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<br />(e) No Prorations. As the Property is currently owned by a public
<br />agency, no prorations of property taxes and assessments will be required.
<br />6. As Is Conveyance. Notwithstanding anything to the contrary in this Agreement,
<br />this sale is made and will be made without representation, covenant, or warranty of any kind by
<br />City. As a material part of the consideration for this Agreement, Purchaser agrees to accept the
<br />Property on an “as is” and “where is” basis, with all faults, and without any representation or
<br />warranty, all of which City hereby disclaims. No warranty or representation is made by City as to
<br />fitness for any particular purpose, merchantability, design, quality, condition, operation or income,
<br />compliance with drawings or specifications, absence of defects, absence of hazardous or toxic
<br />substances, hazardous materials, hazardous wastes, absence of faults, flooding, or compliance with
<br />laws and regulations including, without limitation, those relating to health, safety, and the
<br />environment. Purchaser acknowledges that it has entered into this Agreement with the intention
<br />of making and relying upon its own investigation of the physical, environmental, economic use,
<br />compliance, and legal condition of the Property and that Purchaser is not now relying, and will not
<br />later rely, upon any representations and warranties made by City or anyone acting or claiming to
<br />act, by, through or under or on City’s behalf concerning the Property. The provisions of this
<br />Section 6 shall survive indefinitely any closing or termination of this Agreement.
<br />.
<br />7. Remedies. In the event of a breach or default under this Agreement by City prior
<br />to Close of Escrow, Purchaser reserves the right to either (a) seek specific performance from City
<br />or (b) to do any of the following: (i) to waive in writing the breach or default and proceed to close
<br />as provided herein; (ii) to extend the time for performance and the Closing Date until City is able
<br />to perform; or (iii) to terminate this Agreement upon written notice to City, whereupon City shall
<br />cause Escrow Holder to return to Purchaser any and all sums placed into the Escrow by Purchaser,
<br />and except for the rights and obligations expressly provided to survive termination of this
<br />Agreement, neither party shall have any further obligations or liabilities hereunder. In the event
<br />of a breach or default under this Agreement by Purchaser prior to Close of Escrow, City shall have
<br />all remedies available at law or equity.
<br />8. Brokers. Each Party represents that no real estate broker has been retained by it in
<br />the procurement of the Property or negotiation of this Agreement. Each Party shall indemnify,
<br />hold harmless and defend the other Party from any and all claims, actions and liability and any
<br />commission, finder’s fee, or similar charges from such Party’s broker, and its respective
<br />employees, agents, consultants and contractors.
<br />9. Assignment. Absent an express signed written agreement between the Parties to
<br />the contrary, neither City nor Purchaser may assign its rights or delegate its duties under this
<br />Agreement without the express written consent of the other. No permitted assignment of any of
<br />the rights or obligations under this Agreement shall result in a novation or in any other way release
<br />the assignor from its obligations under this Agreement.
<br />10. Miscellaneous.
<br />10.1 Attorneys’ Fees. If any party employs counsel to enforce or interpret this
<br />Agreement, including the commencement of any legal proceeding whatsoever (including
<br />insolvency, bankruptcy, arbitration, mediation, declaratory relief or other litigation), the prevailing
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