Reso 2007-1172 - Laserfiche WebLink

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7.5 Litigation and Parties in Possession. To the actual knowledge of the Seller, there are no actions, suits, proceedings or investigations pending or, to the knowledge of Seller, threatened against Seller or the Property affecting any portion of the Property. 7.6 Buyer's Remedies for Seller's Misrepresentations. In the event that Buyer becomes aware prior to Closing that any of Seller's warranties or representations set forth in this Agreement are not true in any material respect on the Effective Date or any time thereafter but prior to Closing, and in the event Seller is unable to render any such representation or warranty true and correct in all material respects as of the later of (i) Closing Date or (ii) thirty (30) days after Buyer delivers to Seller written notice of such alleged incorrect representation or warranty, Buyer may either: (a) terminate this Agreement by written notice thereof to Seller, in which event the parties will be relieved of all further obligations hereunder, except for those that expressly survive termination of this Agreement, and Buyer shall receive a refund of the Option Fee, provided that Buyer had timely exercised the Option in the manner required under this Agreement; or (b) elect to close under this Agreement notwithstanding the failure of such representation and warranty, in which event the Closing shall be deemed a waiver by Buyer of the failure of such representation and warranty. 8. Buyer's Representations. The Buyer hereby represents and warrants to the Seller as of the Effective Date and as of the Closing Date that Buyer has full and complete authority to enter into this Agreement and to pay the Option Fee on the terms and conditions set forth in this Agreement and, subject to compliance with Chapter 166, Florida Statutes, the City of Sunny Isles Beach Charter and Code of Ordinances, to purchase the Property and to comply with the other terms of this Agreement, and the execution and delivery of this Agreement by Buyer and consummation by Buyer of the transaction hereby contemplated are within Buyer's capacity and all requisite action has been taken to make this Agreement valid and binding on Buyer in accordance with its terms. The Buyer represents and warrants to the Seller that the improvement to be constructed on the Property shall comply with the City's present zoning height restriction, i.e. 45 (forty five) feet. 9. Conditions Precedent to Closing. 9.1 Conditions to Buyer's Obligations. Each of the following events or occurrences ("Buyer's Conditions Precedent") shall be a Condition Precedent to Buyer's obligation to close this transaction. If the Buyer's Conditions Precedent have not been satisfied on or before the Closing Date (as the same may be adjourned pursuant to this Agreement), Seller shall have thirty (30) days after Buyer delivers to Seller written notice of such unsatisfied Buyer's Condition Precedent within which to satisfy the unsatisfactory condition and should Seller not have done so within said 30-day period, Buyer shall have the right to either (i) terminate this Agreement by giving notice thereof to Seller, whereupon Buyer and Seller shall be relieved of all further obligations under this Agreement, except for those that expressly survive termination o(this Agreement; or (ii) waive the condition and close. (a) Representations. The representations and warranties made by Seller in this Agreement shall be true and correct in all material respects on the Closing Date subject to the 30-day extension provided in Section 9.1 above. Option Agreement for A vila Condo. Assn. Property 9