Agenda - Council - 11/13/2001 - Laserfiche WebLink

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I I I I I I I I I® I I I I I I I i I 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 B[FfER has not been fully indemnified. (b) SELLER'S INDEM1NITY. SELLER will indemnify BUYER, its successors and assigns, against, and will hotd BUYER, its 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 representations 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 Ramsey Parcel based upon its own investigation' and inquiry and is not relYing on any representation of SELLER or other person and is agreeing to accept and purchase the Ramsey Parcel "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 rele~e by BUYER of any claims due to such breach. Representations and Warranties of BUYER. BUYER represents and warrants that it has full fight and authority to execute this Agreement and to execute and deliver all documents and instruments required of SELLER under the provisions of this Agreement. Buyer further represents that it will cause the Ramsey Property to be connected to municipal sewer and water on or before June 30, 2002. TITLE. Within 5 days after execution of this Ageement by ail parties, SELLER shall furnish to BUYER a commitment for owner's policy of title insurance (ALTA Form B-1970) for the Ramsey Parcel issued by a recognized title insurance company (the "Title Insurance Commitment") with standard exceptions deleted and accompanied by an Abstract coveting the Ramsey Parcel, updated to show the current status of tire including searches for taxes,' bankruptcies, judgments, tax liens, assessments, probate matters and other matters appropriate tbr abstract searches. The aforementioned evidence of t/fie 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 lien of all delinquent taxes due in prior years, if any and a f'n'st mortgage encumbering the Ramsey Parcel in favor of Liberty State Bank. SELLER shall pay the cost of obtaining the title insurance commitment. If such title evidence discloses exceptions which are not permitted as stated in this Section 5, BLrYER shall so inform SELLER on or before ten (10) business' days after receipt of the Tire Insurance Commitment which notice shall be given in writing or deemed waived. SELLER shail be allowed 60 days after receipt of said not[ce to attempt to correct the title of the Rarnsey Parcel. Pending correction of title, all payments and otb_er obligations hereunder shall be postponed but, upon correction of title within such period of time, the parties shall perlbrm this Agreement according to [ts terms. If said title is not corrected within the 60 day period, BLrYER -201 -