Resolution 2013-45 - Laserfiche WebLink

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or relationships of any kind, either expressed or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyer. 3.2.3 Return of Documents. Buyer shall return to Seller all of the Documents and any and all copies Buyer has made of the Documents, together with all of Buyer's Information not previously delivered to Seller, at such time as this Agreement is terminated for any reason, which obligation shall survive such termination. 3.2.4 No Representation or Warranty By Seller. Buyer acknowledges that many of the Documents were prepared (a) by third parties other than Seller, and/or (b) prior to Seller's ownership of the Property. Buyer further acknowledges, confirms, and agrees that (i) neither Seller nor any of its partners, agents, employees or contractors has made any warranty or representation regarding the truth, accuracy or completeness of any of the Documents or the source(s) thereof, and Buyer has not relied on the truth or completeness of the Documents, and (ii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of the Documents and is providing the Documents or making the Documents available to Buyer solely as an accommodation to Buyer. 3.2.5 Title. Within three (3) business days following the Effective Date, the Title Company shall deliver to Buyer (i) a title commitment (the "Commitment ") for the Real Property issued by the Title Company; and (ii) a photocopy of all documents ( "Title Documents ") describing all title exceptions shown on the Commitment. Buyer shall be solely responsible, at its sole cost and expense, for obtaining any such additional survey or modifications to the existing survey (if any); provided, however, a commitment for an ALTA Owner's Policy of Title Insurance ( "ALTA Title Policy ") shall be a condition precedent to the Closing. Buyer shall have twenty (20) days from the Effective Date to approve the condition of title as shown in the Commitment. If Buyer fails to so approve the Commitment, Buyer shall notify Seller in writing within such twenty (20) day period specifying the matter objected to with reasonable detail (the "Title Objection Notice "). Seller shall have five (5) days thereafter to attempt to remove the matter objected to by Buyer; it being understood that Seller is under no obligation to take any action or pay any money to remove any matter objected to by Buyer. If Seller is unable or unwilling, in its sole discretion, to cure such objections Seller shall, within such five (5) day period, provide Buyer with written notice specifying all such objections that will not be cured (the "Title Non -Cure Notice "). If Seller provides the Title Non -Cure Notice, Buyer shall elect in writing on or before the expiration of the Inspection Period, to either: (i) cancel this Agreement, in which case the Deposit shall be returned to Buyer; or (ii) close escrow without any reduction in the Purchase Price, canceling and waiving the Title Objection Notice and taking title subject to such matters. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to cancel this Agreement. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, Seller shall be obligated to remove all deeds of trust and all other security documents encumbering the Property which secure any financing, and shall either remove or cause the Title Company to affirmatively insure over (i) any mechanic's or materialmen's liens against the Property, and (ii) any tax or judgment liens against Seller and/or the Property, so that the Property is conveyed free and clear of all monetary liens and encumbrances. 3.2.6 Survey. Buyer acknowledges receipt of an existing survey for the Property as set forth on Exhibit "D ". Notwithstanding anything contained in this Agreement to the contrary, Buyer shall obtain at its own cost and expense an update or periodic updates of the survey ( "Updated Survey ") after the Effective Date and prior to Closing. Notwithstanding anything to the contrary in this Agreement, in the event the Updated Survey either contains materially different and adverse information than the Survey, such as an encroachment or discrepancy in the legal description, Buyer shall notify Seller of such information and in the event Seller does not take the necessary action to adequately address the information in a manner that will allow the surveyor or the Title Company to cure such information within fifteen (15) business days of Seller's receipt of the Updated Survey (it being understood that Seller shall have no obligation to do), Buyer shall have the right to terminate this Agreement. Upon 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 5 2013 08 20 CTC land purchase 04 agreement FINAL.doc