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12 <br /> 7. Permitted Access and Inspection. At any time prior to Closing, Buyer and its <br /> authorized representatives shall be permitted access to the Property at reasonable times for the <br /> purposes of architectural inspection and design studies, and such soil borings and environmental <br /> assessments as are deemed necessary by Buyer. Buyer agrees to indemnify and defend Seller <br /> from, and to hold Seller harmless against any and all claims; causes of action or expenses, <br /> including attorney's fees, relating to or arising from Buyer's presence on the Property prior to the <br /> Closing Date. Buyer agrees to repair any damage to the Property caused by such inspections and <br /> to return the Property to substantially the same condition as existed prior to Buyer's inspection. <br /> Seller shall deliver to Buyer copies of all reports relating to the Property which are in its <br /> possession. Buyer acknowledges that it is purchasing the Property based upon its own <br /> investigation and inquiry and is not relying on any representation of Seller or other person and is <br /> agreeing to accept and purchase the Property in"as is, where is" condition . <br /> 8. State Deed Tax. Seller shall pay the cost of any state deed tax stamps required <br /> for recording the Deed. <br /> 9. Agreements Pending Closing. Prior to the earlier of the Closing Date or the <br /> termination of this Agreement, Seller shall not enter into, modify or extend any leases or <br /> contracts with respect to, or grant any option to purchase or lease, all or any portion of the <br /> Property without the prior written consent of Buyer, which consent shall not be unreasonably <br /> withheld. <br /> 10. Mechanics' Liens. Seller agrees to fully satisfy and discharge prior to the <br /> Closing Date any and all existing or potential mechanics' liens affecting the Property. <br /> 11. Default. In the event of any default on the part of either party under this <br /> Agreement which continues for ten(10) days after written notice from the other party(except <br /> that no notice shall be required for default under any obligation to be performed at closing), the <br /> other parry may in lieu of any other remedy provided hereunder, proceed to closing and waive <br /> any rights or remedies for such default, or (a) if Buyer is the defaulting party, Seller may <br /> terminate this Agreement and retain the Earnest Money, and(b) if Seller is the defaulting party, <br /> Buyer may terminate this Agreement whereupon Seller shall return the Earnest Money to Buyer. <br /> 12. Specific Performance. If this Agreement is not canceled pursuant to the terms <br /> hereof,Buyer and Seller shall have the right to apply for and receive from any court of competent <br /> jurisdiction equitable relief by way of specific performance to enforce performance of the terms <br /> hereof, plus reimbursement for costs, including reasonable attorney's fees, incurred in enforcing <br /> this Agreement; provided, however, that an action to enforce such specific performance shall be <br /> commenced within six (6) months after such right of action shall arise. Such right shall not <br /> constitute an election of remedies and shall be in addition to any other right, action or remedy <br /> Buyer or Seller has or may have at law. <br /> 13. Notices. Any notice provided for herein shall be in writing and shall be deemed <br /> to have been sufficient if and when delivered personally or when deposited in the Untied States <br /> Mail, certified return receipt requested, postage prepaid, and addressed as follows: <br /> 3 <br />