Laserfiche WebLink
<br />9.3 Except as otherwise set forth in Sections 9.1 or 9.2 above, in the event any ofthe <br />conditions set forth in Sections 9.1 or 9.2 are not fulfilled or waived by the party intended to be <br />benefited thereby, then by notice from the party intended to be so benefited to the other, this <br />Agreement shall terminate and all rights and obligations and the parties shall not have any <br />obligations accruing following such termination except those which explicitly survive. In such <br />event, the Escrow Deposit shall be returned to AGENCY, subject to Section 4.1 above, and <br />AGENCY shall promptly deliver to SELLER all documents previously obtain from SELLER <br />and all copies thereof. Either party may, at its election, at any time or times on or before the date <br />specified for the satisfaction of the condition, waive in writing the benefit of any of the <br />conditions set forth in Sections 9.1 and 9.2 above. If a party does not give timely notice to the <br />other of its approval of a condition precedent for its benefit, that party shall be deemed to have <br />approved such condition and such condition shall be deemed to have been satisfied. The consent <br />to the Close of Escrow for the purchase of the Property pursuant to this Agreement shall waive <br />any remaining unfulfilled conditions in favor of the consenting party. <br /> <br />10. REPRESENTATIONS AND WARRANTIES <br /> <br />10.1 SELLER's Representations and Warranties. SELLER hereby represents and warrants to <br />AGENCY that, except as provided in the Seller's Documents and in the Permitted Exceptions, <br />the following facts are true and correct as of the Effective Date and shall be true and correct as of <br />Close of Escrow unless AGENCY is otherwise notified by SELLER: <br /> <br />A. SELLER has full right, title and authority to convey the Property to AGENCY in <br />accordance with this Agreement and to carry out SELLER's obligations hereunder; <br />B. To SELLER's actual knowledge, no third party has any option or right of first refusal to <br />acquire the Property or any interest therein; <br />C. To SELLER's actual knowledge, SELLER has received no written notice of any lien, or <br />threatened or pending action to establish an interest in the Property by any third party or of any <br />proceeding which may result in the issuance of such notice; <br />D. To SELLER's actual knowledge, except for the Residential Leases provided to AGENCY <br />as part of Seller's Documents, there are no oral or written leases, occupancy, or license <br />agreements covering all or any portion of the Property; <br />E. To SELLER's actual knowledge, SELLER has received no written notice of any existing <br />claims, suits, actions or legal proceedings, pending or threatened, which may affect the Property, <br />except as disclosed to AGENCY; <br />F. To SELLER's actual knowledge, SELLER has received no written notice of any sums <br />due, owing or unpaid for labor or materials furnished to the Property at the request or for the <br />benefit of SELLER which might give rise to a mechanic's lien; <br />G. To SELLER's actual knowledge, SELLER has received no notice that any of Seller's <br />Documents are incomplete or inaccurate in any material respect; <br />H. The individual executing this Agreement, and the agreements, instruments or other <br />documents on behalf of SELLER has been duly authorized to bind SELLER to the terms and <br />conditions hereof and thereof. <br /> <br />The continued validity of the representations and warranties described in this Agreement <br />shall be a condition to AGENCY's obligation to close Escrow. Any material failure of such a <br />condition shall give rise to AGENCY's right to terminate this Agreement prior to the Close of <br /> <br />13 <br />