Reso 2007-1120 - Laserfiche WebLink

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9.2 Conditions to Seller's Obligations. Each of the following events or occurrences (the "Seller's Conditions Precedent") shall be a Condition Precedent to Seller's obligation to close this transaction. If the Seller's Conditions Precedent have not been satisfied on or before the Closing Date (as the same may be adjourned pursuant to this Agreement), Buyer shall have thirty (30) days aner Seller delivers to Buyer written notice of such unsatisfied Seller's Condition Precedent within which to satisfy the unsatisfactory condition and should Buyer not have done so within said 3D-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 3D-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 I D-day extension provided in Section 9.2 above, 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 the Option, Buyer shall accept the Property in its "AS IS" condition on the Closing Date, "with all faults" and specifically and expressly without any reduction in the Purchase Price fOl any change in such condition for any reason subsequent to the date of this Agreement. Without limiting the generality of the foregoing, no destruction, damage or casualty to the Property or any part thereof shall in any way impair this Agreement nor relieve Buyer of its obligation to consummate this transaction, If, prior to the Closing, any part of the Propelty is damaged or destroyed, then, if Buyer exercises or has exercised the Option, at the Closing, Seller shall assign to Buyer all of Seller's rights to any and all insurance proceeds payable for such casualty and shall pay to Buyer any and all such insurance proceeds theretofore paid to Seller by reason thereof and Buyer shall purchase the Property for the full Purchase Price pursuant to this Agreement. 10.2 No Implied or Unwritten Representations. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7 OF THIS AGREEMENT, SELLER HAS NOT, DOES NOT AND WILL NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THE PROPERTY, WHETHER EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTAI3ILlTY, HABITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, OR WITH Eric Feder 10