1998 009 Ordinance - Laserfiche WebLink

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other studies required by Purchaser in its sole discretion and to determine the adequacy of utilities serving the Premises, zoning and compliance with laws. Upon execution of this Agreement, Seller shall deliver to Purchaser such of the following as are in the possession or control of Seller: existing soil and groundwater tests, surveys, title policies, environmental reports, underground storage tank test results, waste disposal records, permit records, traffic studies, other engineering test and studies and all other material documents pertaining to the Premises ("Seller's Due Diligence Documents"). (b) Purchaser shall deliver written notice of its election to proceed or not to proceed with the purchase of the Premises to Seller on or before the expiration of the Due Diligence Period. Purchaser may make such election in its sole discretion for any or no reason. If Purchaser elects to proceed with the purchase of the Premises, this Agreement shall remain in effect and the parties shall proceed to close this transaction, subject to the terms and conditions hereof. If Purchaser elects not to proceed with the purchase of the Premises, this Agreement shall terminate on the date Seller receives Purchaser's written notice of its election, and in such event the Earnest Money Deposit shall be returned to Purchaser, and neither Party shall have any further rights or obligations hereunder, except as otherwise specifically set forth herein. If Purchaser does not deliver any written notice to Seller on or before the expiration of the Due Diligence Period, Purchaser shall be deemed to have elected to proceed with the purchase of the Premises, subject to the terms and conditions hereof. (c) Purchaser hereby agrees to indemnify and hold harmless. Seller against any loss, liability, damages, costs or expenses incurred by Seller solely and directly as a result of the exercise of the right of inspection granted to Purchaser under this Section 6. Purchaser acknowledges and agrees that any such investigations and inspections conducted by Purchaser or Purchaser's agents ..and representatives shall be solely at the risk of Purchaser. All of the obligations of Purchaser under this Section 6 shall survive until the third anniversary of the Closing Date or the third anniversary of the termination of this Agreement, as the case may be. 7. REPRESENTATIONS AND WARRANTIES. (a) Seller represents and warrants to Purchaser as of the Effective Date that: (i) Seller now has or will have at Closing good and marketable indefeasible fee simple title in and to the Premises, free and clear of all liens, encumbrances, easements, restrictions, covenants, defects and other matters (other than Permitted Exceptions, zoning ordinances and regulations, public utility easements, any matters that would be disclosed by an accurate survey or inspection of the Premises, and all easements and restrictions of record). (ii) Seller has the capacity and authority to execute this Agreement and perform the obligations of Seller under this Agreement. All action necessary to authorize the execution, delivery and performance of this Agreement by Seller has been taken and such action has not been rescinded or modified. MRU\L960439\AGR00002002 4