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C. Other Charges. Taxes and assessments, both <br />general and special, shall be prorated by the Escrow Agent <br />as of the date of title transfer based on the last <br />available tax duplicate. Seller shall pay from escrow all <br />utility charges to the date of transfer of title, or the <br />date Seller vacates the Property, whichever date is later. <br /> <br /> 10. This Purchase Agreement is contingent upon the <br /> <br />following terms and conditions: <br /> <br />Approval by City Council by the adoption of an <br /> ordinance or resolution authorizing the Mayor <br /> to sign this Agreement on behalf of the City <br /> of Lakewood. If such approval is not granted <br /> by the adoption of such legislation, or such <br /> legislation is set aside by referendum or <br /> court action, this agreement shall be void ab <br /> initio and both parties be returned to their <br /> original position. Buyer shall have 90 days <br /> to obtain such approval; <br /> <br />Buyer shall have the opportunity to have an <br />EPA compliance inspection conducted on the <br />premises and terminate this agreement if it is <br />not satisfied with the result; and <br /> <br />Seller is to provide a complete rent and lease <br /> roll to Buyer. Seller represents that no <br /> tenant in the building has any tenancy rights <br /> except as set forth in Exhibit "B", and that <br /> the rent and lease roll provided is complete <br /> and accurate. <br /> <br />11. ENTIRE AGREEMENT. This Agreement <br /> <br />constitutes the entire agreement between the parties. The <br /> <br />representations, warranties and agreements in this <br />Agreement shall survive the transfer of title. There are <br />no other conditions, representations, warranties or <br /> <br />agreements, express or implied. <br /> <br /> <br />