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business in the State of California. Buyer has full power and authority to enter into this Agreement <br />and to perform all of its obligations hereunder, and has taken all action required by law, its <br />governing instruments or otherwise to authorize the execution, delivery and performance of this <br />Agreement. Each individual who has executed this Agreement on behalf of Buyer has the right, <br />power, legal capacity and authority to execute, deliver and perform this Agreement on behalf of <br />Buyer. <br />7.2.2 Binding Agreement. This Agreement constitutes a legal, valid and <br />binding obligation of Buyer enforceable against Buyer 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 />7.2.3 [Intentionally Omitted] <br />7.2.4 Compliance with Law. Buyer is required to carry out the <br />development of the Project in conformity with all applicable laws, including all applicable <br />building, planning and zoning laws, including any historic property regulations and environmental <br />laws. <br />7.3 Natural Hazard Zone Disclosure. No later than seven (7) business days <br />prior to the Property Approval Date, the Seller will, at its sole cost and expense, provide Buyer <br />with a Natural Hazard Zone Disclosure required by applicable law. <br />7.4 Buyer and Seller Coo eration. Buyer shall submit plans for the Project to <br />Seller, and Seller, in its capacity as the City within which the Project is located, will make the <br />determination as to the required entitlements based upon Buyer's proposed plans. Buyer may then <br />process and obtain the Project Entitlements through Seller in its capacity as the City within which <br />the Project Entitlements is located. Nothing in this Agreement shall be deemed to be a <br />prejudgment or commitment with respect to exercise of governmental discretion with regard to <br />such items, nor a guarantee that such approvals or permits will be granted at all or within any <br />particular time or with or without any particular conditions. <br />7.5 Seller's Additional Covenants. Seller hereby covenants and agrees that <br />during the term of this Agreement: Seller (a) will not promote, advertise, market, transfer, lease <br />or convey any of the Property or enter into any agreement to promote, advertise, market, transfer, <br />lease or convey any of the Property or modify or amend any lease other than to terminate any <br />leases as to the Property; (b) will not enter into any agreement, that will be or purport to be binding <br />on the Buyer or the Property subsequent to the Close of Escrow; (c) shall, at its sole cost and <br />expense, maintain the Property and all improvements thereon in a reasonable condition and in a <br />manner that complies with all applicable laws and shall continue in full force and effect all property <br />and liability insurance with respect to the Property which is in effect 30 days before the Effective <br />Date; (d) will not take, approve or consent to any action or omission that would change the zoning, <br />use, permits or entitlement of or for the Property or that would otherwise adversely affect the <br />Property or Buyer's plan for development of the Property or Buyer's processing of the <br />entitlements; (e) will promptly give Buyer written notice of any notice or information Seller <br />receives regarding zoning uses, permits, licenses or other entitlements which would have an <br />adverse impact on the ability of Buyer to develop the Property for its anticipated use; (f) shall not <br />25A-20 <br />