RES 16900 - Laserfiche WebLink

I 116. Seller's Representations and Warranties. Seller represents and warrants to Buyer that the statements set forth in this Section 16 are true and correct as of the Effective Date, shall be true and correct as of the Close of Escrow, and shall survive the Close of Escrow. Seller shall notify Buyer of any facts that would cause any of the representations contained in this Agreement to be untrue as of the Close of Escrow. If Buyer reasonably believes that a fact materially and adversely affects the Property, Buyer shall have the option to terminate this Agreement by delivering written notice thereof to Seller. In the event Buyer elects to terminate this Agreement, all funds and documents deposited into escrow by or on behalf of Buyer shall be I returned to Buyer, and all rights and obligations hereunder shall terminate except as expressly stated herein. (i) Authority; Due Execution; Enforceability. Subject to any approvals required from HUD, which approvals shall have been obtained as a condition to Close of Escrow, Seller has the full right, power and authority to execute, deliver, and perform all obligations of Seller under this Agreement and all other instruments delivered or to be delivered by Seller prior to or concurrently with the Close of Escrow (collectively, the "Documents"), and the execution, delivery, and performance of this Agreement and the Documents by Seller have been duly authorized by all requisite actions. The persons executing this Agreement and the Documents on behalf of Seller have been duly authorized to do so. This Agreement and the Documents constitute valid and binding obligations of Seller, enforceable in accordance with their respective terms. (ii) No Conflict. Seller's execution, delivery and performance of its obligations under this Agreement and the Documents will not constitute a default or a breach under any contract, agreement or order to which Seller is a party, by which Seller is bound, or which affects the Property or any part thereof. Without limiting the generality of the foregoing, the sale of the Property pursuant to this Agreement does not violate the terms of any partnership, limited liability company agreement, or other agreement to which Seller or any of the individuals comprising Seller is a party, nor is the consent of any third party required for the sale of the Property pursuant to this Agreement except as expressly stated herein. (iii) No Litigation or Other Proceeding. No litigation or other proceeding (whether administrative or otherwise) is outstanding or has been threatened which would prevent, hinder or delay the ability of Seller to perform its obligations under this Agreement or any Documents. (iv) No tankruptcy. Seller is not the subject of a bankruptcy or insolvency proceeding. (v) Title. This Agreement and the Documents are collectively sufficient to transfer all of Seller's right, title and interest in and to the Property. To the best of Seller's actual knowledge, no person or entity has any right, title or interest in or to the Property or any portion thereof other than as set forth in the Title Report or disclosed in writing to Buyer. (vi) Governmental Compliance. To the best of Seller's actual knowledge, except as disclosed in writing to Buyer, Seller and the Property are in compliance with all zoning laws, building codes, environmental laws and all other laws, ordinances, rules, requirements, resolutions, policy statements and regulations of any governmental authority having jurisdiction 9 OAK#4845-6421-9189 v5