05-1628 CIP Land Purchase - 9 - Laserfiche WebLink

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8. The Seller agrees to indemnify and hold the Buyer harmless of any and all liabilities, claims, demands and expenses concerning Seller's operation and management of the Premises prior to the date of closing, including attorney's fees and costs. The parties agree that should a claim or lawsuit be directed to Buyer to which this indemnity applies, that Buyer will furnish same to Seller within ten (10) days by certified mail, Seller shall have ten (10) days in which to elect to resolve or defend the claim on Buyer's behalf. If Seller fails to elect within said ten (10) day period, Buyer shall resolve or defend the claim on terms acceptable to Buyer. This agreement to indemnify and hold Buyer harmless, as aforesaid, shall survive any termination or cancellation of this Agreement and shall survive closing and delivery of the deed to Buyer. 11. The provisions ofthis Contract shall bind and inure to the benefit of the heirs, personal representatives, successors and assigns of the parties, Buyer may not assign its rights hereunder. 12. As used herein, "Effective Date" shall mean the date on which the City Commission of the City of Casselberry, Florida has conditionally approved this Contract. 13. This Contract (and all exhibits and addendums thereto) constitutes the entire understanding and agreement between the parties hereto with respect to the subject matter hereof. No modification or amendment of this Contract shall be valid and binding upon the parties unless in writing and executed by the parties to be bound thereby. The provisions of this Contract shall survive closing and delivery of the deed and other closing documents and shall not be extinguished by merger. 14. In all other respects the original Vacant Land Contract shall remain in full force and effect except as otherwise specifically modified herein. 3