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2008-036
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2008-036
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Last modified
3/22/2016 2:24:30 PM
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 /> 9 <br />
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