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2008-036
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2008-036
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Last modified
2/6/2026 11:50:06 AM
Creation date
9/30/2015 11:57:30 PM
Metadata
Fields
Template:
Official Documents
Official Document Type
Agreement
Approved Date
02/05/2008
Control Number
2008-036
Agenda Item Number
7.CC
Entity Name
Walt Disney World Hospitality & Recreation Corporation
Subject
Land Purchase Agreement
Area
9255 93rd. St.
Supplemental fields
SmeadsoftID
6857
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7.5.5. The execution and delivery of this Agreement by Purchaser and Purchaser's <br />performance of its obligations under this Agreement shall not conflict with any law or any contract or <br />other agreement to which Purchaser is a party or otherwise bound; <br />7.5.6. There is no litigation, administrative proceeding or investigation of any kind, <br />nature or description presently pending, or, to the best of Purchaser's knowledge, contemplated or <br />threatened, against Purchaser which would affect Purchaser's authority or ability to perform and carry out <br />Purchaser's duties and obligations under this Agreement, or which seeks to challenge, enjoin or otherwise <br />prohibit the closing and consummation of the sale and purchase transaction contemplated in this <br />Agreement in accordance with its terms; and <br />7.5.7. Neither Purchaser nor its agents dealt with any broker or finder or with other <br />person in connection with this transaction who is entitled to any commission, finder's fee or similar <br />payment as a result of the acts of Purchaser or its agents. <br />7.6. Survival of Representations and Warranties. <br />Each of the representations and warranties of the parties hereto contained in Sections 7.1 (Seller's <br />Representations and Warranties) and 7.5 (Purchaser's Representations and Warranties) shall survive the <br />Closing Date for a period of six (6) months. <br />7.7. Limitation on Claims Against Seller. <br />Seller shall have no liability whatsoever with respect to any Claim (as such term is hereinafter <br />defined in Section 7.9 [Definition of Claim and Claim Notice]) under any of the representations, <br />warranties, terms, agreements, covenants, duties, liabilities and obligations set forth in this Agreement or <br />in any document made or given pursuant to or in connection with this Agreement, except to the extent <br />(and only to the extent) that the aggregate amount of all Claims for breach of Sellers' representations, <br />warranties, terms, agreements, covenants, duties, liabilities and obligations exceeds $5,000 (and, in such <br />case, such Claims shall only be valid [and Seller shall only be liable] for the portion that exceeds $5,000 <br />up to the absolute maximum hereinafter set forth), Further, notwithstanding any provision to the contrary <br />herein or in any other document as aforesaid, Seller shall have no liability with respect to any Claim <br />under any of the representations, warranties, terms, agreements, covenants, duties, liabilities and <br />contained in this Agreement or in any such other document: (i) which Claim relates to or arises in <br />connection with (1) Hazardous Substances (except solely to the extent that Seller has breached its <br />representation in Section 7.1.8); (2) the physical condition of the Property; (3) the Cattle Dip; or (4) any <br />other matter not expressly set forth in Seller's representations and warranties set forth in Section 7.1 <br />(Seller's Representations and Warranties); (ii) to the extent the Claim (or Claims) exceeds the total sum of <br />$25,000; or (iii) to the extent the Claim is limited or precluded under applicable law. For the avoidance <br />of doubt, it is the intent of the parties hereto that any and all Claims with respect to Seller the total amount <br />of which are $5,000 or less or that exceed the sum of S25,000 as aforesaid are hereby waived and released <br />(in their entirety, as to those that total $5,000 or less, and in part with respect to those that exceed $25,000 <br />[i.e., to the extent of such excess]). Purchaser shall not make any Claim or deliver any "Claim Notice" <br />(as such term is hereinafter defined in Section 7.9 [Definition of Claim and Claim Notice]) unless it <br />believes in good faith that the Claims would be covered within the terms and provisions of this Section <br />7.7. <br />7.8. Expiration. <br />The representations and warranties of the parties hereto set forth herein in this Article 7 or in any <br />Closing document shall survive only until the dates set forth in Section 7.6 (Survival of Representations <br />and Warranties). Without limiting the generality of the foregoing, any Claim that Purchaser may have at <br />January 8. 2008 <br />
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