4.9. SR 06-21-2021 - Laserfiche WebLink

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conditions that are unsatisfactory to the respective parry, said parry may elect either of the following options: (a) Terminate this Agreement as provided by statute; or (b) Proceed with the terms of this Agreement by waiving the contingency relating to the environmental condition. 4. PHYSICAL INSPECTION. The City and Copart shall each have the right from time to time prior to the Closing, to enter upon the respective property being exchanged, to examine the same and the condition thereof and to conduct such surveys and to make such engineering and other inspections, tests and studies as they determine to be reasonably necessary for their use of the property. All physical inspections shall be at the sole cost and expense of the parry making the same. The City and Copart will conduct all examinations and surveys of the respective properties in a manner that will not harm or damage the respective properties so that it cannot be restored to its prior condition or cause any claim adverse to either parry, and will restore the respective properties to the condition they were in prior to any such examination, immediately after conducting said examination. Copart and the City shall indemnify, defend, and hold harmless each other from any and all claims for injury or death to persons, damage to property or other losses or damages or claims, including, in each instance, reasonable attorneys' fees and litigation costs, arising out of the action of any person or firm entering upon the respective properties, which indemnity will survive the Closing and the termination of this Agreement without the Closing having occurred. 5. TITLE EXAMINATION. Title Examination will be conducted as follows: (a) Title Evidence. The City and Copart will, as soon as possible after the date of this Agreement, obtain at its own expense the following (collectively, "Title Evidence") for the property being transferred to them under this Agreement: (i) Title Commitment. A Commitment for Title Insurance issued by First American Title Insurance Company (the "Title Company" or "Title") for the property including proper searches covering bankruptcies and state and federal judgments, federal court judgment liens in favor of the U.S., liens, and levied and pending special assessments ("Title Commitment" or "Commitment"). (ii) Title Objections. The City and Copart shall have 10 business days after the later of the receipt of the Title Commitment or the Effective Date of this Agreement to provide the other parry with a copy of the Commitment and written objections. The City and Copart shall be deemed to have waived any title objections not made within the 10-day period above, except that this shall not operate as a waiver of either parry's covenant to deliver a Limited Warranty Deed under this Agreement. 215118v12 2