2003-135 Council Resolution - Laserfiche WebLink

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d) On or before three hundred sixty-five (365) days after mutual execution of Purchases Agreement, Buyer shall have received any and all approvals as referenced in Section 2 herein. e) Approval, within five (5) days prior to the Closing Date, by Buyer and City of the forms of the Closing documents to be drafted by City as described in Section 9(b) herein, which approval shall not be unreasonably conditioned, delayed or withheld. t) As of the Closing Date, each of City's representations and warranties shall be true, and each covenant and obligation of City hereunder shall have been performed. In the event that any of the conditions specified in Sections 7(a) -(e) herein has not been satisfied by the applicable dates specified above, Buyer may elect to cancel this Agreement at any time by giving written notice of such cancellation to City within fourteen (14) days after the date of the occurrence. In such event this Agreement shall be thereby terminated. In the event of cancellation or termination under this Section 7, this Agreement thereupon shall become null and void and of no further force or effect. All Earnest Money, which has not become nonrefundable, shall be forthwith refunded by City (except as provided in the next sentence). If any failure to close the purchase and sale contemplated by this Agreement is due solely to the default hereunder of Buyer, then City shall retain all Earnest Money deposited by Buyer hereunder as liquidated damages. In such event neither Buyer nor City shall have any further obligation or liability hereunder. During the term of this Agreement, after notification to City of the purpose, Buyer and its agents shall be permitted to enter upon the Property to inspect the Property from time to time and to conduct such tests as Buyer deems appropriate, at the sole cost and expense of Buyer, including, without limitation, the studies and tests described in Section 7(b) herein. Buyer shall be permitted to inspect the Property, and real estate tax and special assessment information in the possession or control of City. Buyer shall indemnify and hold City harmless from any and all claims, costs, damages, fees (including, but not limited to, attorneys', engineers' and other consultants costs and fees) and losses resulting from or relating to Buyer's inspections under this Section 7. This indemnification shall survive the Closing or the cancellation of this Agreement for any reason. City agrees to consent to and join in any Buyer's petitions, applications, proceedings for replatting, obtaining variances of applicable codes and ordinances, obtaining conditional use permits and any other licenses, permits and approvals necessary or desirable by Buyer; provided, however, that City shall not be obligated to incur any expense in connection with the foregoing. 8. COVENANTS, REPRESENTATIONS AND WARRANTIES OF CITY AND BUYER. City hereby covenants, represents and warrants to Buyer as follows: