8N Consent 2008 0902 - Laserfiche WebLink

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DRAFT 8/20/08 Section 10. A~ency's Conditions to Closing. The close of escrow and Agency's obligation to purchase the Property are conditioned upon: A. The performance by Property Owner of each obligation to be performed by Property Owner under this Agreement within the applicable time period, or the waiver by Agency of such obligation; B. Property Owner's representations and warranties contained in this Agreement and the Lease being true and correct as of the Effective Date and the close of escrow; C. Commitment by Title Company to issue and deliver the Title Policy, subject only to the Permitted Exceptions; and D. Agency's approval of the condition of the Property pursuant to Section 11. Should any condition to closing fail to occur, excepting any such conditions that have been waived by Agency, Agency shall have the right, exercisable by giving written notice to Property Owner, to cancel the escrow, terminate this Agreement, and recover any and all amounts paid by Agency to Property Owner or deposited with the Escrow Agent by or on behalf of Agency, including the Purchase Price. The exercise of this right by Agency shall not constitute a waiver by Agency of any other rights Agency may have at law or inequity. Section 11. Agency's Additional Conditions to Closing. Notwithstanding any prior inspections of the Property by Agency, Agency's obligation to purchase the Property is also conditioned upon Agency's review and approval of the condition of the Property pursuant to this Section. Property Owner and Agency agree that except as set forth in the Lease or in this Agreement, neither Property Owner nor any agent or representative of Property Owner has made any representations or warranties regarding the Property, including without limitation any representations or warranties concerning the Property's physical condition, access, zoning laws, environmental matters, utilities, physical equipment or fixtures on the Property, or any other matter affecting the Property or the use of the Property; and Agency has not relied and will not rely on any implied warranties, guaranties, statements, representations, or information about the Property, whether made by Property Owner or any agents or representatives of Property Owner except as set forth in the Lease or this Agreement. Agency has examined the Property, is familiar with its physical or environmental condition and accepts the Property in its "as is" condition. Agency reserves the right to perform a standard Phase I and Phase II environmental review and analysis of the Property. Property Owner has not made and does not make any representations as to the physical or environmental condition of the Property except as set forth in the Lease or this Agreement. Section 12. Intentionally omitted. Section 13. Covenants. Commencing with the full execution of this Agreement by both Parties and until the Close of Escrow: s39zzs-6 5 PURCHASE AND SALE AGREEMENT 262 DAMS STREET