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the transactions contemplated herein. This Agreement is valid and <br />enforceable against Seller in accordance with its terms. Each instrument <br />to be executed by Seller pursuant hereto or in connection herewith will, <br />when executed and delivered, be valid and enforceable in accordance with <br />its terms. <br />d.The accuracy of all Seller representations and warranties <br />contained in this Agreement shall be a condition to Buyer's obligations <br />under this Agreement, which condition will be merged at the time of, and <br />will not survive, the Closing. If any of the representations or warranties <br />contained in this Agreement is untrue in any material respect and is not <br />cured (at no cost to Buyer) prior to the scheduled Closing, then Buyer may <br />elect to (i) purchase the Property as it then is or, (ii) terminate this <br />Agreement and, anything in this Agreement to the contrary <br />notwithstanding, receive a refund of all Earnest Money. <br />e.Except as specifically set forth in this Agreement, Buyer agrees to <br />purchase the Property “as-is, where-is” and without any representations or <br />warranties by Seller as to the condition of the Property or its fitness for <br />any particular use or purpose. Except as specifically set forth in this <br />Agreement, Seller offers no such representation or warranty as to the <br />Property’s condition or fitness, and nothing in this Agreement will be <br />construed to constitute such a representation or warranty as to the <br />Property’s condition or fitness. <br />7.CLOSING. <br />A.Provided that all conditions of closing hereunder have been satisfied or <br />waived, the closing of the transaction described herein (the “Closing”) shall occur at the <br />offices of the Title Company on the Closing Date. The “Closing Date” shall be the <br />Contingency Date, or such earlier or later date as may be agreed to in writing by Seller and <br />Buyer. <br />B.The following shall occur on or before the Closing Date: <br />1.Seller shall deliver all of the following to Buyer, all of which shall be <br />fully-executed by Seller, as appropriate: <br />a.A special warranty deed in the form attached hereto as Exhibit B <br />sufficient to convey and warrant to Buyer fee simple absolute title to the <br />Property, to extent such title is affected by Seller’s actions, subject only to the <br />Permitted Exceptions (the “Special Warranty Deed”), which Special Warranty <br />Deed will restrict Buyer’s use of the Property to the Intended Use and other <br />uses as allowed by this Agreement, articulate the Seller’s right to re-enter and <br />re-take possession of the Property the event of default as set forth in this <br />Agreement, and will prohibit Buyer from discriminating in the sale, lease, <br />rental, use, occupancy, or enjoyment of the Property or any improvements <br />constructed on the Property; <br />b.An affidavit of title in customary form covering the Closing Date <br />and showing title in Seller, subject only to the Permitted Exceptions;