Reso 2006-911 - Laserfiche WebLink

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instruments affecting the Seller, to which Seller is a patiy and which affects all or any portion of the Property, or to Seller's knowledge, constitutes a violation of any Governmental Requirement. 7.3 No Default. To the actual knowledge of the Seller and its representatives, Seller is not in default under an indenture, mortgage, deed of trust, loan agreement, lease or other agreement to which Seller is a party and which affects any portion of the Propeliy. 7.4 Hazardous Materials. Seller has no actual knowledge nor has the Seller received any written notice that there has been any discharge of hazardous material at the Property. As used herein, the term "Hazardous Material" shall mean any substance, water or material which has been determined by state, federal or local government authority to be capable of posing a risk of injury to health, safety and property, including but not limited to, all of those materials, wastes and substances designated as hazardous or toxic by the U.S. Environmental Protection Agency, the U.S. Depatiment of Labor, the U.S. Depmiment of Transportation, and/or any other state or local governmental agency now or hereafter authorized to regulate materials or substances in the environmental (collectively "Governmental Authority(ies)"). Buyer must rely on its Environmental reports and assessments, as Seller is not aware of Property's environmental condition. 7.5 Litigation and Patiies in Possession. To the actual knowledge of the Seller, there are no actions, suits, proceedings or investigations pending or, to the knowledge of Seller, threatened against Seller or the Property affecting any portion of the Property. The only party in possession other than Seller is the Lessee as described above and under the terms and conditions of the Parking Agreement set forth above. 7.6 Buyer's Remedies for Seller's Misrepresentations. In the event that Buyer becomes aware prior to Closing that any of Seller's warranties or representations set fOlih in this Agreement are not true in any material respect on the Effective Date or any time thereafter but prior to Closing, and in the event Seller is unable to render any such representation or wan-anty true and correct in all material respects as of the later of (i) Closing Date and (ii) thirty (30) days after Buyer delivers to Seller written notice of such alleged incon-ect representation or warranty, Buyer may either: (a) terminate this Agreement by written notice thereof to Seller, in which event the parties will be relieved of all further obligations hereunder, except for those that expressly survive termination of this Agreement, and Buyer shall receive a refund of the Option Fee, provided that Buyer had timely exercised the Option in the manner required under this Agreement; or (b) elect to close under this Agreement notwithstanding the failure of such 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 Crescent Heights XLIV, Inc. #2 9 SIB