Resolution 2013-45 - Laserfiche WebLink

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5.5.2 From and after the Effective Date, Seller shall not enter into any leases relating to the Property.. 5.6 Seller's Representations. Seller hereby makes the representations and warranties outlined below. For all purposes of this Section 5.6, Buyer hereby acknowledges and agrees that the term "Seller" shall mean and refer only to Mr. Carey Levy, the president of the Property owners' asset manager and property manager, and the terms "to Seller's knowledge" and/or "to Seller's actual knowledge" shall mean only the then - current knowledge of Mr. Levy, without any duty to investigate and without any actual or implied liability to Mr. Levy (and Seller hereby confirms that Mr. Levy is the representative of Seller that has the most knowledge of the truth and accuracy of the representations and warranties set forth hereinbelow): 5.6.1 To Seller's actual knowledge, the Contracts delivered or made available to Buyer pursuant to the provisions of this Agreement are true and correct copies, do not contain any material inaccuracies or omissions, and are in full force and effect, without default by (or written notice of default to) any party. 5.6.2 There is no litigation or other legal proceeding pending or, to Seller's actual knowledge, threatened, against Seller, which is likely to affect the use or operation of the Property as currently being operated by Seller or adversely affect the ability of Seller to perform its obligations under this Agreement. 5.6.3 There are no leases or other occupancy agreements affecting or encumbering the Property. 5.6.4 This Agreement and all documents executed by Seller which are to be delivered to Buyer at the Closing are or at the time of Closing will be duly authorized, executed, and delivered by each person comprising Seller, are or at the time of Closing will be legal, valid, and binding obligations of Seller, and do not and at the time of Closing will not violate any provisions of Seller's formation or governing documents or any provisions of any agreement or judicial order to which Seller (or any person comprising Seller) is a party or to which Seller or the Property is subject. 5.6.5 There is no agreement to which Seller is a party or to Seller's knowledge binding on Seller whose provisions will be breached by consummation of the transaction contemplated by this Agreement. There is no action or proceeding pending or, to Seller's knowledge, threatened against Seller which challenges or impairs Seller's ability to execute or perform its obligations under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, in the event Buyer obtains knowledge prior to Closing which renders any of the representations and warranties made by Seller inaccurate in any respect, or if any Documents reveal that such representation or warranty made by Seller is inaccurate in any respect, and Buyer nevertheless proceeds to Closing, Buyer shall be deemed to have waived its right to rely upon the applicable representation and warranty with respect to which Buyer had knowledge or inaccuracies or which appears in the Documents prior to or at the Closing. ARTICLE 6 REMEDIES 6.1 Liquidated Damages; Seller's Remedies. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DO NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY BREACH OF BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER AS A RESULT THEREOF. THEREFORE, BUYER AND SELLER DO 13 2013 08 20 CTC land purchase 04 agreement FINAL.doc