Reso 2015-2446 - Laserfiche WebLink

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Notice of Termination is delivered on or before 6:00 p.m. on the Inspection Completion Date,the parties shall be released from all further obligations each to the other under this Agreement, except those obligations which are specifically stated herein to survive the termination hereof, and the Deposit and all interest earned thereon shall be returned to Purchaser within 24 hours of such termination subject to the terms of an Escrow Agreement. In the event Purchaser is unable to complete its required due diligence within sixty (60) days, Purchaser may elect to extend the Inspection Completion Date for a reasonable period of time designated by Purchaser (not to exceed sixty(30) days), by providing such notice in writing to Seller. Purchaser, its agents, employees and representatives shall have access to the Property at all times subsequent to the Effective Date and prior to the Closing or earlier termination of this Agreement with full right to: (a) inspect the Property, and (b) to conduct any and all inspections, investigations and tests thereon, including, but not limited to, soil borings and hazardous waste studies, and to make such other examinations with respect thereto as Purchaser, its counsel, licensed engineers, surveyors, appraisers, or other representative may deem reasonably necessary("Due Diligence Investigations"). Any Due Diligence Investigations of the Property by. Purchaser and all costs and expenses in connection with Purchaser's Due Diligence Investigations of the Property shall be at the sole cost of Purchaser and shall be performed in a manner not to unreasonably interfere with Seller's ownership of the Property. Purchaser shall remove or bond any lien of any type, which attaches to the Property by virtue of any of Purchaser's Due Diligence Investigations. Upon completion of any such Due Diligence Investigations, Purchaser shall restore any damage to the Property caused by Purchaser's Due Diligence Investigations. Purchaser hereby indemnifies and holds Seller harmless from all loss, cost or expense, including, but not limited to, reasonable attorneys'fees and court costs resulting from Purchaser's Due Diligence Investigations in connection with the Property. Notwithstanding anything contained herein to the contrary, Purchaser shall not indemnify or hold Seller haiiiiless with respect to, and Purchaser shall not be required to, remove, remediate, dispose or otherwise deal with any "Hazardous Substance" (as hereinafter defined), samplings derived from the Property or property containing Hazardous Substances which it finds in connection with its Due Diligence Investigations of the Property. Within ten (10) business days of the Effective Date, Seller shall deliver to Purchaser hard copies of any surveys, engineering reports, inspections reports and environmental studies, if any, which Seller has in its possession for Purchaser's review. Additionally, Seller ' shall provide Purchaser such other documentation as Purchaser may reasonably request with respect to the Property. The provisions of this Paragraph 5 shall survive termination of this Agreement. 6. Seller's Representations. As a material inducement to Purchaser entering into this Agreement, Seller warrants and represents to and covenants with Purchaser that the following matters are true as of the Effective Date and that they will also be true as of Closing Date. Notwithstanding anything to the contrary herein, the effect of the representations and warranties made in this Agreement shall not be diminished or deemed to be waived by any inspections,tests or investigations made by Purchaser or its agents. Seller agrees to indemnify and hold harmless Purchaser from any and all claims, costs,judgments, damages, fees (including attorney's fees) repairs,or expenses incurred as a result of any breach of any warranty and representation. 4 r)