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12 <br /> <br />12.1012.11 Seller's Defaults. To the best knowledge of Seller, Seller is not in <br />default concerning any of its obligations or liabilities regarding the Property. <br /> <br /> <br />12.1112.12 FIRPTA. Seller is not a "foreign person", foreign partnership", "foreign <br />trust" or "foreign estate" as those terms are defined in Section 1445 of the Internal Revenue <br />Code. <br /> <br />12.1212.13 Use of Real Property. To the best knowledge of Seller, the Real <br />Property is usable for current uses without violating any federal, state, local or other <br />governmental building, zoning, health safety, platting, subdivision or other law, ordinance or <br />regulation, or any applicable private restriction, and such use is a legal conforming use. <br /> <br />12.1312.14 Proceedings. There is no action, litigation, investigation, <br />condemnation or proceeding of any kind pending or to the best knowledge of Seller, <br />threatened against Seller or any portion of the Property. <br /> <br />12.1412.15 Agents and Employees. No management agents or other personnel <br />employed in connection with the operation of the property have the right to continue such <br />employment after the Closing Date. There are no claims for brokerage commission or other <br />payments with respect to the existing Property, which will survive and remain unpaid after the <br />Date of Closing. <br /> <br />12.1512.16 Condition. Seller will indemnify Buyer, its successors and assigns, <br />against, and will hold Buyer, its successors and assigns, harmless from, any expenses or <br />damages including reasonable attorneys' fees, that Buyer incurs because of the breach of <br />any of the above representations and warranties, whether such breach is discovered before <br />or after Closing. Each of the representations and warranties herein contained shall survive <br />the Closing for a period of One (1) year, calculated from the date of closing. Wherever herein <br />a representation is made to the "knowledge of Seller", such representation is limited to the <br />knowledge of the employees of Seller charged with the provision of the management and <br />operation of the Property. Except as herein expressly stated, Buyer is purchasing the <br />Property based upon its own investigation and inquiry and is not relying on any <br />representation of Seller or other person and is agreeing to accept and purchase the Property <br />"as is, where is" subject to the conditions of examination herein set forth and the express <br />warranties herein contained. Consummation of this Agreement by Buyer with knowledge of <br />any breach of such representations and warranties by Seller will not constitute a waiver or <br />release by Buyer of any claims due to such breach. <br /> <br />13. Representations and Warranties by Buyer. Buyer represents and warrants to <br />Seller that Buyer has requisite power and authority to enter into and perform this Agreement <br />and Buyer's Closing Documents; such documents have been duly authorized by all <br />necessary action; such documents are valid and binding obligations of Buyer, and are <br />enforceable in accordance with their terms. <br /> <br />14. Damage. If, prior to the Closing Date, any part of the Property located at 167 South <br />Owasso is