Agenda - Council - 10/12/2010 - Laserfiche WebLink

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This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. g. Nothing herein shall be construed in such a manner so as to constitute one party to be an agent or representative of the other and neither shall hold itself out as such. h. Neither party shall make any. warranty or representation, or incur any obligation, liability or indebtedness on behalf of the other. No amendment, modification or waiver of any condition, provision or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound or its duly authorized representative and specifying with particularity the extent and nature of such amendment, modification or waiver. Any waiver by any party of any default of another party shall not affect or impair any right arising from any subsequent default. j. This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. Neither party hereto has relied upon any agreements, promises, representations, undertakings or warranties not set forth in this Agreement. (whether oral, implied, or otherwise). There have not been, and are, no agreements, covenants, representations, restrictions, understandings or warranties between the parties with regard thereto, other than those set forth or provided for herein. 21. SECTION 1031 TAX FREE EXCHANGE. BUYER acknowledges that SELLER may desire to structure the transaction evidenced hereby as part of an exchange (or a deferred exchange) of properties of like -kind under Section 1031 of the Internal Revenue Code. BUYER hereby agrees to cooperate with SELLER in structuring such a like -kind exchange provided that: (i) such cooperation shall be without cost or expense to BUYER; (ii) SELLER shall structure the transaction as an exchange agreement involving a "Qualified Intermediary" as defined in the regulations issued under Section 1031 of the Internal Revenue Code; (iii) BUYER shall receive notice of the proposed structure of the transaction and identity of the Qualified Intermediary and a copy of any exchange agreement or other agreement pertinent to the transaction at least five (5) days prior to the Closing Date; (iv) the structure of the transaction (A) shall not require BUYER to hold title (as a conduit or otherwise) to any property other than the Property, and (B) shall be designated so that the Purchase Price hereunder is paid to SELLER or designee on the Closing Date; and (v) nothing herein shall obligate BUYER to take any action which BUYER reasonably believes adversely affects BUYER'S tax position or does not have a reasonable basis in the law; and (vi) SELLER indemnifies BUYER for all costs, expenses liabilities, etc. (including attorney's fees and expenses) relating to or arising from the exchange; 10