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2014/12/24 Council Agenda Packet
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2014/12/24 Council Agenda Packet
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Council Agenda Packet
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12/24/2014
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reasonable access to space leased to third parties) for such purposes. Buyer's <br /> Inspection shall be at Buyer's sole cost and expense. Buyer agrees that Buyer will <br /> (i) not unreasonably interfere with or disturb any of the tenants, and (ii) repair any <br /> physical damage to the Property caused by Buyer's Inspection. <br /> 7.2 Delivery of Seller's Information. Within five (5) days after the date <br /> hereof, Seller shall deliver to Buyer the following documents, if any, in Seller's <br /> possession or control: <br /> a) copies, if any, of reports of hazardous materials investigations, soils reports, or <br /> environmental assessment reports with respect to the Property ; <br /> b) copies of any existing and proposed easements, covenants, restrictions <br /> affecting the Real Property; <br /> c) copies of all surveys relating to the Real Property if any; <br /> d) all leases relating to the Property if any; <br /> e) all labor contracts relating to the Property if any; <br /> f) all notices, if any, regarding any existing or threatened litigation affecting the <br /> Property. <br /> d. Indemnification by Seller. Seller shall be responsible to Buyer for, and shall <br /> defend, indemnify, and hold Buyer harmless from and against loss, damage, liability, <br /> cost or expense (including, without limitation, reasonable attorneys' fees, legal <br /> expenses and consultant's fees), that shall be suffered by Buyer, resulting from or <br /> relating to: (i) claims or demands made by third parties against Buyer with regard to <br /> Seller's ownership, management, or use of the Property prior to and including the <br /> Closing Date, including without limitation any claims and liabilities for personal injury or <br /> property damage, or any other liability, obligation or commitment of Seller (whether <br /> known or unknown, fixed or contingent, due or to become due) not expressly assumed <br /> by Buyer under this Agreement; or (ii) any breach of any of the representations or <br /> warranties of Seller contained in this Agreement (including, without limitation, any <br /> schedule, certificate, exhibit or other instrument delivered or to be delivered by Seller <br /> pursuant to this Agreement); or (iii) Hazardous Materials on the Property on the Closing <br /> Date. <br /> 9. Seller's Representations and Warranties. In addition to other <br /> representations herein, Seller represents and warrants to Buyer as of the date hereof <br /> and as of the date of closing that: <br /> 9.1 Authorization. All requisite action has been taken by Seller in <br /> connection with entering into this Agreement, the instruments referenced herein, and <br /> the consummation of the transaction contemplated hereby. Seller has the right, power <br /> and authority to execute, deliver and perform this Agreement without obtaining any <br /> consents or approvals from, or the taking of any other actions with respect to, any third <br /> 20 <br />
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