Resolution 2016-73 - Laserfiche WebLink

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c. If any part of the Property is condemned, or if proceedings for such condemnation are commenced or notice of condemnation is received by Seller from a condemning authority other than Buyer prior to the date of closing on the Property; or d. If Buyer determines in its sole discretion, and based on any inspections conducted pursuant to Paragraph 17, that there exists a unsatisfactory physical condition of the Property; or e. In the event any action whatsoever is commenced by the third party to defeat or enjoin the Buyer's performance under this Contract (except that such action cannot be commenced by Buyer); or f. If either Party as Buyer elects to terminate the Contract pursuant to Paragraph 19, such Buyer shall provide written notice to the other Party as Seller declaring this Contract terminated, whereupon all things of value received hereunder shall be immediately returned to such Buyer, and both Parties shall be released from this Agreement. Each Party as Buyer shall exercise its nghts to terminate under Paragraphs 19.b and 19.d, if at all, at least twenty (20) days prior to closing. Either Party as Buyer may exercise its rights to terminate under Paragraphs 19.a, 19.c and 19.e at any time prior to closing. REAL ESTATE COMMISSION 21. Neither party has engaged the services of any real estate agent or broker, and no commission is owed by either party in this transaction. 608 STUDIOS' PROPERTY NOT SUBJECT TO LEASE 22. 608 Studios agrees that all leaseholds interests in any portion of the 608 Property shall be terminated prior to Closing. 608 Studios agrees that 608 Studios shall be solely responsible for and shall indemnify and protect the City from and against any liabilities or claims relating to such leases of 608 Studios' Property. The City agrees that all leaseholds interests in a portion of the City's Property shall be terminated prior to Closing. The City agrees that the City shall be solely responsible for and shall, to the extent allowed by law, indemnify and protect 608 Studios from and against any liabilities or claims relating to such leases of the City's Property. NO DEVELOPMENT 23. Each of 608 Studios and City agrees that during the term of this Contract and through the date of delivery of possession of the Party's Property to the other Party, neither 608 Studios nor City shall develop such Party's Property in any manner, including without limitation, constructing any additional improvements or structures on such Party's Property, leasing mineral rights for the Property, or disturbing the surface of the Property except for routine maintenance. In no event shall this prohibition to develop continue beyond the earlier of: a) the termination of this Contract by either party; or b) the date of closing as provided for in paragraph 9 hereof. TAX CONSEQUENCES 9