Resolution 2010-71 - Laserfiche WebLink

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Purchaser's sole expense. The Commitment, together with the Schedule B -2 documents referenced therein are referred to collectively herein as "Title Documents." The Title Documents, Survey, and any other document, report or information relative to the Property that is delivered to or obtained by Purchaser are sometimes collectively referred to herein as "Property Information." ARTICLE 3. REPRESENTATIONS AND WARRANTIES 3.1 Seller's Representations. Seller represents and warrants to Purchaser as of the date of this Agreement and as of the Closing Date as follows: 3.1.1 Seller is a municipal corporation duly organized and legally existing under the laws of the State of Colorado. The execution and delivery of this Agreement, and Seller's performance under this Agreement, are within Seller's powers and have been duly authorized by all necessary action and City ordinance. The person executing this Agreement on behalf of Seller has the authority so to act. 3.1.2 This Agreement constitutes the legal, valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms. 3.1.3 To Seller's actual, present knowledge, the performance by Seller under this Agreement is consistent with and not in violation of, and will not create any default under, any contract, agreement or other instrument to which Seller is a party, any judicial order or judgment of any nature by which Seller or the Property is bound. 3.1.4 Seller has not received any notices from any governmental authority that the Property is presently in violation of any applicable statutes, ordinances, codes, rules and regulations of any governmental authority having jurisdiction over the Property that has not been remedied. 3.1.5 To Seller's actual, present knowledge, Seller has received no notice alleging any violation of Environmental Laws (defined below) with respect to the Property. 3.1.6 There is no litigation pending or, to Seller's actual, present knowledge, threatened, which would affect the Property or Seller's ownership thereof. 3.1.7 Seller is not a "foreign person" within the meaning of Sections 1445(0(3) and 7701(a)(30) of the Internal Revenue Code and Seller will furnish to Purchaser at Closing an affidavit confirming the same. 3.1.8 The Properly will be conveyed by Seller to Purchaser free and clear of all leases, tenancies and rights of possession by other parties claiming through the City of Louisville. 3.1.9 Seller shall notify Purchaser in writing if, at any time prior to Closing, there are any material changes to the foregoing representations and warranties adverse to 1303396_1 4