5.2 EDSR 10-20-2014 - Laserfiche WebLink

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(d) Property. Nothing in this subparagraph shall be deemed a waiver of the City's ability to lawfully impose future special assessments on the Property as well as any assessments that may be agreed to by Buyer as part of the development of the Property. Buyer shall be responsible for any sanitary area charges, water area charges, water quality and other established City fees associated with its development of the Property. (e) Recording Costs. Seller will pay the cost of recording all documents necessary to place record title in Seller in the condition warranted by Seller in this Agreement. Buyer will pay the cost of recording all other documents. (f) Attorneys' Fees. Seller and Buyer shall each pay its own attorneys' fees in connection with the preparation and negotiation of this Agreement and the Closing, except that a party defaulting under this Agreement or any of its respective Closing Documents shall pay the reasonable attorneys' fees and court costs incurred by the nondefaulting party to enforce its rights regarding such default. 7) OPERATION PRIOR TO CLOSING. During the period from the Effective Date through the Closing Date (the "Executory Period"), Seller shall not execute any contracts, leases, or other agreements regarding the Property, nor perform any act that would impair or encumber the title to the Property or affect the condition of the Property. 8) REPRESENTATIONS, WARRANTIES BY SELLER. Seller represents and warrants to Buyer as follows, which representations and warranties shall be true and correct as of the Closing: (a) Organization; Authority. Seller has the requisite power and authority to execute and perform this Agreement and any Seller's Closing Documents to be signed by it; such documents have been (or will be prior to Closing) duly authorized by all necessary action on the part of Seller and at the Closing shall have been duly executed and delivered; such execution, delivery, and performance by Seller of such documents does not conflict with or result in a violation of any judgment, order, or decree of any court or arbiter to which Seller is a party, or any agreement by which Seller is bound; and such documents are and shall be valid and binding obligations of Seller, enforceable in accordance with their terms. (b) Title to Property. At Closing, Seller will own the Property and will obtain good marketable title, free and clear of all encumbrances, except those encumbrances listed in the Title Commitment. (c) Mechanic's Liens. All labor and materials which have been provided to the Property have been fully paid for or will be fully paid for, prior to the Closing Date. (d) Rights of Others to Purchase Property. Seller has not entered into any other contracts, agreements or understandings, whether oral or written, for the sale of all or any portion of the Property, and there are no existing rights of first refusal or options to purchase all or any portion of the Property, or any other rights of others that might prevent the consummation of this Agreement. 6 178525v7