CC PACKET 06122012 - Laserfiche WebLink

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17 such matters within ten (10) calendar days of receipt of any such updates. Should Buyer fail to timely object to such updates, Buyer shall be deemed to waive any objections thereto. Seller will have until December 31, 2012 to cure the Objections, during which period the Closing will be postponed, if necessary; provided, however Seller shall not be obligated to cure any Objections. If the Objections are not cured by December 31, 2012, Buyer will have the option to do any of the following: 9.2.1. Terminate this Agreement and, notwithstanding Section 2 of this Purchase Agreement, receive a refund of the Earnest Money paid and the interest accrued and unpaid on the Earnest Money. 9.2.2. If the Objections arise from a mortgage, mechanic's lien, tax lien, or any other type of lien or encumbrance which may be satisfied by payment of a defined or quantifiable sum of money, then Buyer may withhold from the Purchase Price an amount which, in the reasonable judgment of Title, is sufficient to assure cure of the Objections. Any amount so withheld will be placed in escrow with Title, pending such cure. If Seller does not cure such Objections within sixty (60) days after such escrow is established, Buyer may then cure such Objections and charge the costs against the escrowed amount. The parties agree to execute and deliver such documents as may be reasonably required by Title, and Seller agrees to pay the charges of Title to create and administer the escrow. 9.2.3. Waive the unsatisfied Objections and proceed to Closing. If Buyer fails to notify Seller in writing before 1:00 P.M. on December 31, 2012 that Buyer has elected to terminate to Section 9.2.1 above, then Buyer shall be deemed to have waived any unsatisfied Objection, and the parties shall proceed to Closing. 10. Operation Prior to Closing. 10.1. During the period from the date of Seller's acceptance of this Agreement to the Closing Date or earlier termination of this Agreement (the "Executory Period"), Seller shall operate and maintain the Property in the ordinary course of business in accordance with prudent, reasonable business standards, including the maintenance of adequate liability insurance and insurance against loss by fire, windstorm and other hazards, casualties and contingencies, including vandalism and malicious mischief. Seller shall execute no contracts, leases or other agreements regarding the Property during the Executory Period that are not terminable on or before the Closing Date, without the prior written consent of Buyer, which consent will not be unreasonably withheld. 11. Representations and Warranties by Buyer. Buyer represents and warrants to Seller as follows: -9-