Reso 2009-1452 - Laserfiche WebLink

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receipt of the Title Objection Notice, Seller shall use its good faith efforts to cure such Title Defects. In the event that Seller is unable to cure the Title Defects within thirty (30) days of the Title Objection Notice ("Title Cure Period") after good faith efforts to do so, Seller shall notify Purchaser in writing as to which Title Defects remain uncured on or before the end of the Title Cure Period and Purchaser, at Purchaser's option, may: (i) elect to accept title to the Property subject to the Title Defects without any adjustment to the Purchase Price (in which event the remaining Title Defects shall be deemed Acceptable Exceptions); (ii) terminate this Agreement by written notice thereof to Seller, whereupon this Agreement shall be terminated, and both parties shall thereafter be released from all further obligations hereunder (except matters stated herein to specifically survive termination of this Agreement); or (iii) elect to extend the Title Cure Period for an additional 15 days (not to exceed forty-five (45) days), and if upon the expiration of such period Seller shall not have cured the Title Defects, Purchaser shall have the options set forth in (i) or (ii) above. During the period described in (iii) above, Purchaser shall have the right, at its sole election, to attempt to cure the Title Defects at it sole expense. The Closing Date shall be extended to the extent necessary to permit Seller the opportunity to cure any Title Defects. At Closing, Seller shall provide Purchaser with a gap affidavit in form reasonably acceptable to the Title Company to permit the Title Company to insure against adverse matters first appearing in the Public Records on a date subsequent to the effective date of the Commitment and prior to the recording of the "Deed" (as hereinafter defined) required by the terms of this Agreement as permitted and in accordance with the requirements of Section 627.7841, Florida Statutes. Seller agrees that it will not take any action after the Effective Date of this Agreement which shall adversely affect the status of title to the Property. Seller shall satisfy any encumberances or liens at the time of closing. 5. Inspections. Seller and Purchaser hereby acknowledge that as of the date of the execution of this Agreement, Purchaser has not yet had an opportunity to complete its required due diligence and to fully review and evaluate this transaction. If on or before 5:00 p.m. on a date which is sixty (60) days from the Effective Date hereof ("Inspection Completion Date"), Purchaser determines, in its sole and absolute discretion, that Purchaser does not desire to purchase the Property, then Purchaser shall have the right to give written notice to Seller electing to terminate this Agreement, provided such notice is delivered to Seller prior to 5:00 p.m. on the Inspection Completion Date ("Notice of Termination"). In the event such Notice of Termination is delivered on or before 5:00 p.m. on the Inspection Completion Date, the parties shall be released from all further obligations each to the other under this Agreement, except those obligations which are specifically stated herein to survive the termination hereof, and the Deposit and all interest earned thereon shall be returned to Purchaser within 48 hours of demand. Purchaser, its agents, employees and representatives shall have access to the Property at all times subsequent to the Effective Date and prior to the Closing or earlier termination of this Agreement with full right to: (a) inspect the Property, and (b) to conduct any and all inspections, investigations and tests thereon, including, but not limited to, soil borings and hazardous waste studies, and to make such other examinations with respect thereto as Purchaser, its counsel, licensed engineers, surveyors, appraisers, or other representative may deem reasonably necessary ("Due Diligence Investigations"). Any Due Diligence Investigations of the Property by Purchaser and all costs and expenses in connection with Purchaser's Due Diligence Investigations of the Property shall be at the sole cost of Purchaser and shall be performed in a manner not to unreasonably interfere with Seller's ownership of the Property. Purchaser shall remove or bond any lien of any type, which attaches to the Property by virtue of 3 ~)J ~