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16. Seller's Representations and Warranties. Seller represents and warrants to <br /> Buyer that the statements set forth in this Section 16 are true and correct as of the Effective Date. <br /> shall be true and correct as of the Close of Escrow, and shall survive the Close of Escrow <br /> Seller shall notify Buyer of any facts that would cause any of the representations contained in <br /> this Agreement to be untrue as of the Close of Escrow If Buyer reasonably believes that a fact <br /> materially and adversely affects the Property, Buyer shall have the option to terminate this <br /> Agreement by delivering written notice thereof to Seller In the event Buyer elects to terminate <br /> this Agreement, all funds and documents deposited into escrow by or on behalf of Buyer shall be <br /> returned to Buyer, and all rights and obligations hereunder shall terminate except as expressly <br /> stated herein <br /> (i) Authority; Due Execution; Enforceability Subject to any approvals required <br /> from HUD, which approvals shall have been obtained as a condition to Close of Escrow. Seller <br /> has the full right, power and authority to execute. deliver, and perform all obligations of Seller <br /> under this Agreement and all other instruments delivered or to be delivered by Seller prior to or <br /> concurrently with the Close of Escrow (collectively, the "Documents"), and the execution. <br /> delivery, and performance of this Agreement and the Documents by Seller have been duly <br /> authorized by all requisite actions The persons executing this Agreement and the Documents on <br /> behalf of Seller have been duly authorized to do so This Agreement and the Documents <br /> constitute valid and binding obligations of Seller, enforceable in accordance with their respective <br /> terms <br /> (ii) No Conflict Seller's execution. delivery and performance of its obligations <br /> under this Agreement and the Documents will not constitute a default or a breach under any <br /> contract, agreement or order to which Seller is a party, by which Seller is bound, or which affects <br /> the Property or any part thereof Without limiting the generality of the foregoing, the sale of the <br /> Property pursuant to this Agreement does not violate the terms of any partnership, limited <br /> liability company agreement, or other agreement to which Seller or any of the individuals <br /> comprising Seller is a party, nor is the consent of any third party required for the sale of the <br /> Property pursuant to this Agreement except as expressly stated herein <br /> (iii) No Litigation or Other Proceeding No litigation or other proceeding (whether <br /> administrative or otherwise) is outstanding or has been threatened which would prevent, hinder <br /> or delay the ability of Seller to perform its obligations under this Agreement or any Documents <br /> (iv) No Bankruptcy Seller is not the subject of a bankruptcy or insolvency <br /> proceeding <br /> (v) Title This Agreement and the Documents are collectively sufficient to transfer <br /> all of Seller's right, title and interest in and to the Property To the best of Seller's actual <br /> knowledge, no person or entity has any right, title or interest in or to the Property or any portion <br /> thereof other than as set forth in the Title Report or disclosed in writing to Buyer <br /> (vi) Governmental Compliance To the best of Seller's actual knowledge, except as <br /> disclosed in writing to Buyer. Seller and the Property are in compliance with all zoning laws. <br /> building codes. environmental laws and all other laws, ordinances, rules. requirements <br /> resolutions. policy statements and regulations of any governmental authority having jurisdiction <br /> 9 <br /> OAK#4845-6421-9189 v5 <br />