RES 02022 - Laserfiche WebLink

4.2 4.3 4.4 4.1.5 Purchaser shall (i) repair any damage to the Property caused by Purchaser, (ii) return the Property to the condition it was in prior to Purchaser's entry thereon to conduct his investigation and testing activities, and (iv) keep all matters contained in such reports, tests and studies confidential (except for disclosures to Purchaser's employees, agents and consultants in connection with its evaluation of the Property, and for disclosures required by law or legal process). Indemnity. Purchaser shall indemnify, defend and hold City harmless of and from any and all loss, cost, damage, injury or expense arising out of or in any way related to claims for work or labor performed, materials or supplies furnished or injury to persons or property resulting from Purchaser's activities on the Property pursuant to this Article 4. Copies of Reports. If this Agreement is terminated for any reason, Purchaser shall deliver to City, without cost, expense or liability to City, copies of all reports (and test results) obtained or made by Purchaser from third parties in connection with the Property. Obligation of City. All obligations of Purchaser under this Article 4 shall survive Close of Escrow or termination of this Agreement for any reason. 5.1 5.2 5.3 5.4 ARTICLE 5 - MISCELLANEOUS Binding on Successors. The terms, covenants and conditions herein contained shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that Purchaser shall not assign Purchaser's interest in this Agreement and the Property without the prior written consent of City, which consent may be withheld in City's sole and absolute discretion. Merger. Except for those obligations hereunder which are expressly intended by the parties to survive the Closing, the delivery of the Deed and any other documents and instruments by City and the acceptance and recordation thereof by Purchaser shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Purchaser and City to be performed hereunder. Attorneys' Fees. In the event of any litigation regarding the rights and obligations of the parties under this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees (including those of in-house counsel) and court costs. Prior to filing litigation, the parties will mediate any disagreements concerning the rights and obligations under this Agreement. Notices. All notices or other communications required or permitted hereunder shall be in writing and either delivered by hand delivery (including receipted express courier or delivery service) or electronic mail (e.g., telecopy) or deposited in the United States mail first-class, postage prepaid and addressed as follows: 6