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Reso 2009-1452
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Reso 2009-1452
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Last modified
7/1/2010 9:43:03 AM
Creation date
7/30/2009 10:30:29 AM
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CityClerk-Resolutions
Resolution Type
Resolution
Resolution Number
2009-1452
Date (mm/dd/yyyy)
07/16/2009
Description
Reso/Agmt w/Malibu Plaza on the Bay for Purchase & Sale of Real Property, 16100 Collins.
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<br />any of Purchaser's Due Diligence Investigations. Upon completion of any such Due Diligence <br />Investigations, Purchaser shall restore any damage to the Property caused by Purchaser's Due <br />Diligence Investigations. Purchaser hereby indemnifies and holds Seller harmless, to the limit of <br />Section 768.28 Florida Statutes from all loss, cost or expense, including, but not limited to, <br />reasonable attorneys' fees and court costs resulting from Purchaser's Due Diligence <br />Investigations in connection with the Property. Notwithstanding anything contained herein to <br />the contrary, Purchaser shall not indemnify or hold Seller harmless with respect to, and <br />Purchaser shall not be required to, remove, remediate, dispose or otherwise deal with any <br />"Hazardous Substance" (as hereinafter defined), samplings derived from the Property or property <br />containing Hazardous Substances which it finds in connection with its Due Diligence <br />Investigations of the Property. <br /> <br />Within ten (10) business days of the Effective Date, Seller shall deliver to <br />Purchaser hardcopies of any surveys, engineering reports, inspections reports and environmental <br />studies, if any, which Seller has in its possession for Purchaser's review. Additionally, Seller <br />shall provide Purchaser such other documentation as Purchaser may reasonably request with <br />respect to the Property. <br /> <br />Purchaser shall have until the end of the Inspection Period to obtain two <br />appraisals for the Property in accordance with Chapter 166, Florida Statutes. <br /> <br />The provisions of this Paragraph 5 shall survive termination of this Agreement. <br /> <br />6. Seller's Representations. As a material inducement to Purchaser entering into this <br />Contract, Seller warrants and represents to and covenants with Purchaser that the following <br />matters are true as of the Effective Date and that they will also be true as of Closing Date. <br />Notwithstanding anything to the contrary herein, the effect of the representations and warranties <br />made in this contract shall not be diminished or deemed to be waived by any inspections, tests or <br />investigations made by Purchaser or its agents. Seller agrees to indemnify and hold harmless <br />Purchaser from any and all claims, costs, judgments, damages, fees (including attorney's fees) <br />repairs, or expenses incurred as a result of any breach of any warranty and representation. <br /> <br />Seller represents, warrants and covenants unto Purchaser and agrees with Purchaser as <br />follows: <br /> <br />(a) The Property is currently subject to leases, tenancies or other occupancy <br />rights. However, Seller agrees to deliver property on or before April 30, 2012 free of any leases, <br />tenancies or other occupancy rights, recorded or unrecorded, written or oral subject to <br />Paragraphs 16 and 17 herein. <br /> <br />(b) Seller has no notice or knowledge of any pending lawsuits, any pending <br />condemnation or eminent domain proceedings with respect to the Property. <br /> <br />(c) The execution, delivery and performance of this Agreement by Seller has <br />been duly authorized and no consent of any other person or entity to such execution, delivery and <br />performance is required to render this document a valid and binding instrument enforceable in <br />accordance with its terms. <br /> <br />4 <br /> <br />~~~ <br />
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