Agenda - Council - 06/25/2013 - Laserfiche WebLink

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14. BUYER'S INSPECTION. At all times prior to the actual date of Closing, BUYER, any of its employees, agents or contractors have the right, upon reasonable notice to SELLER, to go upon the Property to inspect the Property and to determine the condition of the Property, including specifically the presence or absence of hazardous substances, petroleum products in, on, or about the Property. BUYER agrees to indemnify and defend SELLER from and to hold SELLER harmless against any and all claims, causes of action or expenses, including attorney's fees, relating to or arising from such person's presence on the Property prior to the actual date of Closing unless the result of SELLER's negligence or willful misconduct. BUYER agrees to repair any damage to the Property caused by such inspections and to return the Property to substantially the same condition as existed prior to such inspection. BUYER acknowledges that BUYER is purchasing the Property in reliance only on the representations of SELLER set forth in Section 12, BUYER's inspection of the Property and BUYER's judgment regarding the sufficiency of such inspections and the condition of the Property as disclosed thereby. BUYER is not relying on any written or oral representations, warranties or statements that SELLER has made except for the representations set forth in Section 12 of this Agreement. Subject to BUYER's right to terminate this Agreement pursuant to Sections 16, and 17, BUYER is purchasing the Property in "AS IS" condition relying only on the representations set forth in Section 12. See Section19. for further "AS IS" conditions. 15. BUYER'S CONTINGENCIES. BUYER's obligations under this Agreement are contingent on: a. the representations set forth in Section 12 being true as of the Date of Closing; b. The Title Company's agreement to issue to BUYER, on the actual date of Closing, a 2006 ALTA Form Owner's Policy of Title Insurance subject only to a standard exception for matters that would be disclosed by an accurate survey of the Property and exceptions for Permitted Encumbrances. c. BUYER's determination in BUYER's sole discretion, and on or before Closing, that the condition of the Property is acceptable to BUYER. If one or more of these contingencies is not satisfied as of the Date of Closing, as the same may be extended pursuant to Section 7 above, BUYER may terminate this Agreement pursuant to Section 17. If, as of August 30, 2013 the transaction has not closed and BUYER has not given SELLER a notice of default pursuant to Section 16 of this Agreement, BUYER will be deemed to have exercised these contingencies and terminated this Agreement. 16. DEFAULT. If either Party defaults in the performance of any of the Party's obligations under this Agreement, the non -defaulting Party may, after written notice to the defaulting Party, suspend performance of its obligations under this Agreement, and the rights of the non -defaulting Party are as follows: a. BUYER's Default. If BUYER defaults in the performance of any of BUYER's obligations under this Agreement and BUYER fails to cure the defaults within five (5) business days following written notice from the SELLER, SELLER has the right to: 9885655v2 6