Resolution 2023-40 - Laserfiche WebLink

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in accordance herewith, the Escrow Agent shall return all funds, including the Earnest Money Deposit and the Purchase Price Balance, if in the possession of the Escrow Agent, to Purchaser, and this Agreement shall be of no further force or effect. 9. Fees. Seller shall ensure that all application, transfer, or other fees required by Northern in connection with the sale and transfer of the CBT Units to Purchaser are paid prior to Closing. 10. Documents. At the time of Closing and upon Purchaser's compliance with the terms and provisions of this Agreement, Seller shall deliver a good and sufficient Bill of Sale and Assignment acceptable to Purchaser in the form attached hereto as Exhibit A. properly executed and acknowledged, conveying the CBT Units free and clear of all liens, encumbrances, assessments, security interests and other matters, except Northern assessments not yet due and owning, and subject to the rules and regulations of the Northern. Each Party shall execute and deliver at Closing all documents customarily required to close a transaction of this type. 11. Representations and Warranties. Seller hereby represents and warrants to Purchaser that, as of the date of the signing of this Agreement, the following: a. Seller has received no actual notice of, and has no other knowledge of, any litigation, claim or proceeding of any type, pending or currently threatened. which in any manner affects the CBT Units; and b. Seller has received no actual notice, and has no other knowledge of, any current, existing violations of any federal, state or local law, code, ordinance, rule, regulation, or requirement affecting the CBT Units; and C. Seller has the full right, power and authority to transfer and convey the CBT Units to Purchaser as provided in this Agreement and to carry out Seller's obligations under this Agreement; and d. To Seller's actual knowledge, each and every document, schedule, item and other information delivered or to be delivered by Seller to Purchaser hereunder, or made available to Purchaser for inspection hereunder, shall be true, accurate and correct; and e. To Seller's actual knowledge, Seller has not entered into any agreements with any private persons or entity or with any governmental or quasi -governmental entity with respect to the CBT Units that may result in liability or expenses to Purchaser upon Purchaser's acquisition of all or any portion of the CBT Units; and f. Other than the 2023 annual assessments due and owing to Northern upon Board approval of the transfer, Seller has received no actual notice of any special Northern assessments proposed as to the CBT Units; and Page 4of10