12-20-2017 Council Packet - Laserfiche WebLink

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6 12(b)3 Person or entity with which Seller is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; 12(b)4 Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or 12(b)5 Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. The Buyer or, to the knowledge of Buyer, any of its agents acting in any capacity in connection with the transaction does not (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described above, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. 13. Condemnation. If, prior to the Closing Date, eminent domain proceedings are commenced against all or any part of the Property, Seller shall immediately give notice to Buyer of such fact and at Buyer's option (to be exercised within thirty days after Seller's notice), this Agreement shall terminate, in which event neither party will have further obligations under this Agreement and the Earnest Money, together with any accrued interest, shall be refunded to Buyer. If Buyer shall fail to give such notice then there shall be no reduction in the Purchase Price, and Seller shall assign to Buyer at the Closing Date all of Seller's right, title and interest in and to any award made or to be made in the condemnation proceedings. Prior to the Closing Date, Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without Buyer's prior written consent. 14. Indemnification. Seller agrees to indemnify Buyer against all liabilities (including reasonable attorneys' fees in defending against claims) arising out of the ownership, operation or maintenance of the Property during the Seller’s period of ownership. Such rights to indemnification will not arise to the extent that (a) the Buyer actually receives insurance proceeds or other cash payments directly attributable to the liability in question (net of the cost of collection, including reasonable attorneys' fees) or (b) the claim for indemnification arises out of the act or neglect of the Buyer. If and to the extent that Buyer has insurance coverage, or the right to make a claim against any third party for any amount to be indemnified against as set forth above, the Buyer will, upon full performance by the Seller of its indemnification obligations, assign such rights to the Seller or, if such rights are not assignable, the Buyer will diligently pursue such rights by appropriate legal action or proceeding and assign the recovery and/or right of recovery to the Seller to the extent of the indemnification payment made by such party less the costs of recovery incurred by the Seller, including reasonable attorney’s fees. 15. Assignment. Buyer shall have the unconditional right to assign its rights under this Agreement. Any such assignment will not relieve such assigning party of its obligations under this Agreement until such time as Closing occurs. Upon closing of the sale and purchase of the Property subject to the terms of this Agreement, the Seller should look only to the assignee for performance of the terms of this Agreement. 16. Survival. All of the terms of this Agreement will survive and be enforceable after the Closing. 17. Notices. Any notice required or permitted to be given by any party upon the other is given in accordance with this Agreement if it is directed to Seller by delivering it personally to Seller, or if it is directed to Buyer, by delivering it personally to an officer of Buyer, or if mailed in a sealed wrapper by United States registered or certified mail, return receipt requested, postage prepaid, or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed as follows: If to Seller: Seller Copies: