Laserfiche WebLink
<br />Escrow and to return of the Escrow Deposit. All of the representations and warranties set forth <br />in this Agreement shall be deemed remade as of the Close of Escrow and shall survive the <br />delivery and recordation of the Grant Deed for a period of six (6) months (the "Limitation <br />Period"). <br /> <br />If AGENCY, within the Limitation Period, gives notice to SELLER of any breach of <br />such representations or warranties and if SELLER fails to cure such breach within thirty (30) <br />days following the giving of such notice, or, if such breach cannot reasonably be cured within <br />thirty (30) days, an additional reasonable time period, so long as such cure has been commenced <br />within such thirty (30) days and has been diligently pursued. If SELLER fails to cure such <br />breach after actual written notice and within such cure period, AGENCY's sole remedy shall be <br />an action at law for damages as a consequence thereof, which must be commenced, if at all, <br />within thirty (30) days after the last day SELLER was entitled to cure such breach hereunder or <br />the day SELLER provided AGENCY with notice of termination of such cure. <br /> <br />If prior to the Closing Date, information or notices come to the attention of AGENCY or <br />SELLER such that anyone or more of the warranties or representations contained in Section 10 <br />could not be made by SELLER as of the Closing Date, each shall notify the other of such <br />information (the "New Information"). Upon receiving the New Information, AGENCY shall <br />have the right to terminate this Agreement within five (5) business days after receipt of the New <br />Information by delivering written notice of same to SELLER and SELLER shall promptly refund <br />the Escrow Deposit in full to AGENCY. Failure to so deliver notice shall be deemed waiver of <br />the right to so terminate, and the relevant warranty shall be deemed to be amended in accordance <br />with the New Information. Provided that a Seller Event of Default has not occurred, SELLER <br />shall have no liability to AGENCY or otherwise for such New Information or for any <br />termination of this Agreement as a result thereof. <br /> <br />10.2 AGENCY's Representations and Warranties. AGENCY hereby represents and warrants <br />to SELLER that the following facts are true and correct as of the Effective Date and shall be true <br />as of the Close of Escrow. <br /> <br />A. All requisite action has been taken by AGENCY to authorize AGENCY's execution of <br />this Agreement, the agreements, instruments or other documents to be executed by AGENCY <br />pursuant to this Agreement and the consummation of this transaction. Subject to AGENCY's <br />conditions to closing set forth in Section 9, above, when AGENCY removes the inspection and <br />review contingency contained in Section 5, above, no consent of any AGENCY officer, creditor, <br />judicial or administrative body, governmental or quasi-governmental authority or other third <br />party, will be required for AGENCY to consummate the transaction contemplated hereby. <br />B. The individuals executing this Agreement, and the agreements, instruments or other <br />documents to be executed by AGENCY pursuant to this Agreement on behalf of AGENCY each <br />have been duly authorized to bind AGENCY to the terms and conditions hereof. <br /> <br />11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES <br /> <br />All covenants, representations, warranties and indemnifications given by the respective parties <br />are made as of the date of this Agreement and as of the Closing and shall not be deemed to be <br /> <br />14 <br />