01-11-2016 Council Packet - Laserfiche WebLink

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184949v1 2 (b) Proceed with the terms of this Agreement by waiving the contingency relating to the environmental condition. 4. PHYSICAL INSPECTION. The City and the Barkleys shall each have the right from time to time prior to the Closing, to enter upon the respective property being exchanged, to examine the same and the condition thereof and to conduct such surveys and to make such engineering and other inspections, tests and studies as they determine to be reasonably necessary for their use of the property. All physical inspections shall be at the sole cost and expense of the party making the same. The City and Barkleys will conduct all examinations and surveys of the respective properties in a manner that will not harm or damage the respective properties so that it cannot be restored to its prior condition or cause any claim adverse to either party, and will restore the respective properties to the condition they were in prior to any such examination, immediately after conducting said examination. The Barkleys and the City shall indemnify, defend, and hold harmless each other from any and all claims for injury or death to persons, damage to property or other losses or damages or claims, including, in each instance, reasonable attorneys’ fees and litigation costs, arising out of the action of any person or firm entering upon the respective properties, which indemnity will survey the Closing and the termination of this Agreement without the Closing having occurred. 5. TITLE EXAMINATION. Title Examination will be conducted as follows: (a) Title Evidence. The City and the Barkleys will, as soon as possible after the date of this Agreement, furnish the following (collectively, “Title Evidence”) to the other party for the property being transferred by them under this Agreement: (i) Title Commitment. A Commitment for Title Insurance for the respective properties including proper searches covering bankruptcies and state and federal judgments, federal court judgment liens in favor of the U.S., liens, and levied and pending special assessments. (ii) Title Objections. The City and the Barkleys shall have 10 business days after receipt of the Title Commitment from the other party to provide the other party with a copy of the Commitment and written objections. The City and the Barkleys shall be deemed to have waived any title objections not made within the 10-day period above, except that this shall not operate as a waiver of either party’s covenant to deliver a Warranty Deed under this Agreement. (iii) Title Corrections and Title Remedies. The City and the Barkleys shall have 60 days from receipt of written title objections by the other party to make title marketable for their respective property. Upon receipt of title objections, each party shall, within ten (10) business days, to notify the other of their intention to make title marketable within the 60-day period. Liens or encumbrances for liquidated amounts that can be released by payment or escrow from proceeds of closing shall not delay the closing. Cure of the defects by either party shall be reasonable, diligent and prompt. Pending correction of title, all payments required herein and the Closing shall be postponed.