SSLM Properties LLC 7/26/2016 - Laserfiche WebLink

7.8 Escrow Instructions. This Agreement is intended by the parties to set forth the escrow instructions to Closing Agent. Seller and Buyer may execute and deliver to Closing Agent any additional instructions as either party deems necessary or convenient to implement the terms of this Agreement and to close the transaction contemplated hereby; provided that any such additional instructions are not inconsistent herewith and shall not in any way modify, amend or supersede this Agreement. ARTICLE VIII. REPRESENTATIONS AND WARRANTIES 8.1 General. Except for the representations, warranties and covenants in the Deed and except for the representations,warranties and covenants in this Agreement: (a) the Property is conveyed in its "AS IS-WHERE IS" condition at the time of Closing without any representation, warranty, or covenant of Seller and (b) the Buyer makes no representation, warranty, or covenant regarding the tax treatment or implications of the purchase and sale hereunder, including without limitation no representation,warranty, or covenant regarding federal income tax or real estate excise tax. 8.2 Seller's Representations. Seller represents and warrants to Buyer that, as of the Effective Date and as of Closing: (a) Status. Seller is a limited liability company, duly formed and validly existing under the laws of the State of Washington and is qualified to transact business in the jurisdiction where the Property is located. (b) Rights of Third Parties. Seller has not granted any options nor obligated itself in any manner whatsoever to sell the Property or any portion thereof to any party other than Buyer, and there are no contracts or other obligations outstanding regarding the Property or any portion thereof. There are no oral or written leases, rental agreements or other occupancy agreements allowing any person to occupy the Property. Seller has not granted any options nor obligated itself in any manner whatsoever to sell or lease the Property or any portion thereof to any party other than Buyer. (c) No Liens. All persons and entities supplying labor, materials and equipment to the Property have been paid, and there are no claims of liens as of the date hereof and as of the Date of Closing (d) Authority. This Agreement and all documents to be executed by Seller at Closing have been duly authorized, executed and delivered by Seller and are binding on and enforceable against Seller in accordance with their terms. Seller has obtained all authorizations or approvals necessary for Seller to enter into and perform its obligations under this Agreement. The person signing this Agreement on behalf of Seller 10