2015-07-08 CC Packet - Laserfiche WebLink

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closing, delivery of the warranty deed and other documents contemplated hereby, and any investigation by or on behalf of either party;provided that such representations shall lapse unless suit is brought with respect thereto within one(1) year after the Closing Date. Except as herein expressly stated, Buyer is purchasing the Property based upon its own investigation and inquiry and is not relying on any representations,warranty or covenant of the Sellers or any other person and is agreeing to accept and purchase the Property"as is,where is", subject to the conditions of examinations set forth in this Agreement and the express representations, warranties and covenants herein contained. Consummation of this Agreement by Buyer with knowledge of any breach by Sellers will constitute a waiver or release by Buyer of any claim due to such breach. 9. Representations Warranties and Covenants of Buyer. Buyer makes the following representations and warranties to Seller: a. Due Diligence. Buyer will undertake to have a full and complete investigation, examination, inspection and analysis of the Property. Buyer further acknowledges that, except for the Sellers representations and warranties expressly set forth in Paragraph 8 of this Purchase Agreement, Buyer has not relied upon any statements, representations or warranties by Sellers or any agent of Sellers. b. Authoritv. Buyer has and as of the of Closing Date will have, full power and authority to enter into this Purchase Agreement and to incur and perform its obligations hereunder. This Purchase Agreement constitutes the valid and legally binding obligation of the Buyer,enforceable against Buyer in accordance with its terms. C. Other Documents. Neither the execution or delivery of this Purchase Agreement nor the consummation of the transactions contemplated hereby will result in any breach or violation of, or default under,any judgment,decree,order,mortgage,lease, agreement, indenture or other instrument or document of which Buyer is a party. d. Legal Proceeding. There are no actions, suits or proceedings pending or, to the knowledge of Buyer, threatened, against or effecting Buyer which, if determined adversely to Buyer, would adversely affect its ability to perform its obligations under this Purchase Agreement. 10. Commissions. Seller shall be responsible for all commissions payable to Buyer's broker, Rockland Advisors, Inc., ("Rockland Advisors") pursuant to a separate written agreement between Rockland Advisors and Gaughan Companies ("Gaughan") Seller's broker. Each of the parties hereto represents that such party has not incurred and is not paying any brokerage commission, finder's fee or selling commission or fee as a result of the transaction described herein to any other broker, salesperson or finder, and each party hereto agrees to indemnify the other against, and to hold the other harmless from, any claim for any such other brokerage commission, finder's fee or selling commission or fee incurred as a result of the actions of the indemnifying party, and any costs and expenses incurred in defending against any such claim, including court costs and reasonable attorneys' fees. The representations and agreements set forth in this Paragraph 10 shall survive the Closing. 7 66