2017-05-24 CC Packet - Laserfiche WebLink

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b. The Seller herein acknowledges that it is the intention of the Buyer to complete an IRC Section 1031 Tax -Deferred Exchange and that the Buyer's rights under this Purchase Agreement shall be assigned to Commercial Partners Exchange Company, LLC, for the purpose of completing such exchange. However, any warranties that may be expressed in this contract shall remain and be enforceable between the parties executing this document. C. Seller agrees to cooperate with the Buyer and/or its assigns in any manner necessary to complete said exchange at no additional cost or liability to Seller. This Purchase Agreement is part of an integrated, interdependent, mutual and reciprocal plan intended to effectuate an exchange by Buyer of like -kind real properties pursuant to and in accordance with the provisions of Section 1031 of the Internal Revenue Code. The Seller shall execute and provide to Buyer prior to closing, an acknowledgement, that Seller has received written notice of the assignment of the Buyer's rights under this Purchase Agreement to Commercial Partners Exchange Company, LLC. d. In the event the closing of the sale of the Exchange Property fails to occur by reason of (1) default by either the Buyer or the Seller of the Exchange Property; (2) the condemnation of one or both of the properties constituting the Exchange Property or (3) the termination of one or both of the purchase agreements providing for such sale for any reason, the Buyer shall be entitled to terminate this Purchase Agreement in which case all Earnest Money paid by Buyer to Seller (including all accrued interest thereon) shall be promptly refunded to Buyer and neither party shall thereafter have any further liability, right or obligation hereunder. 7. Conditions to Closing. This Purchase Agreement and Buyer's obligations hereunder are conditioned, for the sole benefit of Buyer, upon the following: a. Seller's Performance. All representations and warranties of Seller hereunder shall be true and correct as of the Closing Date and Seller shall have performed all of its covenants, duties and obligations under this Purchase Agreement. b. Title. The Title Evidence shall have been found acceptable, or been made acceptable, in accordance with the requirements of Paragraph 3 above. At Closing, the Title Company shall have issued to Buyer an ALTA Owner's Title Insurance Policy in the full amount of the Purchase Price, showing good and marketable fee simple title to the Real Property vested in Buyer in the condition required herein, with extended coverage over all general exceptions to the policy and with such other coverages and endorsements (including without limitation the endorsements specified in Paragraph 3.a. hereof) as either Buyer or its lender(s) may require; provided, however, that said Owner's Title Policy shall not in any way vitiate the covenants in the deed to be given by Seller to Buyer hereunder. C. Condition of Property. There shall be, as of the Closing Date, no material adverse change in the physical condition of the Property. 4 32