05/05/16 - Laserfiche WebLink

Home

4.3 Buyer shall indemnify, hold harmless and defend the Seller from and against all Claims arising out of, resulting from or relating to any loss of (or damage to) any property or business or any injury to (or death of) any person, where such loss, damage, injury, or death actually or allegedly arises (whether directly or indirectly, wholly or in part) from: (a) any action or omission of Buyer (or its employees, agents, or contractors) while on the Property pursuant to this Section; or (b) the exercise by buyer (or its employees, agents, or contractors) of the permission granted by this Section; or (c) the release of any Hazardous Substance (as defined below) resulting (directly or indirectly, wholly or in part) from any action or omission of Buyer (or its employees, agents, or contractors) while on the Property. 4.4 Buyer (and its employees, agents, and contractors) shall comply with all applicable laws while on the Property. 4.5 Buyer will not commence any environmental testing until its work plan for such testing has been approved in writing by Seller, which approval shall not be unreasonably withheld, conditioned or delayed. Buyer will provide Seller with complete copies of the test data and test reports as soon as they are available to Buyer. 4.6 The cost of any test or additional survey work will be borne solely by Buyer. 4.7 Seller agrees not to market the Property for sale and/or to negotiate with any third parties for the sale of the Property unless Buyer and Seller in writing terminate this Agreement. 5. Title Examination. 5.1 Unless otherwise agreed to by the Parties, the Escrow Agent shall be the Title Company for this transaction. Within 10 business days after the Effective Date Seller shall, at Seller's expense, deliver a title commitment covering the Property. The cost of an owner's policy and the cost of deleting of any exceptions in the Title Commitment, other than those deleted by providing the Title Company with an ALTA survey, shall be at Buyer's sole expense. Buyer shall be responsible for the cost of any endorsements required by Buyer. 5.2 Buyer, at Buyer's expense shall within 30 days of the Effective Date obtain an ALTA Survey from a licensed surveyor in Minnesota. 5.3 Buyer shall have until the later of: (i) the expiration of the Inspection Period; or (ii) ten business days after the receipt of the Survey and the Title Commitment (collectively, "Title/Survey") to review Title/Survey and to deliver in writing to Seller such objections as Buyer may have to anything contained therein. Any such item to which Buyer does not object shall be deemed a "Permitted Encumbrance." If Buyer's notice to Seller contains any objections to matters contained in Title/Survey, Seller shall notify Buyer within five days from receipt of Buyer's notice to notify Buyer in writing which items Seller will correct or remove from Title/Survey prior to the Closing ("Seller's Title Notice"). If Buyer US.106153450.02 DRAFT