Laserfiche WebLink
the Project, then Seller shall be liable to Purchaser for any reasonable, documented <br /> out-of-pocket costs incurred by Purchaser in connection with the transactions under this <br /> Agreement and in its attempts to satisfy such conditions to Closing, including, without <br /> limitation, costs related to the Project Design Criteria, Plans and Specs, and Project <br /> Approvals. <br /> a. Approval by Purchaser and Seller. Receipt and approval by <br /> Purchaser or Seller, as applicable, of all items and documentation provided herein to be <br /> delivered to Purchaser or Seller. <br /> b. Representations and Warranties. The representations and <br /> warranties of Seller and Purchaser contained herein shall be true and correct as of the <br /> Closing. <br /> c. Performance by Seller and Purchaser. Seller and Purchaser shall <br /> have performed all agreements, undertakings and obligations and complied with all <br /> conditions required by this Agreement to be performed and/or complied with by Seller <br /> and Purchaser. <br /> d. No Change to Property. As of the date of Closing there shall have <br /> been no material adverse change in the condition of the Property. <br /> e. Contingencies Satisfied. The contingencies set forth in Section 4 <br /> shall have been fulfilled or waived on or before the dates provided for in Section 4. <br /> f. Absence of Moratorium. That no litigation, referendum, <br /> moratorium, statute, order, regulation, ordinance, legislation, judgment, ruling or decree <br /> has been enacted, adopted, issued or entered or shall be pending or in effect, that could <br /> materially adversely affect the Property, the Project Approvals or Purchaser's ability to <br /> develop and operate its Project. <br /> 11. TIME AND PLACE OF CLOSING. <br /> a. Closing Date. Subject to Section 9 above, the Closing shall take <br /> place on or before the date which is one (1) month after all the conditions set forth in <br /> Section 4(c) have been satisfied or waived in writing by Purchaser, on a date that is <br /> mutually agreeable to Purchaser and Seller (the "Closing Date" or "Closing"). If Closing <br /> does not occur by the Closing Date for any reason other than default by Purchaser, the <br /> Earnest Money shall be returned to Purchaser. <br /> b. Closing Procedure. Closing shall occur at the Seattle office of the <br /> Title Company. All documents and instruments required for Closing shall be delivered <br /> to the Title Company at least one day prior to the Closing Date. Funds required for <br /> Closing shall be delivered to the Title Company by 2:00 p.m. on the Closing Date. Each <br /> party agrees to execute and deliver to the Title Company closing escrow instructions to <br /> implement and coordinate the Closing as set forth in this Agreement. <br /> C <br /> -13- <br /> 50939068.4 <br />