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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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DESCRIBED IN SECTION 7. 1 . 8 OR SECTION 7. 2 (CATTLE DIP). EXCEPT AS OTHERWISE <br /> EXPRESSLY SET FORTH HEREIN, PURCHASER SHALL RELY SOLELY ON ITS OWN <br /> INVESTIGATION OF THE PROPERTY AND NOT ON ANY STATEMENTS , REPRESENTATIONS , <br /> WARRANTIES OR INFORMATION MADE OR PROVIDED OR TO BE PROVIDED BY SELLER <br /> OR ITS AGENTS OR CONTRACTORS . SELLER SHALL NOT BE LIABLE OR BOUND IN ANY <br /> MANNER BY ANY VERBAL OR WRITTEN STATEMENTS , REPRESENTATIONS , <br /> WARRANTIES OR INFORMATION PERTAINING TO THE PROPERTY OR THE OPERATION <br /> THEREOF, FURNISHED BY ANY PARTY PURPORTING TO ACT ON BEHALF OF SELLER. <br /> PURCHASER OR ANYONE CLAIMING BY, THROUGH OR UNDER PURCHASER, HEREBY <br /> FULLY AND IRREVOCABLY RELEASES SELLER AND ITS AFFILIATES , AND ITS AGENTS <br /> AND REPRESENTATIVES, FROM ANY AND ALL CLAIMS THAT IT MAY NOW HAVE OR <br /> HEREAFTER ACQUIRE AGAINST SELLER OR ITS AFFILIATES , OR ITS AGENTS OR <br /> REPRESENTATIVES FOR ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, ACTION OR <br /> CAUSE OF ACTION, WHETHER FORESEEN OR UNFORESEEN, ARISING FROM OR RELATED <br /> TO ANY DEFECTS , ERRORS OR OMISSIONS ON OR IN THE PROPERTY, THE PRESENCE OF <br /> HAZARDOUS SUBSTANCES, OR ANY OTHER CONDITIONS (WHETHER PATENT, LATENT <br /> OR OTHERWISE) AFFECTING THE PROPERTY, EXCEPT FOR CLAIMS AGAINST SELLER <br /> BASED UPON ANY OBLIGATIONS AND LIABILITIES OF SELLER EXPRESSLY PROVIDED IN <br /> THIS AGREEMENT (SUBJECT TO THE REQUIREMENTS AND LIMITATIONS OF THIS <br /> AGREEMENT) . PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS <br /> RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS <br /> EXPRESS TERMS AND PROVISIONS , INCLUDING, BUT NOT LIMITED TO, THOSE RELATING <br /> TO UNKNOWN AND SUSPECTED CLAIMS , DAMAGES AND CAUSES OF ACTION. AS A <br /> MATERIAL COVENANT AND CONDITION OF THIS AGREEMENT, PURCHASER AGREES <br /> THAT IN THE EVENT OF ANY SUCH DEFECTS, ERRORS OR OMISSIONS , THE PRESENCE OF <br /> HAZARDOUS SUBSTANCES , OR ANY OTHER CONDITIONS AFFECTING THE PROPERTY, <br /> PURCHASER SHALL NOT LOOK TO SELLER FOR ANY REDRESS OR RELIEF, EXCEPT FOR <br /> CLAIMS AGAINST SELLER BASED UPON ANY OBLIGATIONS AND LIABILITIES OF SELLER <br /> EXPRESSLY PROVIDED IN THIS AGREEMENT AS AFORESAID. THIS SECTION 7. 10 SHALL <br /> SURVIVE THE CLOSING AND THE EXPIRATION OF THIS AGREEMENT, OR, IF THE CLOSING <br /> DOES NOT OCCUR, BEYOND THE TERMINATION OR BREACH OF THIS AGREEMENT. <br /> 8 . CLOSING CONDITIONS . <br /> 8 . 1 . Purchaser's Conditions. <br /> Purchaser's obligation to purchase the Property and close the transaction contemplated under this <br /> Agreement is subject to the satisfaction , as of the Closing, of each of the following conditions: <br /> 8 . 1 . 1 . Purchaser having received the approval contemplated under Article 4 (Approval <br /> By Board of Commissioners) ; <br /> 8 . 1 .2 . Purchaser having received the closing documents described in Section 6 .2 (Items <br /> to be Executed and Delivered by Seller at Closing) of this Agreement; and <br /> 8 . 1 .3 . There being no uncured material default by Seller in the performance of any of <br /> Seller's obligations under this Agreement. <br /> 8 . 2. Seller's Conditions . <br /> Seller's obligation to sell the Property and close the transaction contemplated under this <br /> Agreement is subject to the satisfaction , as of the Closing, of each of the following conditions: <br /> January 8. 2008 l l <br />
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