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<br />(D) At the Closing, SELLER shall deliver to BUYER an opinion of counsel
<br />to the effect that the covenants, representations and warranties contained above are
<br />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 />17. 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 />18. 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 to
<br />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 otherwise 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 is
<br />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.
<br />
<br />19. The Seller agrees to indemnify and hold the Purchaser harmless of any and
<br />all liabilities, claims, demands and expenses concerning Seller's operation and
<br />management of the Premises prior to the date of closing, including attorney's fees and
<br />costs. The parties agree that should a claim or lawsuit be directed to Buyer to which this
<br />indemnity applies, that Purchaser will furnish same to Seller within ten (10) days by certified
<br />mail. Seller shall have ten (10) days in which to elect to resolve or defend the claim on
<br />Purchaser's behalf. If Seller fails to elect within said ten (10) day period, Purchaser shall
<br />resolve or defend the claim on terms acceptable to Purchaser. This agreement to
<br />indemnify and hold Seller harmless, as aforesaid, shall survive any termination or
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