9.2.B. PRSR 12-14-2005 - Laserfiche WebLink

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Agreement. 4.3 Termination. This Agreement shall continue in full force and effect unless terminated within the following times: 4.3.1 If all of the Conditions Precedent have not been timely satisfied then, this Agreement may be terminated, at the option of Buyer, by written notice from Buyer to Seller within ten (10) days prior to the date set out in Section 4.1 or prior if the failure of a Condition Precedent shall be known. 4.3.2 Unless terminated within the time and in the manner provided above, the Conditions Precedent shall be conclusively considered to be satisfied or waived and this Agreement shall continue in full force and effect. 4.4 Effects of Termination. Upon any such termination, except for disposition of the Earnest Money (which is treated in Section 2.3 hereof), neither party will have any further rights or obligations regarding this Agreement or the Property excepting only the indemnification obligations contained in Section 3.1 and Article XI hereof. 4.5 Waiver. All the Conditions Precedent to Closing set forth in this Agreement are specifically stated and agreed to be for the sole and exclusive benefit of the Buyer and/or Seller, as applicable, and the Buyer and/or Seller, as applicable, shall have the right to unilaterally waive any Condition Precedent by written notice to the other, as applicable, within the times provided above. ARTICLE V REPRESENTATIONS AND WARRANTIES, COVENANTS, AND INDEMNIFICATION The following representations and warranties are made by the Seller and Buyer. 5.1. Representations and Warranties by Seller. Seller represents and warrants to Buyer as of the Effective Date, the Closing Date and all dates in between, as follows: 5.1.1. Seller is a Minnesota Corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota. Seller has the full right and authority to enter into this Agreement and consummate the transactions contemplated herein, all of which have been duly authorized pursuant to all requisite action. The natural persons signing this Agreement on behalf of Seller are authorized to do so. 5.1.2. To the best of Seller's knowledge, there are no parties other than the City, it's Park Department and it authorized park users, in possession of any part of the Property, and there are no rights of possession which have been granted to any third party whatsoever except than to the City, its Park Page 6 Version Date: 12/8/05 S:\PARK & 12EC\12 74 OS Paoket\PUrchese Agreement v12072005.doc