Reso 2007-1172 - Laserfiche WebLink

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records (including, without limitation, any summaries or descriptions of such information prepared by Buyer or its Representatives) (collectively, the "Confidential Information") and shall not disclose any such Confidential Information to any person or entity, except that Buyer may disclose the Confidential Information (i) as and to the extent required by applicable law, regulation or legal process and (ii) to Buyer's directors, officers, employees, agents, attorneys and consultants (collectively, the "Representatives") who need to know the Confidential Information for the purpose of evaluating the potential purchase of the Property by Buyer. Buyer agrees that the Confidential Information will be used solely for the purpose of evaluating the potential purchase of the Property by Buyer. In the event that this Agreement shall be terminated for any reason, Buyer shall provide to Seller copies of all reports and studies (including, without limitation, all environmental assessments) prepared by, for or on behalf of Buyer with respect to the Property. Buyer hereby agrees to indemnify and hold Seller and its personal representatives harmless from and against any and all reasonable costs, expenses, liabilities and damages, including, without limitation, reasonable attorneys' fees and disbursements at the trial level and on one or more appeals, incurred by reason of any breach by Buyer of any of its agreements contained in this Section 4.6. 5. Evidence of Title. 5.1 Delivery of Title Commitment. Within thirty (30) calendar days of the Effective Date, and subsequent to receipt of a copy of the prior deed to the Property in Seller's possession more particularly described below in this Paragraph, Buyer shall obtain a Title Commitment, at Buyer's cost, and shall deliver a copy of the Title Commitment to Seller's attorney within three (3) days of receipt. Within five (5) business days of execution of this Agreement by Seller, Seller shall be obligated to provide to Buyer a copy of the deed in its possession that conveyed title to the subject real property to Seller. 5.2 Marketable Title. Seller shall convey marketable title to the Property, subject to the Permitted Exceptions. Marketable Title shall be determined according to the Title Standards adopted by authority of The Florida Bar and in accordance with law. Buyer shall have fifteen (15) days from the date of receiving the Title Commitment to examine same. If title is found to have defects which render title unmarketable, Buyer shall notify Seller in writing within such fifteen-day period of any such title defects which are objectionable to Buyer (the "Title Objections"). Time is of the essence for Buyer to notify Seller of any Title Objections and Buyer's failure to include any such title defect in such a timely notice shall constitute a waiver by Buyer of its right to object to such defect, which shall thereafter be deemed a Permitted Exception for all purposes hereunder. The Buyer's notice of Title Objections shall include a statement of how the defects should be cured. Seller has until the Closing Date to remove all Title Objections. If any Title Objections are not removed on or prior to the Closing Date, Buyer shall have the option of either accepting title in its existing condition without any reduction of the Purchase Price, or of terminating this Agreement by delivering to Seller a written notice of termination at the Closing. Upon such a termination of this Agreement, neither Buyer nor Seller shall have further rights or obligations hereunder except for those that expressly survive termination of this Agreement except that the Escrow Funds shall be refunded to Buyer under these circumstances, provided that Buyer had timely exercised the Option in the manner required under this Agreement. Option Agreement for A vila Condo. Assn. Property 7