Agenda - 06-23-2005-9d - Laserfiche WebLink

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S (i) Seller shall have complied with and otherwise performed each of the covenants and obligations of Seller as set forth in this Agreement; (ii) All representations and warranties of Seller as set forth in this Agreement shall be in all material respects true and correct as of the Closing Date; (iii) There shall have been no material adverse change to the title to the Property beriveen the effective date of the title comnutment delivered to Buyer and the date of Closing that is not cured by Seller on or before Closing, and there shall have been no material adverse change to the environmental condition of the Property that is not cured by Seller on or before Closing; (iv) There shall have been no material adverse change in the financial or physical condition of the Property or the operations conducted at the Property beriveen the last day of the Investigation Period and the Closing; (v) The IIuyer shall have received the LGC Approval and shall have secured financing for its purchase of the Property; (vi) No material violation of law with respect to the Property or any portion of the Property shall exist as of the date of Closing; (vii) The Buyer shalt have received the Expansion Zoning Approvals; and (viii) There shall be no regulatory moratorium which prevents Buyer from obtaining approvals necessary to authorize it to purchase the Property. (b) Conditions to Seller's Obligations: Nohvithstanding anything contained elsewhere herein to the conhary, Seller's obligations to consununate the sale of the Property is expressly contingent upon satisfaction of the following provisions (unless waived by Seller): (i) Buyer shall have complied with and otherwise performed each of the covenants and obligations of Buyer as set forth in this Agreement; (ii) No order, injunction, litigation, or regulation shall be pending or existing prohibiting or preventing Seller from consummating the sale. (iii) Buyer shall have obtained all necessary authorization to pay the Purchase Price and otherwise perform its obligations as set forth in this Agreement e) Closing Documents and Actions: (i) Buyer shall provide Seller at least ten (10) business days advance notice of the date of Closing. Seller shall prepare and deliver to Buyer the following at Closing: (a) A duly executed special warranty deed conveying good, fee simple and marketable title to the Land, flee and clear of all liens and encumbrances except utility easements of record serving the property, the rights of way of public roads, taxes not yet due and payable and the matters and exceptions to which Buyer did not object in writing prior to the end of the Investigation Period and other matters and exceptions to title as may be waived by Buyer. (b) A duly executed lien affidavit and indemnity holding Buyer and the title company harnrless against unpaid mechanics' and materialmen's liens. (c) A certificate that Seller is not a foreign person. RAi. HIGH\45J7G5 A