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B. Purchaser represents and warrants to Seller as follows: <br /> 1. Purchaser hereby warrants and represents to Seller that this Agreement and <br /> all documents to be executed and delivered by Purchaser at Closing are and at the Closing will be <br /> duly authorized, executed, and delivered, and are and at the Closing will be legal,valid, and binding <br /> obligations of Purchaser, and do not and at the Closing will not violate any provisions of any <br /> agreement to which Purchaser is a party or to which Purchaser is subject. <br /> 2. Except as otherwise provided in this Agreement, Purchaser (or its <br /> representatives)have been afforded the opportunity to fully and thoroughly inspect the Property,and <br /> Purchaser has conducted such inspections and tests as Purchaser may deem advisable in. <br /> Purchaser's discretion to fully evaluate and analyze the Property and all Property Conditions, and <br /> has satisfied itself therewith if Purchaser proceeds to Closing. <br /> Section 13. Termination, Default and Remedies. <br /> A. If Purchaser fails or refuses to consummate the purchase of the Property pursuant to <br /> this Agreement at the Closing, or fails to perform any of Purchaser's other obligations hereunder <br /> either prior to or at the Closing for any reason other than termination of this Agreement by Purchaser <br /> pursuant to a right so to terminate expressly set forth in this Agreement or Seller's failure to perform <br /> Seller's obligations under this Agreement, then Seller shall have the right to terminate this <br /> Agreement by giving written notice thereof to Purchaser,whereupon neither party hereto shall have <br /> any further rights or obligations hereunder. Seller may pursue all rights and remedies available at <br /> law or in equity against Purchaser with respect to (i)the express indemnification provisions of this <br /> Agreement, (ii)any damages incurred by Seller as a result of Purchaser's failure to comply with the <br /> insurance requirements provided for in this Agreement, and, (iii) any obligations under the various <br /> closing documents executed at Closing. Promptly after any termination of this Agreement by Seller, <br /> Purchaser shall deliver to Seller legible copies of all surveys, studies, reports and other written <br /> materials obtained or produced with respect to the Purchaser's inspection of the Property, and <br /> Purchaser shall maintain in absolute confidence the results of any such tests or studies conducted <br /> by Purchaser or its consultants with respect to the Property. <br /> B. If Seller fails or refuses to consummate the sale of the Property pursuant to this <br /> Agreement at the Closing or fails to perform any of Seller's other obligations hereunder either prior <br /> to or at the Closing for any reason other than the termination of this Agreement by Seller pursuant to <br /> a right so to terminate expressly set forth in this Agreement or Purchaser's failure to perform <br /> Purchaser's obligations under this Agreement, and if Seller does not cure such failure to perform <br /> within five (5) days after written notice of such failure from Purchaser to Seller, then Purchaser, as <br /> Purchaser's sole and exclusive remedy, shall have the right to terminate this Agreement by giving <br /> written notice thereof to Seller prior to or at the date the Closing Date would have occurred <br /> whereupon neither party hereto shall have any further rights or obligations hereunder. In no event <br /> shall Purchaser have any claim against Seller for damages. <br /> C. Seller acknowledges and agrees that Purchaser retains and reserves its common law <br /> rights of set off with respect to its performance under this Agreement for any breach by Seller. <br /> - 11 - <br />