Reso 2009-1478 - Laserfiche WebLink

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(vii) Affidavit from Seller disclosing each person having a legal or beneficial interest in Seller, and in any entity comprising Seller, in compliance with Section 286.23, Florida Statutes, as it may be amended from time to time; and (viii) Such other documents that the Title Company may reasonably require in connection with the issuance of the Title Policy to Purchaser and the delivery of good and marketable title to the Property from Seller to Purchaser as provided in this Agreement, including, but not limited to, an appropriate "gap" affidavit in order to delete the "gap" exception and such affidavits required for deletion of the matters of survey, unrecorded easements, parties in possession and construction lien exceptions otherwise appearing on the Title Policy. (b) Seller and Purchaser shall each execute counterpart closing statements in a customary form together with such other documents as are reasonably necessary to consummate the Closing. (c) Seller's costs will be adjusted for and deducted on the Closing Statement. Buyer's cash to close will be delivered by cash, wire transfer, or cashier's check drawn on a bank reasonably acceptable to Seller. 11. No Brokers. Seller and Purchaser each represent to the other that it has not dealt with any broker, salesperson or agent in connection with the execution and delivery of this Agreement, and the other party shall not be required to pay any commission whatsoever with respect to this Agreement resulting from the actions of the party making such representations. Seller and Purchaser each indemnify and hold each other harmless from and against any and all claims, losses, costs, damages, liabilities and expenses (including without limitation, reasonable attorneys' and paralegal fees) resulting from a breach by the indemnifying party of the foregoing representation. The provisions of this Paragraph 11 shall survive the Closing and any cancellation or earlier termination of this Agreement. 12. Assignability. Purchaser may not assign its rights hereunder without Seller's consent, provided, however, that upon any such assignment, any such assignee shall agree to be bound by the terms and conditions set forth in this Agreement. 13. Notices. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed given if delivered by hand, sent by recognized overnight courier (such as Federal Express), transmitted via facsimile transmission or mailed by certified or registered mail, return receipt requested, in a postage pre-paid envelope, and addressed as follows: PURCHASER: The City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 Attn: Rick Conner, City Manager and Hans Ottinot, City Attorney Agreement of Purchase and Sale 16200 Collins Ave. 8