1998 009 Ordinance - Laserfiche WebLink

Home Browse Search

and elsewhere in this Agreement shall be true, accurate and correct in all material respects upon the execution of this Agreement and on and as of the Closing Date (except as they expressly relate only to an earlier date) and shall survive until the third anniversary of the Closing Date. Seller hereby agrees to indemnify, defend and hold Purchaser harmless from and against any and all claims, losses, liabilities (including strict liability), damages, injuries, expenses, and costs including, without limitation, reasonable attorney's fees, of any and every kind whatsoever paid, incurred or suffered by, or asserted against, Purchaser by any person or entity or governmental agency, for, with respect to, or as a direct or indirect result of, the inaccuracy or falseness of any of the representations or warranties made in this Section. This indemnity obligation shall apply to all matters as to which Seller receives written notice prior to the third anniversary of the Closing Date. (b) Purchaser represents and warrants to Seller as of the Effective Date that: (i) Purchaser has the capacity and authority to execute this Agreement and perform the obligations of Purchaser under this Agreement. All action necessary to authorize the execution, delivery and performance of this Agreement by Purchaser has been taken and such action has not been rescinded or modified. (ii) Purchaser is not subject to any judgment or decree of a court of competent jurisdiction or governmental .agency that .would limit or restrict Purchaser's right to enter into and carry out this Agreement. (iii) Neither the execution of this Agreement nor.the consummation of the transactions contemplated herein will constitute a breach under any contract or agreement to which Purchaser is a party or by which Purchaser is bound or affected or which affects the Premises or any part thereof. Purchaser shall fully disclose to Seller any change in facts of which Purchaser becomes aware prior to the Closing Date which may affect the representations and warranties set forth above. 8. CONDITIONS TO PURCHASER'S OBLIGATIONS. (a) The obligation of Purchaser to consummate the transaction contemplated by this Agreement is conditioned upon the fulfillment of each of the following conditions as of the Closing Date: (i) Seller shall be ready, willing and able to deliver title to the Premises in accordance with this Agreement and otherwise shall have performed, observed, and complied with all of the covenants, agreements and conditions required by this Agreement to be performed, observed and complied with by Seller prior to or as of the Closing Date as and when required; (ii) The Title Company shall be prepared to issue the Title Policy and the other conditions set forth in Section 3(e) shall have been fulfilled; MRU\L960439\AGROOOOZ002 ()