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<br />10 <br /> <br /> 22. Covenants Pending Closing. From and after the effective date of Closing, Sellers <br />shall: <br />(a) Comply with all requirements of all laws, orders, rulings, ordinances, rules and <br />regulations under governmental authority and jurisdiction over Seller and the <br />Property and/or the use thereof; <br /> <br />(b) Maintain at Sellers expense insurance policy providing in at least the amounts and <br />against the risks covered by the insurance policy maintained by Sellers as of the <br />effective date. From and after the effective date after Closing, Sellers shall not <br />convey or encumber any portion of the Property or any right therein or enter into <br />any conveyance, security agreement, option, right of first refusal, easement, lease <br />or other contract conveying to any person or entity any rights with respect to the <br />Property or any interest therein. <br /> <br />23. Representation. The parties acknowledge and agree that they each have been given <br />the opportunity to independently review this Agreement with legal counsel and/or has the <br />experience and sophistication to understand, interpret and agree to particular language of the <br />provisions hereof. The parties have equal part in power, and attend the plain meeting of the <br />provisions herein. In the event of an ambiguity in or a dispute regarding the interpretation of this <br />Agreement, the interpretation of this Agreement shall not be resolved by any rule of interpretation <br />providing for interpretation against the party who caused the uncertainty or against the draftsman. <br /> <br />24. Council Approval. It is hereby understood by Buyer that the City of Little Canada <br />City Council approval must be obtained before this Agreement can be executed on behalf of the <br />Seller. If Board approval is not obtained Seller shall have the right to terminate this Agreement. In <br />that event all Earnest Money paid hereunder shall be returned to Buyer. Seller shall promptly <br />provide written evidence of such approval to Buyer. <br /> <br />25. Time is of the Essence. Time is of the Essence of all events, the satisfaction of all <br />conditions and the performance of all obligations hereunder. <br /> <br />26. Survival. All representations and warranties contained in this Agreement are given <br />in connection herewith together all covenants surviving closing shall survive closing and delivery <br />of the deed and other documents delivered at Closing and shall not be merged with delivery <br />thereof. <br /> <br />27. Calculation of Time. The term “Business Day” means any day that is not a <br />Saturday, Sunday or legal holiday. If the day of for any action under this Agreement falls on a day <br />other than a Business Day, the day for the action shall automatically be extended to the next <br />Business Day. <br /> <br />28. Unenforceability. If any provision of this Agreement shall be declared invalid or <br />unenforceable by law applicable thereto or unenforceable as to certain parties, then the <br />performance of such provision shall be excused by the parties hereto and the remaining provisions <br />of this Agreement shall remain in full force and effect. This language shall not waive the Buyer’s