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<br />result in a breach of any contract, license or undertaking to which Seller is a party <br />or by which any of its property is bound, or constitute a default thereunder or, <br />except as contemplated herein, result in the creation of any lien or encumbrance <br />upon the Property. <br /> <br />8.8. No Proceedings. No legal or administrative proceeding is threatened or pending <br />against Seller which would adversely affect its right to convey the Real Property <br />to Buyer as contemplated in this Agreement. There are no condemnation or <br />eminent domain proceedings pending or threatened with respect to the Real <br />Property and there are no legal or administrative proceedings pending or <br />threatened affecting the Real Property. <br /> <br />8.9. Utilities. Water, gas, telephone, electricity and storm sewer utilities are currently <br />available on or near the Real Property and with the capacity to handle the <br />proposed improvement without additional cost to Buyer. <br /> <br />8.10. Private Restrictions. There are no and will be no private restrictions that affect <br />the uses which may be made of the Real Property by Buyer, including, but not <br />limited to, the size or cost of any building or structures to be placed on the Real <br />Property, limitations on use or restrictions in regard to fences, roofs, garages and <br />heights of buildings or structures to be placed on the Real Property, agreements to <br />subject architectural plans to an association or other group, provisions requiring <br />the joining with others in group actions, or restrictions imposed on the Real <br />Property due to its historical significance. <br /> <br />8.11. Additional Interests. There are no property interests or other improvements that <br />are owned by Seller and which are necessary or useful for the operation of the <br />Property that are not being conveyed pursuant to this Agreement. <br /> <br />Seller will indemnify Buyer, its successors and assigns, against, and will hold Buyer, its <br />successors and assigns, harmless from, any expenses or damages, including reasonable <br />attorneys' fees, that Buyer incurs because of the breach of any of the above <br />representations and warranties, whether such breach is discovered before or after Closing. <br />Consummation of this Agreement by Buyer with knowledge of any such breach by Seller <br />will not constitute a waiver or release by Buyer of any claims due to such breach. <br /> <br />9. Condemnation. If eminent domain proceedings are threatened or commenced against all <br />or any part of the Property, Seller shall immediately give notice to Buyer, and Buyer shall <br />have the right to terminate this Agreement and receive back all Earnest Money by giving <br />notice within thirty (30) days after Seller's notice. If Buyer shall fail to give the notice, <br />then the parties shall proceed to Closing, and Seller shall assign to Buyer all rights to <br />appear in and receive any award from such proceedings. <br /> <br />10. Broker's Commission. Seller agrees to pay any and all broker's commISSIons in <br />connection with this transaction, if any, and agree to indemnify and hold the Buyer <br /> <br />- 7 - <br /> <br />15t <br />