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<br />c. This Agreement, when executed and delivered, will be valid and
<br />legally binding upon SELLER and enforceable in acc?rdanCe with its terms and
<br />neither the execution of this Agreement and the other Instruments to be executed
<br />hereunder by SELLER, nor the performance by it of the various terms and
<br />conditions hereto will violate the Articles of Incorporation or By-Laws of SELLER,
<br />and
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<br />d. Atthe Closing, SELLER shall deliver to BUYER an opinion of counsel
<br />to the effect that the covenants, representations and warranties contained above
<br />are true and correct as of the Closing date. In rendering the foregoing opinion, such
<br />counsel may rely as to factual matters upon certificates of other documents
<br />furnished by partners, officers, officials and other counsel of SELLER, and upon
<br />such other documents and data as such partners, officers, officials and counsel may
<br />deem appropriate.
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<br />4. Stenstrom, McIntosh, Colbert, Whigham, Reischmann & Partlow, P.A., shall
<br />act as closing agent and prepare all closing documents.
<br />
<br />6. This contract is contingent upon and subject to the conditional and final
<br />approval of the City Commission of the City of Casselberry, Florida, compliance with
<br />§166.045, Florida Statutes, and the Charter of the City of Casselberry, Florida, as well as
<br />any other requirements of Florida laws, which approval is to be obtained during the Due
<br />Diligence Period.
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<br />7. Seller represents and warrants that to the best of Seller's knowledge and
<br />belief, no prior owner of the property, nor any owner or prior owner of any land adjacent
<br />to the property (the "Adjacent Land"), has manufactured or disposed of'any Hazardous
<br />Substance (as hereinafter defined) on the property or on Adjacent Land in such quantities,
<br />concentrations, forms or levels, or othenNise in a manner which is in violation of any
<br />applicable environmental laws, "Hazardous Substance" means any toxic or hazardous
<br />waste, pollutants or substance, including, without limitation, asbestos, PCBs, petroleum
<br />products and by-products, substances defined or listed as "hazardous substance", "toxic
<br />substance", "toxic pollutant", or similarly identified substance or mixture, in or pursuant to
<br />any environmental Law, including, but not limited to the Comprehensive Environmental
<br />Response, Compensation and Liability Act of 1990, as amended, 42 U.S.C. Section 9601,
<br />et seq., the Hazardous Materials Transportation Act, 49 U.S. C. Section 1802, et seq, the
<br />Resource Conservation and Recovery Act, 42 U.S. C. Section 6901, et seq., the Toxic
<br />Substance Control Act of 1976, as amended. To the best of Seller's knowledge, the
<br />property is in compliance with all environmental laws, and there have been no notices from
<br />any federal, state or local governmental authority having jurisdiction over the property, to
<br />the effect that the property is not in compliance with any of such environmental Laws, or
<br />is the subject of any federal, state or local investigation evaluating whether any remedial
<br />action is needed to respond to a release of any Hazardous Substance into the environment
<br />from the property, and there are no pending actions with respect to the property under any
<br />environmental laws. Such representations and warranties shall survive the closing hereof.
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