essence for all provisions of this Agreement. All time periods will be computed in business days (a "business day" is every calendar day except Saturday, Sunday and national legal holidays). If any deadline falls on a Saturday, Sunday or national legal holiday, performance will be due the next business day. All time periods will end at 6:00pm,Miami time, of the appropriate day. (h) This Agreement and any subsequent amendments hereto may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original, and all of which shall be deemed to be one and the same instrument. Facsimile transmission signatures shall be deemed original signatures. (i) Until such time this Agreement has been fully executed by both Seller and Purchaser, Seller agrees that the terms set forth herein shall remain totally and completely confidential and shall not be revealed or disclosed to any person or party whatsoever, except: (i) with the consent of Purchaser; (ii) as may be disclosed to Seller's attorneys, accountants and other representatives that are involved in connection with the consummation of this transaction; (iii) Seller's investors and/or lenders; (iv) as may be required by applicable law; (v) as may be necessary in connection with assisting Purchaser in obtaining necessary governmental approvals; and(vi)in connection with any litigation between the parties. (j) Seller agrees that from and after the Effective Date, it shall cease marketing of the Property for sale, and that it shall not market the Property for sale throughout the entire term of this Agreement. Under this section, Seller will not be entitled to bring any j action at law or in equity against Purchaser for agreeing to cease marketing of the Property for sale from and after the Effective Date if, for any reason, this Agreement is terminated and Closing does not occur. (k) If prior to the Closing, a taking by condemnation or eminent domain shall occur, Purchaser shall have the option to either close the purchase of the Property, in which event Purchaser shall be entitled to the condemnation awards, if any, or Purchaser may terminate this Agreement. Such election shall be made by Purchaser's written notice to Seller within ten (10) calendar days following written notice from Seller to Purchaser informing Purchaser of the taking. If Purchaser shall elect to terminate this Agreement pursuant to this paragraph,the parties shall be relieved of any obligations or liabilities hereunder and the Escrow Agent shall return the Deposit together with any interest accrued thereon to Purchaser. 12