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9. Seller Warranties. The Seller hereby represents and warrants to the Buyer as <br />of the Closing Date that: <br />(a) Title. The Seller has good, indefeasible and marketable fee simple title to the <br />Property. <br />(b) Condemnation. There is no pending or, to the actual knowledge of the Seller, <br />threatened condemnation or similar proceeding affecting the Property or any portion thereof, <br />and the Seller has no actual knowledge that any such action is contemplated. <br />(c) Legal Compliance. The Seller has complied with all applicable laws, <br />ordinances, regulations, statutes, rules and restrictions Pertaining to and affecting the <br />Property and the Seller shall continue to comply with such laws, ordinances, regulations, <br />statutes, rules and restrictions, <br />(d) Legal Capacity. The Seller has the legal capacity to enter into this <br />Agreement. The Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the <br />last year under the United States Bankruptcy Code, nor has any petition for bankruptcy or <br />receivership been filed against the Seller within the last year. <br />(e) Sewer and Water. The Seller warrants that the Property is connected to City <br />sewer and City water. <br />(f) Mechanics' Liens. The Seller warrants that, prior to the closing, the Seller shall pay <br />in full all amounts due for labor, materials, machinery, fixtures or tools furnished within the 120 <br />days immediately preceding the closing in connection with construction, alteration or repair of any <br />structure upon or improvement to the Property. <br />(g) Legal Proceedings. There are no legal actions, suits or other legal or <br />administrative proceedings, pending or threatened, that affect the Property or any portion <br />thereof; and the Seller has no knowledge that any such action is presently contemplated, <br />(h) Leases. The Seller represents that the Property is currently being ]eased to <br />. The Seller has provided the tenant with the required notice of its intent to <br />terminate the lease. The Seller represents that the lease will be terminated prior to the Closing <br />Date. With the exception of this lease, the Seller represents that there are no other third parties in <br />possession of the Property, or any part thereof; and that there are no other ]cases, oral or written <br />affecting the Property or any part thereof. <br />(i) Broker Commission. The Buyer represents to the Seller that it has not utilized <br />the services of any real estate broker or agent in connection with this Agreement or the <br />transaction contemplated by this Agreement. The Seller represents to the Buyer that the Seller <br />has not utilized the services of any real estate broker or agent in connection with this Agreement or <br />the transaction contemplated by this Agreement. Each party agrees to indemnify, defend, and <br />hold harmless the other party against and in respect of any such obligation and liability based in <br />any way upon agreements, arrangements, or understandings made or claimed to have been made by <br />k, <br />5050450 SJS ELI 8 5-13 <br />