Reso 2009-1453 - Laserfiche WebLink

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~~ Investigations of the Property. In the event the transaction does not close, Purchaser will provide Seller all work product and information during due diligence at no cost or expense to Seller. Within ten (10) business days of the Effective Date, Seller shall deliver to Purchaser hardcopies of any surveys, engineering reports, inspections reports and environmental studies, if any, which Seller has in its possession for Purchaser's review. Additionally, Seller shall provide Purchaser such other documentation as Purchaser may reasonably request with respect to the Property. Purchaser shall have until the end of the Inspection Period to obtain two appraisals for the Property in accordance with Chapter 166, Florida Statutes. However, the appraisals will not hold up the closing of the transaction. The provisions of this Paragraph 5 shall survive termination of this Agreement. 6. Seller's Representations. As a material inducement to Purchaser entering into this Contract, Seller warrants and represents to and covenants with Purchaser that the following matters are true as of the Effective Date and that they will also be true as of Closing Date. Notwithstanding anything to the contrary herein, the effect of the representations and warranties made in this contract shall not be diminished or deemed to be waived by any inspections, tests or investigations made by Purchaser or its agents. Seller agrees to indemnify and hold harmless Purchaser from any and all claims, costs, judgments, damages, fees (including attorney's fees) repairs, or expenses incurred as a result of any breach of any warranty and representation. Seller represents warrants and covenants unto Purchaser and agrees with Purchaser as follows: (a) The Property is currently subject to leases, tenancies or other occupancy rights. However, Seller agrees to deliver the property on or before December 31, 2011 free of any leases, tenancies or other occupancy rights, recorded or unrecorded, written or oral subject to Paragraphs 16 and 17 herein. (b) The execution, delivery and performance of this Agreement by Seller has been duly authorized and no consent of any other person or entity to such execution, delivery and performance is required to render this document a valid and binding instrument enforceable in accordance with its terms. (c) Seller is not a "foreign person" within the meaning of the United States tax laws, to which reference is made in Internal Revenue Code Section l445(b )(2). At Closing, Seller shall deliver to Purchaser an affidavit to such effect, which shall also state Seller's social security number and the state within the United States under which Seller then exists. Seller acknowledges and agrees that Purchaser shall be entitled to fully comply with Internal Revenue Code Section 1445 and all related sections and regulations, as same may be modified and amended from time to time, and Seller shall act in accordance with all reasonable requirements of Purchaser to effect such full compliance by Purchaser. (d) There are no representations on behalf of Seller with regards to any Environmental matters. This is an as-is deal. Neither Seller nor any of its affiliates have 4 /L.IC.. /J1~