Reso 2008-1241 - Laserfiche WebLink

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and remediate such Environmental Problem, then Seller shall provide written notice and evidence thereof to Buyer on or prior to ninety (90) days after the end of the Inspection Period, in which event the Closing shall occur ten (10) business days thereafter. I f Seller elects to, but docs not curc and rcmcdiatc such Environmcntal Problcm on or prior to nincty (90) days after thc end of the Inspection Period or at any time prior thereto notifies Buyer that it will no longer attempt to do so, then this Agreement shall tenninate five (5) business days thereafter unless Buyer notifies Seller that it has elected to accept the Property subject to the Environmental Problem, in which event the Closing shall occur ten (10) business days after delivery of such notice from Buyer. In the event that this Agreement shall tenninate under any of the foregoing provisions of this paragraph, the Option Fee and all other Escrow Funds shall be paid forthwith to Buyer, as Buyer's sole remedy, whereupon this Agreement shall be tenninated and the parties hereto shall be relieved of all further obligations and liabilities other than those that expressly survive tennination of this Agreement. All environmental reports shall be considered the confidential property of Buyer. Buyer shall not share same with Seller unless Seller requests same. In the event Buyer requests a Phase Two audit, Seller shall have the right to terminate the Agrccmcnt. 4.3 Appraisals. Buyer shall have until the end of the Inspection Period to obtain two appraisals for the Property in accordance with Chapter 166, Florida Statutes. Buyer shall be entitled to consider the results of such appraisals in deciding whether to exercise the Option. 4.4 Inspection Procedures and Indemnity. Buyer shall give Seller reasonable advance notice of Buyer's inspections of the Property so that Seller, at its option, may have one of its representatives familiar with the Property accompany Buyer. Buyer agrees that reasonable precautions shall be taken in connection with such inspections so as to avoid any damage to the Property and to minimize any disruption to the parties in possession of the Property. Buyer shall indemnify, protect, defend and hold Seller, Seller's Trustees, officers, tenants, agents, contractors and its personal representatives hannless from and against any claims, losses, liabilities or damages resulting from such inspections and from and against any mechanic's liens or claims of lien resulting therefrom. Such indemnification shall survive the Closing or earlier termination of this Agrccmcnt. 4.5 Seller's Documents. Seller shall make available to Buyer no later than thirty (30) days following the Effective Date of this Agreement, copies of all documents (other than appraisals) which Seller may have in its possession pertaining to the Property including, but not limited to, building plans, architectural plans, building pennits, impact fee assessments, notices of special assessments, notices of sewer fees and water fees, unrecorded restrictive covenants, variance application/approvals, special exception application/approvals, engineering plans, unrccorded developer agreements, environmental reports, surveys and prior title insurance policics, titlc commitmcnts, and title cxceptions pcrtaining thcrcto, if any. 4.6 Confidentiality. Prior to the Closing Date (and at all times if this Agreement shall be terminated for any reason), Buyer shall keep confidential all financial, environmental and other information pertaining to the Property that is not recorded in the public records (including, without limitation, any summaries or descriptions of such information prepared by Buyer or its Representatives) (collectively, the "Confidential Information") and shall ~ Option Agreement for Milton Property on Sunny Isles Blvd 6 L J