2018-10-17 EDA Packet - Laserfiche WebLink

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Page 3 of 6 of or in connection with(i) the use of,or access to,the Property by any person pursuant to this Agreement,(ii)Owners' performance of its obligations under this Agreement,or(iii) any breach of, or failure to perform, any provision of this Agreement by Colliers. Colliers shall not be responsible for Indemnification for Liabilities to the extent caused by Owners'gross negligence or willful misconduct in performing its obligations under this Agreement 12. Disclosure; Hazardous Substances. Owner agrees to promptly disclose to Colliers and any prospective purchaser all known material defects, if any,of the Property and any knowledge Owner has or may hereafter acquire regarding the production,disposal,storage or release of any hazardous wastes or other toxic or hazardous substances in or on the Property. Colliers is authorized to disclose all pertinent information regarding the Property to prospective purchasers,and Owner shall indemnify and hold harmless Colliers and any cooperating brokers to the same extent set forth in Section 11 of this Agreement in the event Owner fails to make any required disclosure or makes any misrepresentation about the Property or its condition. 13. No Discrimination. Owner hereby acknowledges that it is illegal to refuse to display,sell or lease the Property to any person because of race,color, religion,national origin,sex,marital status or physical disability. 14. Owner's Warranty. Owner warrants that Owner has full authority to execute this Agreement and to sell,or exchange the Property,and that all information concerning the Property provided by Owner to Colliers is accurate. The person(s) executing this Agreement on behalf of Owner warrant(s)that such person(s)have full authority to do so and in so doing to bind Owner. Owner confirms that following closing of the Property,the amount of the purchase price and any other terms of the sale of the Property shall not be deemed confidential information and Owner authorizes disclosure of the same. 15. Attorneys'Fees. In the event of a dispute between the parties to enforce a right or rights provided by or arising out of this Agreement,the non-prevailing parry shall pay to the prevailing party reasonable attomeys'fees and other costs and expenses of enforcement proceedings. The"prevailing party"shall be the party receiving a net affirmative award or judgment. 16. Negotiation and Construction. This Agreement and each of the terms and provisions hereof have been negotiated between the parties,and the language in all parts of this Agreement shall, in all cases, be construed according to its fair meaning and not strictly for or against either party. 17. Professional Advice. Colliers recommends that Owner obtain legal, tax or other professional advice relating to this Agreement and the proposed sale of the Property as well as the condition of the Property, including without limitation,the Property's improvements,equipment,soil,tenancies,environmental aspects and compliance with the Americans with Disabilities Act. Colliers will have no obligation to investigate any such matters unless expressly otherwise agreed to in writing by Owner and Colliers. 18. Governing Law. This Agreement is entered into and shall be governed and construed in accordance with the laws of the State in which the Property is located. 19. Entire Agreement. This Agreement sets forth the entirety of the agreement between the parties regarding sale of the Property. 20. Copy of Agreement. Owner hereby acknowledges receipt of a fully executed copy of this Agreement. 43 ��