4.7. SR 12-19-2016 - Laserfiche WebLink

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and Seller agree to prepay at the Closing their share of the general real estate taxes and special assessments allocated to their property for the entire year of Closing. The obligations of Purchaser and Seller contained in this Section shall survive Closing and delivery of the deed. ARTICLE 7 - COMMISSIONS 7.1 Brokerage Commissions. Seller represents and warrants that it has not been involved with any real estate brokers or agents on its behalf in connection with the transaction contemplated under this Agreement and that no commissions or costs are owed or being paid to any real estate broker or agent in connection with this transaction. Purchaser represents and warrants that it has not been involved with any real estate brokers or agents on its behalf in connection with the transaction contemplated under this Agreement and that no commissions or costs are owed or being paid to any real estate broker or agent in connection with this transaction. Purchaser and Seller agree to indemnify and hold harmless the other party from any loss, liability, cost, damage or expense resulting from, or relating to, the breach of its representation under this Section and any claim for real estate commissions or costs resulting from the indemnifying party's actions in connection with this transaction not provided for above. These obligations of Purchaser and Seller shall survive Closing or any termination of this Agreement. ARTICLE 8 EMINENT DOMAIN 8.1 Eminent Domain. If eminent domain proceedings, other than any eminent domain proceedings that the Seller may decide is necessary for Seller to acquire Parcel I are commenced prior to the Closing against all or any part of the Property prior to it being conveyed to Purchaser, Seller shall immediately give written notice to Purchaser, together with a legal description of the property being taken, and Purchaser shall have the right, at its option, to terminate this Agreement by giving written notice within 15 days of Seller's notice. If Purchaser gives notice of termination of the Agreement under this Section, the Agreement shall terminate and the Earnest Money shall be returned to Purchaser. If Purchaser does not give notice of termination, then the parties shall proceed to Closing, with no reduction in the Purchase Price, and Seller shall assign to Purchaser all of Seller's right, title and interest to appear in and receive any award from such proceeding. In the event any awards are made prior to Closing, Seller shall place such awards in escrow with the Title Company, which will release such awards to Purchaser upon Closing or to Seller upon termination of this Agreement. ARTICLE 9 - DEFAULT AND REMEDIES 9.1 Default. Purchaser or Seller shall be in default under this Agreement if either fails to observe, perform or comply with any term, condition or obligation of this Agreement and such failure continues for a period of 10 days after written notice of the failure to the Purchaser or Seller from the other party. 9.2 Remedies. Upon default by a Purchaser or Seller, the other party shall have the following remedies: a) Purchaser's Remedies. Upon Seller's default under this Agreement, then the remedies available to Purchaser shall be (1) to terminate this Agreement pursuant to law by written notice to Seller and to receive the return of the Earnest Money prior to the Closing of the first parcel of Property, and (2) to seek specific performance of this Agreement on or before six months after Seller's default during which time the Closing will be postponed until such time as Seller has cured its default, and (3) to seek any remedy or damages available at law or in equity. All rights, powers, options or remedies available to Purchase Agreement Page 9 of 13 469680v2 SJS EL185-36