Agenda - Council - 03/22/2005 - Laserfiche WebLink

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materialsm¢~n's: iiens~ can b~ asserted against the Property. All water, sewer and refuse bins for sUch services which have been furnished to the Property have been fifily paid .fo~ orWill be fully paid for prior to the date of closing so that no lientherefore lcan bei asserted against the Property. SELLER iS;no[ in d~faUlt~ nor has there occurred any event which, with the paSsage or'time or notice from a third party, or both, would constitute a default under any underlyiffg financing or covenant affecting the Property or any.part thereof. SELLER is neither a ,'foreign person" nor a "foreign corporation" (as those terms are defined .in section 1445 of the Internal Revenue Code of 1986, as amended). There is no Well on thePr°Perty. SELLER has not ap ~ealediany real estate tax or assessment payable on the Property and haS m'tde nO commitments or agreements with any taxing authorities ia respectltheret© relating to any year subsequent to the year of closing. SELLER'S!' INDEI$[NITY. SELLER will indemnify BUYER, its successors find assigns, against, and will hold BUYER, its successors and assigns, h~leSs fr,m, any expenses or damages, including· reasonable attorneys' fees, that-BUYER incurs because of the breach of any of the representations and:warranties contained in this Paragraph 10, whether such breach is did,covered before ~or after closing. Each of the representations and warranties herein Contained shall survive the Closing. Wherever herein a rePresentatiOn ~s made ,'to the best knowledge of SELLER", such representations is limi.'ted t° the actual knowledge of SELLER. Except as herein expressly stated, B~ER is purchasing the Property based upon its' own investigation and inquiry and is not relying on any representation of SELLER o~ iother 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 iwarrantie,S~herein contained. ConsUmmation of this Agreement by BUYER with knoWle~dge of any such breach by SELLER will not constitute a iWaiver o~ release by BUYER of any claims due to such breach. SELLER sl~all have the right to assume defense of any claim asserted by a third party against BUYER for which SELLER is indemnifying BUYER under this ~aragraph ::I0~ ~ith counsel reasonably acceptable to BUYER so long as SE~LERis diligently defending such claim; provided that BUYER may participate in such pr0e~eeding at BUYER'S expense unless there is an actual or poltential material Lonflict of interest (which is not waived by the parties) of ithe coUnsel for SELLER representing both SELLER and BUYER in ~hich 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),