2004_Resolutions - Laserfiche WebLink

Home Browse Search

14. Property Condition. Between the Effective Date and the Closing Date Seller represents and warrants that it shall: (a) not commit, or suffer any other person to commit, any waste or damage to the property, or any appurtenances thereto, and shall keep and maintain the Property in as good condition and repair as it existed on the Effective Date, ordinary wear and tear excepted, except that Seller shall not be responsible for waste or damage committed by the Purchaser under its existing Lease with the Seller; (b) not enter into any agreements, instruments or documents or otherwise take any action which would adversely affect the state of title to the Property; (c) promptly furnish to Purchaser copies of any and all notices that Seller receives (or which have been received by Seller in the past) with respect to the existence of any default, violation or delinquency regarding the use, occupancy or physical condition of the Property; (d) not take any action that would encumber the Property after Closing with any lease, lien, covenant, condition or restriction; (e) not seek any zoning change or other governmental approval with respect to the Property; and shall • (f) not grant any written. lease or other agreement to any third party, for any purpose, relating to any portion of the Property. 15. Default. If the event either the Seller or the Purchaser shall fail to make full settlement, for reason other than provided for at its option elsewhere in this Agreement, and the other party has not defaulted hereunder, the party that is willing and able to make full settlement shall have all remedies available to it at law or in equity, including the right to specific performance, which remedies shall be cumulative. No delay by either party in pursuing any remedy or taking any action shall be construed as a waiver of any breach by the other party. 16. Brokers. Purchaser and Seller represent and warrant to the other that they have dealt with no broker, agent or similar person in connection with the transactions contemplated by this Agreement. Neither party shall have any liability to the other, or to any third party, for any commission owed to any broker, agent or similar person. 17. Miscellaneous. This Agreement and the Exhibits attached hereto, and made a part hereof set forth the entire agreement and understanding of the parties with respect to the purchase and sale of the Property (whether prior or contemporaneous, written or oral). This Agreement shall not be modified except in a writing signed by the parties hereto. No waiver of any provision of this Agreement shall be valid unless the same is in writing and is signed by the party against which it is to be enforced. This Agreement, together with any attachments hereto, and the terms and provisions hereof shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, • legal representatives, successors and, if permitted, assigns wherever the context so requires or 7