6.9. SR 4-15-2002 - Laserfiche WebLink

Home Browse Search

environmental studies described above. d. Indemnification. Each acquiring Party shall indemnify and hold the transferring Party and the transferring Party's Exchange Parcels harmless from and against any damages, losses, liens (including mechanic's liens), fines, penalties, or claims arising out of or relating to the inspection activities of such acquiring Party, its employees, agents and contractors. 8. NOTICE AND RIGHT TO CURE. Each Party shall be entitled to written notice of any default and shall have sixty (60) days from receipt of such notice to cure such default prior to the exercise of any remedy provided herein. The Parties agree to cooperate with each other in any and all attempts to cure any default within the default cure period. 9. MUTUAL REPRESENTATIONS, WARRANTIES AND COVENANTS. a. General. Each transferring Party represents, warrants and covenants to the acquiring Party, as of the date hereof and as of the Closing Date, that with respect to the transferring Party's Exchange Parcels: (1) There are no parties in possession of any portion of the Exchange Parcels as lessees, tenants at sufferance, or trespassers, and no party has been granted any license, lease, or other right relating to use or possession of the Exchange Parcels, other than rights of possession which will terminate on or before the Closing Date. (2) The transferring Party has not received notice of any default (nor is there any default) under any note, mortgage or contract for deed related to the Exchange Parcels, and each transferring Party covenants to not default thereunder nor to grant any liens, leases, easements, options, rights of refusal or contracts with respect to the Exchange Parcels. (3) To the best knowledge and belief of the transferring Party, there is no pending or threatened condemnation proceeding or similar proceeding or assessment affecting any part of the Exchange Parcels by any governmental authority. (4) To its best knowledge and belief, the transferring Party has not received any notice of any violation of (nor is there any violation of) any ordinance, regulation, law, or statute of any governmental authority or agency pertaining to the Exchange Parcels. (5) The execution and delivery of this Contract, the consummation of the transaction herein contemplated, and the compliance with terms of the Contract will not conflict with or, with or without notice or the passage of time or both, result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, loan agreement, contract for deed, or instrument to which the transferring Party is a party 2174122vl 6