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sole discretion, of each and every one of the following conditions on or before the Closing <br />Date: <br />A. Inspections. During the forty-five (45) day period following Sellers' <br />full and complete execution of this Agreement (the "Due Diligence Period"), <br />Seller shall provide Buyer and Buyer's representatives with reasonable access to <br />the Property for the purpose of conducting such .inspections, engineering studies, <br />appraisals, test borings or any other activities reasonably required by Buyer <br />(collectively, the "Inspections") in order to determine the suitability of the Property <br />for Buyer's purposes. In the event the Inspections reveal a material defect in the <br />Property, Buyer shall so notify Seller in writing on or before expiration of the Due <br />Diligence Period. Thereupon, Seller shall have thirty (30) days to advise Buyer <br />whether it elects to cure Buyer's objections. If Seller elects to cure, then the <br />same shall be completed by Seller to the reasonable satisfaction of Buyer prior to <br />the Closing Date. If Seller elects not to cure, Buyer may elect to (a) terminate <br />this Agreement, in which event all funds paid and documents deposited with <br />each other or the Escrow Agent shall be returned to the party depositing the <br />same and neither party shall have any further rights or obligations to the other <br />hereunder, except that the parties shall share equally in the payment of all <br />accrued title and related escrow charges, or (b) waive such objections, in which <br />event this_transaction shall proceed to closing in accordance with the terms of <br />this Agreement. Buyer agrees to provide Seller reasonable advance written <br />notice of any Inspection and to conduct same in a manner so as not to interfere <br />with the conduct of Seller's affairs. The Inspections shall be performed at <br />Buyer's sole cost and expense by certified professionals, individuals or <br />companies approved by Buyer. Buyer agrees to indemnify and hold Seller <br />harmless from and against any and all loss, claim, damage, liability or expense <br />arising from or related to performance of the Inspections by Buyer, its agents, <br />employees, invitees or independen~ contractors. <br />B. Seller's Representations Accurate. Each and every one of the <br />representations and warranties of Seller set forth in this Agreement shall be true in <br />all material respects both as of the date of execution of this Agreement by Seller <br />and as of the Closing Date; <br />C. Seller's Performance. Seller shall have duly performed each and <br />every obligation, covenant and agreement hereunder to be performed by Seller, <br />including delivery of the items described in Section 6.A above. <br />13. Remedies. <br />A. Seller's Default. In the event Seller fails to perform any of its <br />undertakings hereunder by the date designated herein for such performance, or if <br />any of Seller's representations and warranties shall be untrue or inaccurate as of <br />the date hereof or as of the Closing Date, or if Seller should fail to consummate the <br />sale contemplated herein for any reason other than Buyer's default, then, as its sole <br />and exclusive remedy hereunder, ~ Buyer may, (i) extend the required date of <br />performance by written notice to Seller specifying the duration of any such <br />extension, or (ii) terminate this Agreement, in which event all funds paid and <br />documents deposited with each other or the Escrow Agent shall be returned to <br />the party depositing the same and the parties shall be released from any further <br />11 <br />