Agenda - Council - 07/08/2003 - Laserfiche WebLink

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knowledge and without inquiry or investigation, there are no asbestos- containing materials and no formaldehyde in, on or upon the Property. (b) SELLER'S INDEMNITY. SELLER will indemnify BUYER, his successors and assigns, against, and will hold BUYER, his successors and assigns, harmless from, any expenses or damages, including reasonable attorneys' fees, that BUYER incurs because of the breach of any of the above representations and warranties, whether such breach is discovered before or after closing. Each of the representation and warranties herein contained shall survive the Closing. Wherever herein a representation is made "to the best knowledge of SELLER", such representations is limited to the actual knowledge of SELLER. Except as herein expressly stated, BUYER is purchasing the Property based upon his own investigation and inquiry and is not relying on any representation of SELLER or other person and is agreeing to accept and purchase the Property "as is, where is" subject to the conditions of examination herein set forth and the express warranties herein contained. Consummation of this Agreement by BUYER with knowledge of any such breach by SELLER will not constitute a waiver or release by BUYER of any claims due to such breach. SELLER shall have the right to assume defense of any claim asserted by a third party against BUYER for which SELLER is indemnifying BUYER under this paragraph 4b with counsel reasonably acceptable to BUYER so long as SELLER is diligently defending such claim; provided that BUYER may participate in such proceeding at BUYER'S expense unless there is an actual or potential material conflict of interest (which is not waived by the parties) of the counsel for SELLER representing both SELLER and BUYER in which event SELLER shall also pay the legal fees and expenses of BUYER in connection with such claim or proceeding. Neither SELLER nor BUYER shall settle any such claim without the consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement requires no admission of liability on the part of the other and no assumption of any obligation or monetary payment for which BUYER has not been fully indemnified. (c) Representations and Warranties of BUYER. BUYER represents and warrants that it has full right and authority to execute this Agreement and to execute and deliver all documents and instruments required of SELLER under the provisions of this Agreement. 5. TITLE. SELLER shall within a reasonable time after acceptance of this Agreement furnish to BUYER at SELLER'S cost a title insurance commitment (ALTA Form B-1970) for the Property with standard exceptions showing the current status of title, including searches for taxes, bankruptcies, judgments, tax liens, assessments, probate matters and any other matter appropriate for abstract searches The aforementioned evidence of title shall show good and marketable title in SELLER subject only to the lien of real estate taxes not yet due and payable together with the liens of all delinquent taxes due in prior years, if any. 4