Agenda - 01-15-2008-4y3 - Laserfiche WebLink

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Date") within which to examine title to the Real Property and to notify Seller, in writing, of any Title Exceptions to which Purchaser objects. If Purchaser fails to deliver to Seller written notice of objection to any Title Exceptions on or before the Title Objections Date, Purchaser shall be deemed to have waived its right to object to any Title Exceptions except those arising after the Title Exceptions Date. If Purchaser delivers to Seller written notice of objection to any Title Exceptions on or before the Title Exceptions Date, Seller shall then have the right, but not the obligation, for a period of fifteen (15) calendar days after receipt of such written notice within which to cure or satisfy such objection. If the objection is not cured or satisfied by Seller within such fi$een (15) day period, ar if Seller is unable to pro~ride Purchaser with reasonable assurance within such fifteen (15) day period that such objection will be cured at or before Closing, then Purchaser shall have the right to terminate this Agreement, in which event neither party shall have any further rights, obligations or duties to one another under this Agreement. If Seller cures or satisfies the objection within such fifteen (15} day period, or provides reasonable assurance to Purchaser with such fifteen (15) day period that such objection will be cured at or before Closing, then this Agreement shall continue in effect. Purchaser shall have the right at any time to waive any objection to any Title Exceptions that it may have made and thereby preserve this Agreement in effect. 4.02 An assignment in a form and content reasonably satisfactory to Purchaser, dated as of the Closing Date, which assigns to Purchaser all of Seller's rights, titles and interests in anti to all Contracts, Permits and other Property which Purchaser has elected to purchase and assume and which may properly be assigned to Purchaser thereby. 4.03 A bill of sale in a form and content reasonably satisfactory to Purchaser, dated as of the Closing Date, which com~eys to Purchaser all of the Equipment and other Property which Purchaser has elected to purchase and which may properly be conveyed to Purchaser thereby. 4.04 An affidavit and agreement regarding debts and liens executed by Seller and Seller's contractors} and dated as of the Closing Date, stating that there are no unpaid debts for any work that has been done or materials furnished to the Real Property prior to and as of the Closing Date and further stating that Seller shall indemnify, save and protect Purchaser and Purchaser's lender (if any} and title insurer harmless from and against any and all claims, liabilities, lasses, damages, causes of action, and expenses (including court costs and reasonable attorneys' fees related thereto) arising out of, in comrectian with, ar resulting from, any such debts and liens in a form and substance mutually acceptable to counsel far Seller and Purchaser. 4.05 An affidavit of title with respect to the Real Property executed by Seller and Seller's contractor(s) in a foam acceptable to Purchaser's title insurer to issue title insurance without exception for mechanics' or materialmen's or other statutory liens or for the rights of parties in possession. 4.Ob To the extent available, the originals of all Contracts, Permits and other items identified in paragraph 5.01. 4.07 An affidavit stating that Seller is not a "Foreign Person" within the meaning of IRC Section 1445{f)3. 4.0$ Such instruments or documents as are necessary, or reasonably required by Purchaser or Purchaser's title insurer, to evidence the authority of Seller to consummate the purchase and sale transaction cantemplatecl herein and to execute and deliver the required closing documents, including without limitation, copies of Seller's organizational documents and the originals of such documents as are required to evidence the due authorization and approval of the transaction contemplated herein. -4-