Resolution 6563 Attachment - Laserfiche WebLink

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(a) The representations of Seller contained in this Agreement must be true now and as of the date of Closing, as if made on the date of Closing and Seller shall have delivered to Purchaser on the date of Closing a certificate, signed by Seller, certifying that such representations are true as of the date of Closing (the "Bring - down Certificate"), except to the extent that the representations are no longer true and acceptable to Purchaser. (b) Title shall be held by Seller on the date of Closing and shall be free and clear of all encumbrances except the Permitted Encumbrances. (c) Purchaser shall be satisfied, in its reasonable discretion, with the results of any Investigation conducted by Purchaser or Seller on the Property. (d) Purchaser is satisfied, in its reasonable discretion, with the results of the Survey; (e) Seller shall perform all of the obligations required to be performed under this Agreement, as and when required by this Agreement, except as waived by Purchaser. (f) No suit, zoning change, governmental investigation or other proceeding challenging the transactions contemplated hereby, shall have been threatened or instituted. (g) Purchaser having granted the lot split approval described in Section 11(e) above. If the contingencies set forth herein have not been satisfied or waived by Purchaser by the date of Closing, as otherwise extended, Agreement shall be null and void and neither party shall have any further obligations hereunder, except for Purchaser's indemnity obligations pursuant to Section 7. The contingencies set forth in this section are for the sole and exclusive benefit of Purchaser, and Purchaser shall have the right to waive the contingencies by giving notice to Seller, provided Purchaser abides by the time requirements set forth above. 13. SELLER'S OBLIGATIONS AT CLOSING. On or prior to the date of Closing, Seller shall: (a) Execute, acknowledge and deliver to Purchaser the Deed to the Property conveying to Purchaser marketable fee simple title to the Property subject only to the Permitted Encumbrances. (b) Execute and deliver to Purchaser such other documents as may be required by this Agreement or as may be reasonably required by Title Company, including well disclosures and sewage treatment system disclosures. (c) Execute and deliver to Purchaser a standard form affidavit by the Seller indicating that on the date of Closing there are no outstanding, unsatisfied judgments, tax liens or bankruptcies against or involving Seller or the Property; that there has 6 181815v6