RES 16900 - Laserfiche WebLink

(v) shall immediately notify Buyer if Seller becomes aware of a factual basis for any condemnation, environmental proceeding, special assessment proceeding, zoning action, land use or other litigation or proceeding against Seller or the Property that could detrimentally affect the Property or the use, ownership, development, sale or value of the Property. 19. 3 uuyer's Representations, Warranties and Covenants. Subject to Section 44, Buyer represents, warrants and covenants that this Agreement and all other documents delivered in connection herewith, prior to or at the Close of Escrow: (i) have been duly authorized, executed, and delivered by Buyer; (ii) are binding obligations of Buyer; and (iii) do not violate the provisions of any agreement to which Buyer is a party. Buyer further represents and warrants that the persons who have executed this Agreement on behalf of Buyer have are duly authorized to do so,that Buyer has the legal right to enter into this Agreement and to perform all of its terms and conditions, and that Agreement is enforceable against Buyer in accordance with its terms. 20. Damage and Destruction; Condemnation. 20.1 iiamage and I estruction. In the event of any damage or other loss to the Property, or any portion thereof, caused by fire or other casualty prior to the Close of Escrow, Buyer shall not be entitled to terminate this Agreement, but shall be obligated to close the escrow and purchase the Property as provided in this Agreement, without abatement in the Purchase Price, provided that Seller shall assign and transfer to Buyer all of Seller's rights under any insurance policy covering the damage or loss, and all claims for monies payable from Seller's insurer(s) in connection with the damage or loss to the Property. 20.2 Condemnation. If, prior to the Close of Escrow, any portion of the Property shall be condemned or becomes the subject of any pending or threatened condemnation action, Seller shall promptly notify Buyer thereof. If the condemnation or the pending or threatened condemnation action relates to all, or in Buyer's reasonable opinion, a significant portion of the Property (where "significant portion" means more than five percent (5%) of the area of the Land, any loss of parking, any loss of access, or which causes the Property not to comply with applicable law), Buyer shall have the right to terminate this Agreement on written notice to Seller delivered within ten (10) business days after receipt of Seller's notice. Buyer's failure to deliver such notice within such time period shall constitute Buyer's election to acquire the Property. In the event Buyer elects to terminate this Agreement, all funds and documents deposited into escrow by or on behalf of Buyer shall be returned to Buyer, and all rights and obligations hereunder shall terminate except such rights and obligations that expressly survive termination of this Agreement. If Buyer does not elect to terminate this Agreement, then it shall remain in full force and effect, regardless of such condemnation or threatened or pending action, and Seller shall assign to Buyer all of its rights, if any, as owner of the condemned portion of the Property, to any condemnation award and all claims in connection therewith, and Buyer shall have the right during the pendency of this Agreement to participate with Seller in the condemnation proceeding, and after the Close of Escrow, the sole right to negotiate and otherwise deal with the condemning authority in respect of such matter. 12 OAK#4845-6421-9189 v5