2012.05.14 EDA Packet - Laserfiche WebLink

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7. Title Examination. Title Examination will be conducted as follows: 7.1 Seller's Title Evidence. Seller shall, within 10 days after the Effective Date, furnish the following ("Title Evidence") to Buyer: (a) a commitment ("Title Commitment") for an ALTA 2006 Owner's Policy of Title Insurance ("Title Policy") insuring title to the Real Property, in the amount of the Purchase Price, issued by the Title Company; (b) a current survey prepared by a registered land surveyor and complying with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys (2005) 7.2 Buyer's Objections. Within 10 days after receiving the Title Evidence, Buyer will make written objections ("Objections") to the form and/or contents of the Title Evidence. Any matter shown on such Title Evidence and not objected to by Buyer within the foregoing 10-day period, shall be a "Permitted Encumbrance" hereunder. Seller will have 30 days after receipt of the Objections to cure the Objections, during which period the Closing will be postponed, if necessary. Seller shall use its best efforts to correct any Objections. To the extent an Objection can be satisfied by the payment of money only, Seller shall have the right to apply a portion of the cash payable to Seller at the Closing to the satisfaction of such Objection, and the amount so applied shall reduce the amount of cash payable to Seller at the Closing. If the Objections are not cured within such 30-day period, Buyer will have the option to do any of the following: 7.2.1 Terminate this Agreement; or 7.2.2 Waive the Objections and proceed to close. 8. Operation Prior to Closing. During the period from the date of Seller's acceptance of this Agreement to the Closing Date (the "Executory Period"), Seller and Buyer shall operate and maintain the Property in the ordinary course of business in accordance with prudent, reasonable business standards. 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 shall not be unreasonably withheld. Seller agrees to forward all reasonable inquiries related to sale of the property to buyer. 9. Representations and Warranties by Seller. Seller represents and warrants to Buyer as follows: 9.1 Existence; Authority. Seller has the requisite power and authority to enter into and perform this Agreement and Seller's Closing Documents; such documents are valid and binding obligations of Seller, and are enforceable in accordance with their terms. 9.2 Seller's Defaults. Seller is not in default concerning any of its obligations or liabilities regarding the Property. 9.3 FIRPTA. Seller is not a "foreign person", "foreign partnership", "foreign trust" or "foreign estate", as those terms are defined in Section 1445 of the Internal Revenue Code. -4-