Resolution 2013-45 - Laserfiche WebLink

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Agreement by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor; (iv) the effectuating party shall give the cooperating party at least ten (10) business days prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the Escrow; (v) the effectuating party shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the "Exchange Documents ") required by the exchange, at its sole cost and expense; and (vi) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, or in any way be deemed to warrant or represent any tax or other consequences of the exchange transaction arising by reason of the cooperating party's performance of the acts required hereby. 7.11 Modification. This Agreement cannot be changed orally, and no executory agreement shall be effective to waive, change, modify or discharge it in whole or in part unless such executory agreement is in writing and is signed by the parties against whom enforcement of any waiver, change, modification or discharge is sought. 7.12 Ordinance Contingency. Buyer's obligation to close is expressly contingent upon adoption and final effectiveness of an ordinance authorizing the purchase of the Property. Either party shall have the right to terminate this Agreement in the event such ordinance is not finally effective on or before the expiration of the Inspection Period. Upon any such termination, neither Seller nor Buyer shall have any further obligation or liability to the other hereunder (except as otherwise specifically set forth in this Agreement), and the Deposit shall be returned to Buyer. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. "BUYER" CITY OF LOUISVILLE By. Malcolm Fleming, City Mana "SELLER" r PASSCO COLORADO TECH INDUSTRIAL, LLC, a Delaware limited liability company By: Passco Companies Development, LLC, a Delaware limited liability company, its Sole Manager By: Passco Companies Development Manager, Inc., a Delaware corporation, its Manager 17 2013 08 20 CTC land purchase 04 agreement FINAL.doc