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<br />6 <br /> <br />ii. Waive the objections and proceed to Closing. <br /> <br />(d) Permitted Encumbrances. In addition, to permitting encumbrances set forth in <br />Paragraph C of this Section, the following shall also be Permitted Encumbrances: <br /> <br />i. Real estate tax the year of Closing (to be prorated) and subsequent years; <br /> <br />ii. Utilities easements and rights of way of record that do not materially <br />effect Buyer’s intended use of the Property; and <br /> <br />iii. Use restrictions of record, applicable zoning ordinances and governmental <br />regulations. <br /> <br /> 11. Representations and Warranties Sellers. Sellers represents and warrants to the <br />Buyer as follows: <br /> <br /> (a) Organization, Authority, Execution, Conflict. Sellers represents and warrants to <br />the Buyer, that Seller has the requisite of power and authority to enter into this <br />Agreement and the Seller's Closing Documents signed by it; such documents have <br />been duly authorized by all necessary action on the part of Sellers and have been <br />duly executed and delivered; of any court or arbiter to which Sellers is a party; such <br />documents are valid and binding obligations of Sellers, and are enforceable in <br />accordance with their terms. Sellers shall indemnify Buyer, its successors and <br />assigns, against, and shall hold Buyer, its successors and assigns, harmless from, <br />any expenses or damages, including reasonable attorneys' fees, that Buyer incurs <br />because of the breach of any of the above representations and warranties, whether <br />such breach is discovered before or after Closing. Consummation of this <br />Agreement by Buyer with knowledge of any such breach by Buyer shall not <br />constitute a waiver or release by Sellers of any claims due to such breach. <br /> <br /> (b) Assessments. Sellers have received no notice of actual or threatened special <br />assessments or reassessments of the Property. Sellers shall pay all assessments <br />levied as the Effective date at the Closing Date. Sellers warrant that they are not <br />aware of any assessments that are pending in the future as of the Effective Date. <br /> <br /> (c) Proceedings. To the best knowledge of Sellers, there is no action, litigation, <br />investigation, condemnation or proceeding of any kind pending or threatened <br />against Sellers or any portion of the Property, except those claims previously <br />disclosed. Sellers shall provide Buyer with Certificate of Estoppel from each tenant <br />in a form approved by the Buyer at the Buyer’s sole discretion. <br /> <br /> (d) Water Wells. There are no wells on or serving the Property except those described <br />in the Well Disclosure Statement attached hereto. <br /> <br /> (e) Access. To the best of Sellers’s knowledge, no fact or condition exists which would <br />result in the termination of the current access from the Property to any presently