Reso 2009-1453 - Laserfiche WebLink

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reasonably acceptable to the Title Company to permit the Title Company to insure against adverse matters first appearing in the Public Records on a date subsequent to the effective date of the Commitment and prior to the recording of the "Deed" (as hereinafter defined) required by the terms of this Agreement as permitted and in accordance with the requirements of Section 627.7841, Florida Statutes. Seller agrees that it will not take any action after the Effective Date of this Agreement which shall adversely affect the status of title to the Property. Seller shall be required to cure any Title Defects and Seller shall satisfy any encumbrances or liens at time of closing. 5. Inspections. Seller and Purchaser hereby acknowledge that as of the date of the execution of this Agreement, Purchaser has not yet had an opportunity to complete its final due diligence and to fully review and evaluate this transaction. If on or before 5:00 p.m. on a date which is fifteen (15) days from the Effective Date hereof ("Inspection Completion Date"), Purchaser determines, in its sole and absolute discretion, that Purchaser does not desire to purchase the Property, then Purchaser shall have the right to give written notice to Seller electing to terminate this Agreement, provided such notice is delivered to Seller prior to 5:00 p.m. on the Inspection Completion Date ("Notice of Termination"). In the event such Notice of Termination is delivered on or before 5:00 p.m. on the Inspection Completion Date, the parties shall be released from all further obligations each to the other under this Agreement and the Deposit and all interest earned thereon shall be returned to Purchaser within 48 hours of demand. In the event Purchaser is unable to complete its required due diligence within fifteen (15) days, Purchaser may elect to extend the Inspection Completion Date for a reasonable period of time designated by Purchaser (not to exceed fifteen (15) days), by providing such notice in writing to Seller. Purchaser, its agents, employees and representatives shall have access to the Property at all times subsequent to the Effective Date and prior to the Closing or earlier termination of this Agreement with full right to: (a) inspect the Property, and (b) to conduct any and all inspections, investigations and tests thereon, including, but not limited to, soil borings and hazardous waste studies, and to make such other examinations with respect thereto as Purchaser, its counsel, licensed engineers, surveyors, appraisers, or other representative may deem reasonably necessary ("Due Diligence Investigations") provided proper notice is given to Seller and all agents are accompanied by Sellers representative with the understanding to maintain full confidentially and not to disturb Sellers Tenant's. Any Due Diligence Investigations of the Property by Purchaser and all costs and expenses in connection with Purchaser's Due Diligence Investigations of the Property shall be at the sole cost of Purchaser and shall be performed in a manner not to unreasonably interfere with Seller's ownership of the Property. Purchaser shall remove or bond any lien of any type, which attaches to the Property by virtue of any of Purchaser's Due Diligence Investigations. Upon completion of any such Due Diligence Investigations, Purchaser shall restore any damage to the Property caused by Purchaser's Due Diligence Investigations. Purchaser hereby indemnifies and holds Seller harmless, to the limit of Section 768.28 Florida Statutes from all loss, cost or expense, including, but not limited to, reasonable attorneys' fees and court costs resulting from Purchaser's Due Diligence Investigations in connection with the Property. Notwithstanding anything contained herein to the contrary, Purchaser shall not indemnify or hold Seller harmless with respect to, and Purchaser shall not be required to, remove, remediate, dispose or otherwise deal with any "Hazardous Substance" (as hereinafter defined), samplings derived from the Property or property containing Hazardous Substances which it finds in connection with its Due Diligence 3 R-.Jc.. /)11'(,