Reso 2001-342 - Laserfiche WebLink

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representation and warranty, in which event the Closing shall be deemed a waiver by Buyer of the failure of such representation and warranty. 8. Buyer's Representations. The Buyer hereby represents and warrants to the Seller as of the Effective Date and as of the Closing Date that Buyer has full and complete authority to enter into this Agreement and to pay the Option Fee on the terms and conditions set forth in this Agreement and, subject to compliance with Chapter 166, Florida Statutes, the City of Sunny Isles Beach and Code of Ordinances, to purchase the Property and to comply with the other terms of this Agreement, and the execution and delivery of this Agreement by Buyer and consummation by Buyer of the transaction hereby contemplated are within Buyer's capacity and all requisite action has been taken to make this Agreement valid and binding on Buyer in accordance with its terms. 9. Conditions Precedent to Closing. 9.1 Conditions to Buyer's Obligations. Each of the following events or occurrences (the "Buyer's Conditions Precedent") shall be a Condition Precedent to Buyer's obligation to close this transaction. If the Buyer's Conditions Precedent have not been satisfied on or before the Closing Date (as the same may be adjourned pursuant to this Agreement), Seller shall have ten (10) days after Buyer delivers to Seller written notice of such unsatisfied Buyer's Condition Precedent within which to satisfy the unsatisfactory condition and should Seller not have done so within said 10-day period, Buyer shall have the right to either (i) terminate this Agreement by giving notice thereof to Seller, whereupon Buyer and Seller shall be relieved of all further obligations under this Agreement, except for those that expressly survive termination of this Agreement; or (ii) waive the condition and close. (a) Representations. The representations and warranties made by Seller in this Agreement shall be true and correct in all material respects on the Closing Date subject to the 10-day extension provided in Section 9.1 above. (b) Seller's Obligations. Seller shall have performed in all material respects all covenants, agreements, and obligations and complied in all material respects with all conditions required by this Agreement to be performed or complied with by Seller prior to Closing Date (as the same may be adjourned pursuant to this Agreement) subject to the 10-day extension provided in Section 9.1 above. (c) Possession. The Property shall be free and clear of any persons, tenants, or improvements of any kind on the Closing Date, except for Lessee as set forth herein and for the improvements existing on the Effective Date or subsequently constructed pursuant to the Lease subj ect to the 10-day extension provided in Section 9.1 above. 9.2 Conditions to Seller's Obligations. Each of the following events or occurrences (the "Seller's Conditions Precedent") shall be a Condition Precedent to Seller's obligation to close this transaction. If the Seller's Conditions Precedent have not been satisfied on or before the Closing Date (as the same may be adjourned pursuant to this Agreement), Buyer shall have ten (10) days after Seller delivers to Buyer written notice of such unsatisfied Seller's Condition Precedent within which to satisfy the unsatisfactory condition and should Buyer not 1-M1I413923.3 10