Purchase Sale Agrmnt - 225 191 Ter

Home Browse Search

its sole discretion, continue to hold such funds until the Parties mutually agree to disbursement thereof, or until a judgment of a court of competent jurisdiction shall determine the rights of the Parties hereto, or Escrow Agent may deposit such funds with the Clerk of the Circuit Court of Miami -Dade County, Florida, pursuant to interpleader procedure, whereupon after notifying all Parties concerned with such action and paying all costs imposed by the Clerk as a result of such deposit, all liability on the part of Escrow Agent shall terminate except to the extent of accounting for any monies theretofore delivered out of escrow. 15. TIME. Time is of essence with respect to all dates or times set forth in this Agreement. Unless otherwise specified, the expiration of any period of time prescribed in this Agreement shall occur at 5:00 p.m. of the last day of the period. Should any period of time specified herein end on a Saturday, Sunday, or legal holiday recognized in Sunny Isles Beach, Florida, the period of time shall automatically be extended to 5:00 p.m. of the next full business day. All time periods referencing number of days shall be calendar days, unless otherwise specified. 16. SEVERABILITY. If any of the provisions of this Agreement are deemed to be unenforceable and the unenforceability of said provisions does not adversely affect the purpose and intent of this Agreement, in Purchaser's sole discretion, the enforceability of the remaining provisions of this Agreement shall not be affected. 17. SUCCESSORS IN INTEREST. This Agreement shall bind and inure to the benefit of Sellers and Purchaser and their respective heirs, legal representatives, successors, and assigns. 18. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the Parties. No supplement, modification, or amendment to this Agreement shall be binding unless executed in writing by the Parties. Notwithstanding the foregoing, the Parties acknowledge that the legal description contained in Exhibit "A" was prepared based upon historic chain of title information, without the benefit of a current survey of the Property. The Parties agree that if, in the opinion of Purchaser, it becomes necessary to amend the legal description of the Property to correct errors, to more properly describe the Property, ,to cut out portions of the Property affected by title defects that cannot be timely removed by the Sellers, or to otherwise revise the legal description of the Property, the legal description to be used in the Survey (if any) and in the closing instruments required by this Agreement shall be revised by or at the direction of Purchaser, and shall be subject to the final approval of Purchaser. Anything to the contrary hereinabove notwithstanding, such a revision of the legal description of the Property shall not require a written amendment to this Agreement. In such event, the Sellers' execution and delivery of the closing instruments containing the revised legal description and the Purchaser's acceptance of said instruments and of the final Survey (if any) containing the revised legal description shall constitute a full and complete ratification and acceptance of the revised legal description of the Property by the Parties. 9 Purchaser Sellers 355