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shall be extended to permit the running of such three (3) day period) shall be entitled (a) to <br />terminate this Agreement, or (b) continue this Agreement in full force and effect with no change <br />in terms, but without waiving any legal, equitable or other remedies it may have against Seller. <br />The foregoing is not a waiver or release of any of Buyer's rights or remedies for any material <br />untruth, incompleteness or inaccuracy in a representation or warranty of Seller of which Buyer <br />obtains knowledge after the Close of Escrow. <br />7.1.1 Authorization. Seller has full power and authority to enter into this <br />Agreement and to perform all its obligations hereunder, and has taken all action required by law, <br />its governing instruments or otherwise to authorize the execution, delivery and performance of this <br />Agreement by Seller. Each individual or entity who has executed this Agreement on behalf of <br />Seller has the right, power, legal capacity and authority to execute, deliver and perform this <br />Agreement on behalf of Seller. <br />7.1.2 Conflicting Agreements. Neither the execution or delivery of this <br />Agreement, nor the consummation of the transaction contemplated herein, will conflict with, or <br />result in a breach of, any contract, license or undertaking to which Seller is a party or by which <br />Seller or any of the Property is bound, or constitute a default thereunder. In addition, with respect <br />to any agreements that affect the Property, neither Seller nor any other party or parties to such <br />agreements are in default thereunder nor are there any facts that currently exist which with the <br />passage of time would result in any such default. To the best of Seller's knowledge, the Property <br />is not subject to any prescriptive easements, claims of adverse possession, encroachments or <br />similar rights or claims. The Property is not subject to any leases, options or other similar rights <br />or claims in favor of any third parties. The Property is not subject to a Williamson Act contract or <br />any similar agricultural agreement. <br />7.1.3 Proceedings. To the best of Seller's knowledge, no legal or <br />administrative proceeding is pending or threatened against Seller or the Property nor are there any <br />other facts or circumstances which would adversely affect (i) Seller's right to convey title to the <br />Property to Buyer as contemplated in this Agreement, or (ii) Buyer's ability to own, develop and/or <br />market the Property in the manner disclosed by Buyer to Seller. To the best of Seller's knowledge, <br />there are no condemnation or eminent domain proceedings pending or threatened with respect to <br />the Property. <br />7.1.4 Binding Agreement. This Agreement constitutes a legal, valid and <br />binding obligation of Seller enforceable against Seller in accordance with its terms, except to the <br />extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium <br />and other principles relating to or limiting the rights of contracting parties generally. <br />7.1.5 Violations of Law. On the Effective Date and Close of Escrow <br />neither this Agreement nor the Property shall be in violation of any law, ordinance, role regulation, <br />or administrative or judicial order. <br />7.1.6 Hazardous Materials. Seller has not stored or released, caused to be <br />stored or released or approved the storage or release on the Property, of any "hazardous <br />materials" (as defined below). To the best of Seller's knowledge, no prior owner of the Property <br />has stored or caused to be stored any hazardous materials on the Property; (b) no hazardous <br />