Resolution 5871 - Laserfiche WebLink

OTHERWISE BE SPECIFICALLY SET FORTH HEREIN OR IN THE CLOSING DOCUMENTS. OM HAS REQUESTED THAT THE CITY FURNISH OM WITH CERTAIN STUDIES. REPORTS AND OTHER INFORMATION IN THE CITY'S POSSESSION WITH RESPECT TO THE CITY PROPERTY, INCLUDING ENVIRONMENTAL STUDIES AND SURVEYS. AS AN ACCOMMODATION TO OM, THE CITY HAS FURNISHED SUCH INFORMATION TO OM. OM HEREBY ACKNOWLEDGES AND AGREES THAT THE CITY IS MAKING ABSOLUTELY NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO ANY SUCH STUDIES, REPORTS OR INFORMATION PROVIDED BY THE CITY TO OM OR ANY OTHER MATERIALS PROVIDED TO OM BY THE CITY. OM ACKNOWLEDGES AND AGREES THAT OM SHALL BE REQUIRED TO VERIFY THE ACCURACY AND DETAILS OF ALL SUCH STUDIES, REPORTS AND INFORMATION SO PROVIDED BY THE CITY TO OM OR ANY OTHER MATERIALS PROVIDED TO OM BY THE CITY IN SUCH MANNER AS OM DEEMS APPROPRIATE. EXCEPT AS MAY OTHERWISE BE SPECIFICALLY SET FORTH HEREIN OR IN THE CLOSING DOCUMENTS, NO REPRESENTATION, WARRANTY. COVENANT OR AGREEMENT, EXPRESS OR IMPLIED, OF THE CITY SHALL SURVIVE THE CONVEYANCE OF TITLE EXCEPT THAT, IF ANY, WHICH IS HEREIN SPECIFICALLY STATED TO SURVIVE CLOSING. THE ACQUISITION OF THE CITY PROPERTY BY OM SHALL BE CONCLUSIVE EVIDENCE THAT (A) OM HAS FULLY AND COMPLETELY INSPECTED (OR HAS CAUSED TO BE FULLY AND COMPLETELY INSPECTED) THE CITY PROPERTY, AND (B) OM ACCEPTS TILE CITY PROPERTY AS BEING IN GOOD AND SATISFACTORY CONDITION AND SUITABLE FOR OM'S PURPOSES SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. 5. PRE-CLOSING COVENANTS OF OM AND THE CITY From and after the Effective Date until the earlier of(i) Closing or (ii) the termination of this Agreement as herein provided, the City and OM covenant and agree as follows: 5.1 Payments The City shall make any and all payments due and owing with respect to the City Property, including, without limitation, all real estate taxes or assessments, if any, to the extent due or payable, charges, fees, levies and impositions, insurance premiums, service contracts, management fees and payments for materials and materialmen, prior to the due date for such payment. 5.2 No Change in Physical Condition The City will not permit any waste with respect the City Property. Without the consent of OM, which consent shall not be unreasonably withheld, the City will not make any material changes to the physical condition of the City Property except as contemplated by this Agreement, the Consent Decree, CAP or as required by applicable law. -II- 06107-01)63 LEGAL 13023969.I