Reso 2009-1483 - Laserfiche WebLink

Home Browse Search

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 lIHazardous Substance" (as hereinafter defined), samplings derived from the Property or property containing Hazardous Substances which it finds in connection with its Due Diligence 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. Seller shall only provide the foregoing reports to the extent Seller has same in its possession. Seller shall not be obligated to remedy any code violations from the City of Sunny Isles Beach or to close any open permits from the City of Sunny Isles Beach. 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: rights. (a) The Property is currently subject to leases, tenancies or other occupancy (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 1445(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 Agreement of Purchase and Sale 16050 Collins Ave. Page 4 of 13 I"'- .~ I' t~