Reso 2001-342 - Laserfiche WebLink

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have done so within said 10-day period, Seller shall have the right to either (i) exercise any and all remedies available under this Agreement or at law or in equity, including terminating this Agreement and receiving and retaining all Escrow Funds, whereupon Buyer and Seller shall be relieved of all further obligations under this Agreement, except for those that expressly survive termination of this Agreement; or (ii) waive the condition and close: (a) Representations. The representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects on the Closing Date subject to the 10-day extension provided in Section 9.2 above. (b) Buyer's Obligations. Buyer shall have performed in all material respects all covenants, agreements, and obligations and complied in all material respects with all conditions required by this Agreement to be performed or complied with by Buyer on or prior to Closing Date (as the same may be adjourned pursuant to this Agreement) subject to the lO-day extension provided in Section 9.2 above. 9.3 Contingency for Probate Court Approvals. This Agreement is subject to, and the Closing is contingent upon, any approval of this Agreement required to be obtained from the court(s) in which the estate of the Seller is being probated or subject to probate (the "Probate Court"). Seller agrees that promptly after execution of this Agreement, Seller, at its expense, shall request the Probate Court to approve this Agreement, and shall make a good faith effort to obtain such approval. Buyer agrees that, as, when and if requested by Seller, Buyer, at its expense, shall cooperate with Seller in order to obtain such approval. Seller agrees to provide to Buyer, at Buyer's expense, such information as Buyer may reasonably request in writing regarding the Probate Court proceedings that are undertaken to obtain such approval and to notify Buyer promptly after such approval has been obtained. If the Probate Court denies such approval, then this Agreement shall automatically terminate upon such denial. Notwithstanding anything to the contrary, if the Probate Court has neither approved this Agreement nor rejected Seller's request for such approval on or prior to the one hundred and twentieth (120th) day after the Effective Date of this Agreement, then Buyer may notify Seller that this Agreement will be terminated if such approval is not received within ten (10) days after such notice is received. In the event that such a notice is sent and such approval is not received on or prior to such tenth (10th) day, then this Agreement shall automatically terminate on the eleventh (11th) day after such notice has been received. In any event, this Agreement shall automatically terminate on the one hundred and eighty-first (181 st) day after the date of this Agreement if the Probate Court has neither approved this Agreement nor rejected Seller's request for such approval on or prior to the one hundred and eightieth (180th) day after the date ofthis Agreement. Upon any termination of this Agreement pursuant to this Section 9.3, the Escrow Funds shall be paid forthwith to Buyer provided that Buyer had timely exercised the Option in the manner required under this Agreement, and the parties hereto shall be relieved of all further obligations and liabilities under this Agreement other than those that expressly survive termination of this Agreement. 10. Condition of the Property. 10.1 "AS IS" Sale. As provided in Section 4 above, Buyer will have during the Inspection Period, the opportunity to investigate such matters pertaining to the Property and to inspect the Property to the extent that Buyer deems necessary. Accordingly, if Buyer exercises 1-MI/413923.3 11