Reso 2006-1010 - Laserfiche WebLink

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reason thereof and Buyer shall purchase the Property for the full Purchase Price pursuant to this Agreement. 10.2 No Implied or Unwritten Representations. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7 OF THIS AGREEMENT, SELLER HAS NOT, DOES NOT AND WILL NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THE PROPERTY, WHETHER EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, OR WITH RESPECT TO THE V ALUE, PROFITABILITY, MARKETABILITY OR ACREAGE OF THE PROPERTY. In entering into this Agreement, Buyer has not been induced by and has not relied upon any such representations, warranties or statements, whether express or implied, written or oral, made by Seller or any agent, employee or other representative of Seller or by any broker or any other person representing or purporting to represent Seller. The provisions of this section 10.2 shall survive Closing and any earlier termination of this Agreement. 11. Closing. The Closing shall occur within one hundred twenty (120) days of the execution date of this Option Agreement or thi11y (30) days after the Option Acceptance Date and shall take place at the Sunny Isles Beach Government Center. 12. Seller's Closing Documents. At closing, Seller shall deliver the following documents ("Seller's Closing Documents") to Buyer: 12.1 Special Wananty Deed. The Special Warranty Deed shall be duly executed and acknowledged by Seller so as to convey to Buyer good and marketable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title other than the Permitted Exceptions and exceptions not duly objected to by Buyer. 12.2 Mechanic's Lien Affidavit. A mechanic's lien affidavit in the customary form, attesting that to the knowledge of Seller, (a) no individual, entity or Governmental Authority has any claim against the Property under the applicable mechanic's lien law, (b) no individual, entity or Governmental Authority is either in possession of the Property or has a promissory interest or claim in the Prope11y (except Lessee and Buyer), and (c) no improvements to the Property have been made for which payment has not been made. 12.3 Gap Affidavit. An affidavit in form and content reasonably satisfactory to the Title Company to facilitate the insuring of the "gap", i.e., the deleting as an exception to the Title Commitment any matters appearing between the effective date of the Title Commitment and the effective date ofthe Title Policy. 12.4 FIRPTA. A FIRPTA Non-Foreign Entity Transfer Certificate or Exemption Certificate or document evidencing withholding, in accordance with Section 1445 of the Internal Revenue Code. 12.5 DR-2l9. DR-2l9 as required forrecording. Mazacco - Option Agreement II SIE