Laserfiche WebLink
4 <br />LA515\146\976162.v3 <br />or wells located on the Sale Parcel. <br /> <br />Seller hereby agrees that each of the foregoing representations and warranties shall survive closing <br />hereunder and that the breach of any thereof shall constitute a default, whether said breach occurs <br />prior to or after closing, entitling Buyer to exercise any remedy provided to Buyer in this <br />Agreement in the event of a default by Seller or any other remedy at law. In addition, if any of the <br />foregoing warranties or representations shall be breached or shall be untrue, Seller shall indemnify <br />and hold Buyer from any damages or liabilities relating thereto notwithstanding any other language <br />contained in this Agreement. <br /> <br />6. REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents and warrants <br />to Seller that: <br /> <br />A. Buyer has the requisite power and authority to enter into and perform its obligations <br />under this Agreement. <br /> <br />B. Buyer has the financial capacity to meet its obligations specified in this Agreement. <br /> <br />C. Buyer will timely perform its obligations specified in this Agreement. <br /> <br />7. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. Seller shall pay all real estate <br />taxes owed on the Sale Parcel, deferred real estate taxes on the Sale Parcel, and all special <br />assessments levied or pending on the Sale Parcel, including interest and penalties thereon, if any, <br />owed for the years prior to the year in which the closing occurs. Seller and Buyer shall prorate as <br />of the date of closing the real estate taxes for the Sale Parcel that are due and payable in the year <br />of closing. Because the Sale Parcel is part of a larger tax parcel, the taxes attributable to the Sale <br />Parcel shall be apportioned based on the ratio of square feet of the Sale Parcel to the total square <br />feet of the Property; the parties shall prorate the taxes attributable to the Sale Parcel; and the Seller <br />shall pay the taxes attributable to the remainder of the parcel. <br /> <br />8. SURVEY AND TITLE MATTERS. As soon as reasonably practicable after the execution <br />of this Agreement by the parties, Buyer shall procure a commitment for an owner’s policy of title <br />insurance for the Sale Parcel (the “Title Commitment”), issued by a title company that is acceptable <br />to Buyer (the “Title Company”), which Title Commitment shall name Buyer as the proposed <br />insured. Buyer shall order a survey of the Sale Parcel at Seller’s expense. Buyer shall have 10 <br />days following the receipt of the Title Commitment and survey to make its title objections, if any, <br />in writing to Seller. Following its receipt of Buyer’s written objections to title, Seller shall have <br />30 days (the “Cure Period”) to make commercially reasonable efforts to cooperate with Buyer to <br />correct all such objections, during which period the closing will be postponed, if necessary. If any <br />objections are not cured within the Cure Period and Seller has informed Buyer that she will <br />undertake no further efforts to cure the objections to title, Buyer will have the option to do any of <br />the following: (i) terminate this Agreement without any liability and receive a full refund of all <br />Earnest Money and any accrued interest thereon with neither Buyer nor Seller being liable for any <br />damages hereunder; (ii) extend the Cure Period so long as Seller is making a good faith effort, <br />with demonstrated progress, at Buyer’s sole and absolute discretion, for a period mutually agreed <br />upon by the parties; or (iii) waive the objections and proceed to close in which case Buyer shall be