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the Property and the parties agree to execute a Termination of Purchase Agreement. <br />All of the conditions precedent set forth in this paragraph above are specifically stated <br />and agreed to for the sole and exclusive benefit of the Buyer and the Buyer shall have <br />the right to unilaterally waive any condition precedent by written notice to Seller. <br />4.2 Seller's Conditions Precedent The Obligations of Seller under this Agreement are <br />subject to the following conditions precedent: <br />4.2.1 The Buyer shall have performed all of the obligations required to be <br />performed by Buyer under this Agreement as and when required by this <br />Agreement. <br />4.3 Termination. This Agreement shall continue in full force and effect unless terminated <br />within the following times: <br />4.3.1 If all of the Conditions Precedent have not been timely satisfied then, this <br />Agreement maybe terminated, at the option of Buyer, by written notice <br />from Buyer to Seller within ten (10) days prior to the date set out in <br />Section 4.1 or prior if the failure of a Condition Precedent shall be known. <br />4.3.2 Unless terminated within the time and in the manner provided above, the <br />Conditions Precedent shall be conclusively considered to be satisfied or <br />waived and this Agreement shall continue in full force and effect. <br />4.4 Effects of Termination. Upon any such termination, except for disposition of the <br />Earnest Money (which is treated in Section 2.3 hereof), neither party will have any <br />further rights or obligations regarding this Agreement or the Property excepting only <br />the indemnification obligations contained in Section 3.1 and Article XI hereof. <br />4.5 Waiver. All the Conditions Precedent to Closing set forth in this Agreement are <br />specifically stated and agreed to be for the sole and exclusive benefit of the Buyer, <br />and the Buyer, shall have the right to unilaterally waive any Condition Precedent by <br />written notice to the Seller within the times provided above. <br />ARTICLE V <br />REPRESENTATIONS AND WARRANTIES, COVENANTS, <br />AND INDEMNIFICATION <br />The following representations and warranties are made by the Seller and Buyer. <br />5.1. Representations and Warranties b Ste. Seller represents and warrants to <br />Buyer as of the Effective Date, the Closing Date and all dates in between, as <br />follows: <br />5.1.1. To the best of Seller's knowledge, there are no parties other than the City, <br />its Park Department and it authorized park users, in possession of any part <br />Page 5 <br />