Reso 2007-1172 - Laserfiche WebLink

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Environmental Problem or (ii) that Seller has elected to terminate this Agreement, in which event this Agreement shall immediately terminate as provided below. If Seller elects to and does cure and remediate such Environmental Problem, then Seller shall provide written notice and evidence thereof to Buyer on or prior to ninety (90) days after the end of the Inspection Period, in which event the Closing shall occur ten (10) business days thereafter. If Seller elects to, but does not cure and remediate such Environmental Problem on or prior to ninety (90) days after the end of the Inspection Period or at any time prior thereto notifies Buyer that it will no longer attempt to do so, then this Agreement shall terminate five (5) business days thereafter unless Buyer notifies Seller that it has elected to accept the Property subject to the Environmental Problem, in which event the Closing shall occur ten (10) business days after delivery of such notice from Buyer. In the event that this Agreement shall terminate under any of the foregoing provisions of this paragraph, the Option Fee and all other Escrow Funds shall be paid forthwith to Buyer, as Buyer's sole remedy, whereupon this Agreement shall be terminated and the parties hereto shall be relieved of all further obligations and liabilities other than those that expressly survive termination of this Agreement. 4.3 Appraisals. Buyer shall have until the end of the Inspection Period to obtain two appraisals for the Property in accordance with Chapter 166, Florida Statutes. Buyer shall be entitled to consider the results of such appraisals in deciding whether to exercise the Option, but that neither the results of such appraisals nor any failure of Buyer to obtain such appraisals shall be a condition to the performance of Buyer's obligations under this Agreement nor entitle Buyer to receive a refund of all or any portion of the Option Fee. Buyer shall provide copies of the appraisals to Seller after closing. 4.4 Inspection Procedures and Indemnity. Buyer shall give Seller reasonable advance notice of Buyer's inspections of the Property so that Seller, at its option, may have one of its representatives familiar with the Property accompany Buyer. Buyer agrees that reasonable precautions shall be taken in connection with such inspections so as to avoid any damage to the Property and to minimize any disruption to the parties in possession of the Property. Buyer shall indemnify, protect, defend and hold Seller, Seller's Trustees, officers, tenants, agents, contractors and its personal representatives harmless from and against any claims, losses, liabilities or damages resulting from such inspections and from and against any mechanic's liens or claims of lien resulting therefrom. Such indemnification shall survive the Closing or earlier termination of this Agreement. 4.5 Seller's Documents. Seller shall make available to Buyer no later than twenty (20) days following the Effective Date of this Agreement, copies of all documents (other than appraisals) which Seller may have in its possession pertaining to the Property including, but not limited to, building plans, architectural plans, building permits, impact fee assessments, notices of special assessments, notices of sewer fees and water fees, unrecorded restrictive covenants, variance application/approvals, special exception application/approvals, engineering plans, unrecorded developer agreements, environmental reports, surveys and prior title insurance policies, title commitments, and title exceptions pertaining thereto, if any. 4.6 Confidentiality. Prior to the Closing Date (and at all times if this Agreement shall be terminated for any reason), Buyer shall keep confidential all financial, environmental and other information pertaining to the Property that is not recorded in the public Option Agreement for A vila Condo. Assn. Property 6