09-12-2007 Council Agenda - Laserfiche WebLink

Home Browse Search

contractors and engineers shall have the right to enter the Property following the Closing for the purposes of fulfilling Seller's obligations under this Subsection (f). ,Seller shall repair and restore any damage to the Property caused by or occurring as a result of its removal of the tanks and shall, defend, indemnify and hold Buyer and the Property harmless from any loss or damage incurred by or any claims against Buyer or the Property made in connection therewith. Seller's o. rganons under t is ection s a survive the Closing. If any such contingency has not been satisfied on or before the applicable date noted above, then this Agreement may be terminated, at Buyer's option, by written notice from Buyer to Seller. Such notice of termination may be given at any time on or before the applicable contingency expiration date noted above. Upon such termination, neither party will have any further rights or obligations regarding this Agreement or the Property, and the parties shall execute a written cancellation of this Agreement. All of the contingencies set forth in this Section 3 are specifically stated and agreed to be for the sole and exclusive benefit of the Buyer, and the Buyer shall have the right to unilaterally waive any contingency by written notice to Seller. 4. Seller's Contingencies. The obligations of Seller under this Agreement are contingent upon each of the following: (a) Approvals. On or before the Closing Date, Seller shall have obtained all necessary consents, approvals and releases with respect to the transaction contemplated by this Agreement, including, but not limited to, those required by Seller's lender. (b) Performance of Buyer's Obligations. As of the Closing Date, Buyer shall have performed all of the obligations required to be performed by Buyer under this Agreement, as and when required by this Agreement. If any of the above contingencies has not been satisfied on or before the applicable date specified above, then this Agreement may be terminated, at Seller's option, by written notice from Seller to Buyer. Such notice of termination may be given at any time or on before the applicable contingency expiration date noted above. Upon such termination, neither party will have any further rights or obligations regarding this Agreement or the Property, subject to Buyer's obligations under Section 3(c)(i) above, and the parties shall execute a written cancellation of this Agreement. All of the contingencies set forth in this Section 4 are specifically stated and agreed to be for the sole and exclusive benefit of Seller, and Seller shall have the right to unilaterally waive any contingency by written notice to Buyer. 5. Closing. The closing of the purchase and sale contemplated by this Agreement (the "Closing ") shall occur on May 1, 2007, or on such other date as is mutually agreed to by the parties (the "Closing Date "). The Closing shall take place at the office of the Title Company, or at such other place as may be agreed to. Seller agrees to deliver possession of the Property to Buyer no later than 48 hours after the Closing Date (the "Post- Closing Possession Period ") in order to allow Seller to remove its personal property and equipment therefrom. Seller shall defend, indemnify and hold Buyer and the Property harmless from any loss or damage incurred by or any claims against Buyer or the Property made in connection with Seller's occupancy of' the Property during the Post - Closing Possession Period. Seller's indemnification obligations under this Section 5 shall survive the Closing. 5