Reso 2008-1264 - Laserfiche WebLink

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Escrow Funds (or any portion thereof) into a court of appropriate jurisdiction and all costs to the Escrow Agent in connection therewith shall be assessed against the Escrow Funds. In such event, the Escrow Agent shall be relieved of all liability with respect to the Escrow Funds so deposited. Seller and Buyer each agree to indemnify and hold the Escrow Agent harmless from and against any loss or liability (including reasonable attorney's fees and disbursements and court and litigation costs) incurred by the Escrow Agent as a result of any dispute regarding the Escrow Funds or in any way arising from the performance of its obligations under this Agreement or otherwise with respect to the Escrow Funds, except for the gross negligence or willful misconduct of the Escrow Agent. The fact that the Escrow Agent is acting as escrow holder under this Agreement shall not in any way prevent it from representing Seller with respect to any litigation arising out of this Agreement or from representing Seller in any other capacity. 4. Inspections. Buyer shall have until the Option Acceptance Date, but no later than the Option Expiration Date (the "Inspection Period") to make any inspections it deems necessary, all at Buyer's sole cost and expense. Buyer may in its sole discretion consider the results of such inspections in deciding whether to exercise the Option, but that neither the resul ts of any such inspect ions (including, without limi ta tion, any of investigations or determinations specifically mentioned in this Section 4) nor any failure of Buyer to perform or obtain the results of any such inspections shall be a condition to the performance of Buyer's obligations under this Agreement nor entitle Buyer to receive a refund of all or any portion of the Option Fee, unless expressly provided for in this Agreement. 4.1 Services and Compliance. Our ing the Inspection Period, Buyer may determine that the Property has adequate services available and that all federal, state, county and local laws, rules and regulations have been and are currently being complied with relative to the Property. 4.2 Environmental. During the Inspection Period, Buyer shall have access to the Property for purposes of conducting any tests upon the Property, including but not limited to, at its sole cost and expense, obtaining and accepting a satisfactory Phase I Environmental Audit, engineering and topographical studies, as buyer In its sole discretion deems necessary so long as it does not unduly