4.9 SR 07-18-2022 - Laserfiche WebLink

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8. TITLE: Buyer may, within a reasonable time after signing this Agreement, obtain evidence of title in a form acceptable to Buyer. Buyer shall provide a copy of such evidence to Sellers promptly after receipt. Buyer shall be allowed fifteen (15) days after receipt thereof for examination of said title and the making of any objections thereto, said objections to be made in writing or deemed to be permitted encumbrances (“Permitted Encumbrances”). If any objections are so made, Sellers shall be allowed thirty (30) days after the making of Buyer’s objections to cure such objections, but shall have no obligation to do so. If such objections are not cured within such thirty (30) days after the making of Buyer’s written objections as above provided, Buyer may (1) waive the objection and proceed to Closing and all encumbrances which Sellers have not agreed in writing to cure at or prior to Closing shall become Permitted Encumbrances, or (2) cancel and terminate this Agreement and neither party shall be liable for damages hereunder to the other party. 9. DEFAULT: If Buyer shall default in any of the covenants contained in this Agreement and continue into default for a period of ten (10) days, then and in that case, Sellers may terminate this Agreement by written notice as Sellers’ exclusive remedy. If Sellers are in default of any of the terms herein, and continue into default for a period of ten (10) days, Buyer may (i) terminate this Agreement, or (2) bring an action for specific performance provided that any action therefor is commenced within six (6) months after such right arises. Buyer may also bring a claim for actual damages for its actual out-of-pocket expenses related to this Agreement, as a result of Sellers’ default. 10. OTHER GENERAL AND SPECIAL WARRANTIES: a. Mechanic's Liens: Sellers warrant that, prior to the closing date, Sellers have made any and all payments in full for all labor, materials, machinery, fixtures or tools furnished at the direction of Sellers within the 120 days immediately preceding the closing date in connection with construction, alteration or repair of any structure on or improvement (including, but not limited to grading and landscaping) to the Property, if any, or will make such payments in the ordinary course and prior to any delinquency. b. Notices: Sellers warrant that Sellers have not received any notice from any governmental authority as to violation of any law, ordinance, or regulation pertaining to the Property. If the Property is subject to restrictive covenants, Sellers warrant that Sellers have not received any notice from any person or authority as to a breach of the covenants. Any notices received by Sellers shall be provided to Buyer promptly following receipt. c. Sellers’ Affidavit: Sellers warrant that they will execute and deliver a customary Affidavit Regarding Sellers at closing. 11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES: All of the representations and warranties of the parties hereto contained in this agreement shall survive the closing of the transaction contemplated herein and the delivery of any documents provided 2 222232v2