2023-096 Ordinance - Laserfiche WebLink

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• 5.4 Possession. Seller shall deliver possession of the Property in its present condition, subject to normal wear and tea. 5.5 Title Defects. During the Inspection Period (as defined herein), Purchaser shall have the right to object to any matters set forth in the Title Commitment and the Survey. Purchaser shall give Seller written notice (the "Objection Notice') of any such matter set forth in the Title Commitment or Survey to which Purchaser objects (each a "Title Defect") prior to the expiration of the Inspection Period. Any matter not objected to by Purchaser within such Inspection Period (or which Purchaser waives following the Objection Notice) shall be deemed to be approved by Purchaser and included as a Permitted Encumbrance. If Purchaser delivers to Seller an Objection Notice specifying a Title Defect within the Inspection Period, Seller shall, within ten (10) days after the receipt of the Objection Notice, notify Purchaser in writing (the "Seller's Notice") which of such Title Defects shall be cured by Seller prior to or at Closing; provided, however that Seller shall only be obligated to cure any such Title Defect which either was caused by Seller's actions after execution of this Agreement or is a lien or encumbrance that can be removed by the payment of a sum certain (unless caused by Purchaser). Within five (5) days after receipt of the Seller's Notice, Purchaser, as its sole and exclusive remedy, shall notify Seller in writing of Purchaser's election to either (i) accept title to the Property subject to the Title Defects Seller is not obligated (or has not otherwise elected) to cure, without an abatement or reduction of the Purchase Price in accordance with the terms of this Agreement, or (ii) terminate this Agreement. If Purchaser elects to terminate this Agreement, all documents deposited into escrow shall be returned to the party who delivered or deposited the same, the • Earnest Money shall be paid to Purchaser, and thereupon the parties shall be released from any further obligations hereunder each to the other, except that Purchaser shall pay all the expenses of the Escrow Agent and the Title Company, if any. If Purchaser does not elect to terminate, or fails to make a written election, within the five (5) day period following Seller's Notice, Purchaser shall be deemed to have elected to accept title to the Property, subject to all Title Defects which shall thereafter be deemed Permitted Encumbrances, without an abatement or reduction of the Purchase Price and the Earnest Money shall become nonrefundable. 6. RISK OF LOSS 6.1 Risk of Loss. Risk of loss to the Property or any part thereof shall remain on Seller until the Closing. 7. REPRESENTATIONS AND WARRANTIES 7.1 Seller's Representations. Seller represents, warrants and agrees as follows: (a) The Property is subject to no options or agreements regarding the transfer of title to the Property and Seller has received no written notice of any legal or governmental action, litigation, or pending or threatened claim that would impair the Property or Seller's ability to perform the transactions contemplated by this Agreement. (b) Seller has received no notice of taking, condemnation, betterment or assessment, • actual or proposed, with respect to the Property.