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against Seller. Purchaser agrees to deliver to Seller certificates or memoranda of insurance of all <br /> policies of insurance to be procured by Purchaser upon initial issuance and renewals thereof The <br /> minimum limits of any insurance coverage to be maintained by Purchaser hereunder shall not limit <br /> Purchaser's liability under the indemnity contained in this Agreement. This paragraph shall <br /> survive Closing. <br /> 14. Miscellaneous. <br /> (a) This Agreement shall be construed and governed in accordance with <br /> laws of the State of Florida and in the event of any litigation hereunder, the venue for any <br /> such litigation, shall,be in Miami-Dade County. Each of the Parties to this Agreement has <br /> participated fully in the negotiation and preparation hereof and, accordingly, this Agreement <br /> shall not be more strictly construed against any one of the Parties. <br /> (b) In the event any provisionof this Agreement is determined by <br /> appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given <br /> its nearest legal meaning or re-construed as such authority determines, and the remainder of <br /> this Agreement shall be construed to be in full force and effect. <br /> (c) In construing this Agreement, the singular shall be deemed to include <br /> the plural, the plural shall be deemed to include the singular, and the use of any gender shall <br /> include every other gender and all paragraph headings shall be discarded. <br /> (d) All of the Exhibits to this Agreement are incorporated in and made a <br /> part of this Agreement. <br /> (e) This Agreement constitutes the entire agreement between the Parties <br /> for the sale and purchase of the Property and supersedes any other agreement or <br /> understanding of the Parties with respect to the matters herein contained. This Agreement <br /> may not be changed, altered or modified except in writing signed by the party against <br /> whom enforcement of such a change would be sought. This Agreement shall be binding <br /> upon the Parties hereto and their respective successors and assigns. <br /> (f) This Agreement and any subsequent amendments hereto may be executed <br /> in any number of counterparts, each of which, when executed, shall be deemed to be an <br /> original, and all of which shall be deemed to be one and the same instrument. Facsimile or <br /> email transmission signatures shall be deemed original signatures for all intents and purposes. <br /> (g) <br /> If, priorClosing, taking to a of the Property by condemnation or eminent <br /> domain shall occur by an entity other than Purchaser,then Purchaser shall have the option to either <br /> close on the purchase of the Easement, in which event Purchaser shall be entitled to the <br /> condemnation award, if any, as to the Property, or Purchaser may terminate this Agreement. <br /> Such election shall be made by Purchaser in a written notice to Seller within ten (10) calendar <br /> days following written notice from Seller to Purchaser informing Purchaser of the taking. If <br /> Page 6 of 8 <br />