Resolution No. 15-04 EDA - Laserfiche WebLink

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LIMITED TO SELLERS REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN SECTION 8.b. OF THIS CONTRACT. SUBJECT TO PURCHASER'S RIGHT TO TERMINATE THIS CONTRACT AS SET FORTH HEREIN, PURCHASER IS PURCHASING THE PROPERTY IN "AS IS" CONDITION. THE "AS IS" NATURE OF THIS TRANSACTION WAS CONSIDERED BY BOTH PARTIES IN ARRIVING AT THE AGREED PURCHASE PRICE. 7. NOTICE AND RIGHT TO CURE. Each Party shall be entitled to written notice of any default and shall have thirty (30) days from receipt of such notice to cure such default prior to the exercise of any remedy provided herein. Seller agrees to cooperate with Purchaser in any and all attempts by Purchaser to cure any default within the default cure period. 8. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER. a. General. Seller represents, warrants and covenants to Purchaser, as of the date hereof and as of the Closing Date, that: (1) there are no parties in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers, and no party has been granted any license, lease, or other right relating to use or possession of the Property; (2) Seller has not received notice of any default (nor is there any default) under any note, mortgage or contract for deed related to the Property, and Seller covenants to not default thereunder nor to grant any liens, leases, easements, options, rights of refusal or contracts with respect to the Property; (3) there is no pending or threatened condemnation proceeding or similar proceeding or assessment affecting any part of the Property by any governmental authority; (4) Seller has not received any notice of any violation of (nor is there any violation of) any ordinance, regulation, law, or statute of any governmental authority or agency pertaining to the Property; (5) the execution and delivery of this Contract, the consummation of the transaction herein contemplated, and the compliance with terms of the Contract will not conflict with or, with or without notice or the passage of time or both, result in a breach of any of the terms or provisions of, or constitute a default under: (i) any indenture, mortgage, loan agreement, contract for deed, or instrument to which Seller is a party or by which Seller or the Property is bound; (ii) any applicable regulation or any judgment or order; or (iii) any decree of any court having jurisdiction over Seller or the Property; (6) there are no attachments, executions, assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any 8 DRAFT 109378462-v5-drh lino lakes Purchase and Sale Agreement.docx