3-7-16 Reg. Meeting - Laserfiche WebLink

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BK:00028 PG -0136 Seller of its obligations hereunder, and the sale, transfer, and conveyance contemplated hereby do not require any further action by Seller or the consent of any third party. n. This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding obligation of Seller enforceable in accordance with its terms. 5. Purchaser's Warranties and Representations. Purchaser warrants and represents to Seller that as of the Effective Date and as of the date of Closing: a. Purchaser has the right, legal capacity, power, and authority to enter into this Agreement and to purchase the Property from Seller pursuant to the terms and provisions hereof. The execution of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder, and the purchase contemplated hereby do not require any further action by Purchaser or the consent of any third party. b. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser enforceable in accordance with its terms. 6. Title and Title Exceptions. Within five (5) business days of the date of this Agreement, Seller will deliver to Purchaser copies of all title information in possession of or available to Seller, including but not limited to: title insurance policies, attorney's opinions of title, recorded and unrecorded surveys, real estate tax records, covenants, deeds, easements, leases, and notes and deeds of trust relating to the Property. Seller further authorizes (1) any attorney presently or previously representing Seller to release and disclose any title insurance policy in such attorney's file to Purchaser and both Purchaser's and Seller's agents and attorneys; and (2) the Property's title insurer or its agent to release and disclose all materials in the Property's title insurer's (or title insurer's agent's) file to Purchaser and both Purchaser's and Seller's agents and attorneys. No later than fifteen (15) days prior to closing, Purchaser shall examine title to the Property and furnish Seller with a written statement of objections affecting the marketability of said title. Seller shall have until Closing (as hereinafter defined) to satisfy all valid objections, and if Seller fails to satisfy such valid objections by Closing, then Purchaser at Purchaser's sole election, may either (a) declare this Agreement null and void and no party shall have any further rights, duties or liabilities hereunder, and the Earnest Money will be returned to Purchaser; or (b) elect to close the transaction contemplated hereby without regard to the exceptions. Marketable title as used herein shall mean title which a title insurance company licensed to do business in the jurisdiction in which the Property is located will insure at its regular rates, subject only to standard exceptions and the matters referred to herein. 7. Inspection. Purchaser, and Purchaser's agents and representatives, at Purchaser's sole expense, and at reasonable times prior to Closing shall have the right to enter upon the Property for the purpose of inspecting, examining and surveying the Property and conducting environmental tests of the Property. Purchaser assumes all responsibility for Purchaser's acts and the acts of Purchaser's agents and representatives in exercising the rights provided under this paragraph and agrees to indemnify, defend and hold Seller harmless from and against any and all liability, damage, loss, cost and expense (including but not limited to attorney fees and expenses and costs of litigation) resulting therefrom. 8. Closing. The Closing of this transaction shall be held as soon as a title search is complete, or no later than thirty (30) days after the Effective Date. Closing shall occur at the office of Purchaser's counsel. At Closing, subject to the conditions hereafter stated, Seller shall deliver to Purchaser a General Warranty Deed conveying to Purchaser fee simple title to the Property. Seller shall