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discretion and without limiting any of Seller's legal remedies or remedies under <br />this Agreement, terminate this Agreement by written notice to Buyer. <br />(1) Representations and Warranties. Each of Buyer's <br />representations and warranties set forth in this Agreement are materially true and accurate as of <br />the Close of Escrow. <br />(2) Buyer's Obligations. Buyer is not in material default under <br />this Agreement, and each material obligation of Buyer to be performed prior to the Close of Escrow <br />hereunder has been performed as required. <br />3.4 Escrow Cancellation. <br />3.4.1 Charges. <br />(1) Seller's Default. If Escrow fails to close due to Seller's <br />default, Seller shall pay all Escrow cancellation charges. "Escrow cancellation charges" means <br />all fees, charges and expenses charged or passed on to the Parties by Escrow Holder, including all <br />title expenses. Buyer shall be entitled to terminate this Agreement or bring an action against Seller <br />for specific performance as its sole and exclusive remedies. <br />(2) Buyer's Default. If Escrow fails to close due to Buyer's <br />default, Buyer shall pay all Escrow cancellation charges and Seller shall be entitled to terminate <br />this Agreement as its sole and exclusive remedy. <br />(3) No Default. If Escrow fails to close and this Agreement is <br />terminated for any reason other than a default by one of the Parties, Buyer and Seller shall evenly <br />split any Escrow cancellation charges. <br />3.5 Permitted Exceptions to Title. As soon reasonably possible after the <br />Opening of Escrow, Escrow Holder shall cause Fidelity National Title, in its capacity as title <br />insurer ("Title Company"), to deliver to Buyer and Seller a current preliminary title report ("Title <br />Report") together with legible copies of all underlying documents referenced therein (together <br />with the Title Report, the "Title Documents"). The tern "Permitted Exceptions" as used in this <br />Agreement shall mean all of the following: (a) the Grant Deed; (b) the Affordable Housing <br />Covenant; (c) non -delinquent real property taxes and assessments; (d) items and exceptions <br />created by or with the written consent of Buyer, including documents to be recorded pursuant to <br />this Agreement, and (e) the title exceptions shown on the Title Report but excluding any <br />(i) "Disapproved Exceptions" as defined below that Seller, in its sole discretion, agrees to remove <br />prior to the Close of Escrow as provided below and (ii) all monetary liens and monetary <br />encumbrances on the Property, other than non -delinquent real property taxes and assessments <br />which will be removed (meaning removal from title and not the issuance of an endorsement in <br />connection therewith by the Title Company) from title by Seller at its sole cost and expense prior <br />to the Close of Escrow. If Buyer objects to any title exceptions in its sole and absolute discretion <br />("Disapproved Exceptions"), Buyer shall deliver written notice ("Objection Notice") of same to <br />Seller within ten (10) business days of delivery of the initial Title Report to Buyer. Seller shall act <br />in good faith and reasonably to resolve any title exception in the Objection Notice. If Buyer fails <br />to deliver an Objection Notice but delivers a "Notice of Approval", Buyer shall be deemed to <br />-4- <br />