2008/01/02 Council Agenda Packet

5 9. Indemnification. Indemnification by Seller. Seller shall be responsible to Buyer for, and shall defend, indemnify, and hold Buyer harmless from and against loss, damage, liability, cost or expense (including, without limitation, reasonable attorneys' fees, legal expenses and consultant's fees), that shall be suffered by Buyer, resulting from or relating to: (i) claims or demands made by third parties against Buyer with regard to Seller's ownership, management, or use of the Property prior to and including the Closing Date, including without limitation any claims and liabilities for personal injury or property damage, or any other liability, obligation or commitment of Seller (whether known or unknown, fixed or contingent, due or to become due) not expressly assumed by Buyer under this Agreement; or (ii) any breach of any of the representations or warranties of Seller contained in this Agreement (including, without limitation, any schedule, certificate, exhibit or other instrument delivered or to be delivered by Seller pursuant to this Agreement) 10. Buyer's Authority. Buyer represents and warrants to Seller that, at the date of execution hereof and at the date of closing Buyer and the person signing on behalf of Buyer has and will have full power and authority to execute this Agreement and to perform Buyer's obligations hereunder, and all necessary action to authorize this transaction has and will have been taken. 10.1 Buyer has inspected the Property, and Buyer has had an opportunity to have the Property inspected by inspectors and other experts of Buyer's own choosing qualified to discover patent, latent, known, and unknown defects in the Property and all structures and improvements thereon. Buyer specifically represents that they intend to tear down all of the structures on the Property and that they are buying the Property with no representations or warranties concerning the improvements. 10.2 Except as set forth in this Agreement, Seller has made no representations, warranties, or covenants to Buyer and Seller has expressly disclaimed all warranties express or implied; Buyer accepts such disclaimer; and Buyer is willing to purchase the Property from Seller, and shall accept the Property from Seller in its "as is" "where is" condition, without limitation, environmental condition, and with all faults, defects or deficiencies whether patent, latent, known or unknown. 11 Default. Time is of the essence of this Agreement. If Seller fails to perform any of its obligations hereunder either prior to or at closing for any reason other than Buyer's failure to tender performance of its obligations hereunder, then Buyer shall have all available legal and equitable remedies, including the remedy of specific performance. In any suit, action or appeal therefrom, to enforce this Agreement or any term or provision hereof, or to interpret this Agreement, the prevailing party shall be entitled to recover its costs incurred therein, including reasonable attorneys' fees. 12. Notices; Time. {Client Files\14653\S574091.DOC}