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"to the best of Seller's knowledge" shall mean the current actual knowledge of Seller. If prior to <br />the Close of Escrow, Buyer has actual knowledge that any representation or warranty of Seller is <br />untrue, inaccurate or incomplete in any material respect (and without waiving any of Buyer's rights <br />or remedies hereunder at law or in equity with respect to any material untruth, incompleteness or <br />inaccuracy existing on the Effective Date, that was known of or should have been known of by <br />Seller), Buyer may give Seller written notice of same and Seller shall have seven (7) days from <br />the date of receipt of Buyer's notice (and the Closing Date shall be extended to permit the running <br />of such seven (7) day period) ("Seller Cure Period") to correct any factor or circumstance that <br />makes such representation or warranty materially untrue or inaccurate to Buyer's reasonable <br />satisfaction. If Seller fails to make such correction within the Seller Cure Period, then Buyer by <br />written notice to Seller within three (3) days after the expiration of the Seller Cure Period (and the <br />Closing Date shall be extended to permit the running of such three (3) day period) shall be entitled <br />(a) to terminate this Agreement, or (b) continue this Agreement in full force and effect with no <br />change in terms, but without waiving any legal, equitable or other remedies it may have against <br />Seller. 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 />6.1.1 Authorization. Seller has full power and authority <br />to enter into this Agreement and to perform all its obligations hereunder, and has <br />taken all action required by law, its governing instruments or otherwise to <br />authorize the execution, delivery and performance of this Agreement by Seller. <br />Each individual or entity who has executed this Agreement on behalf of Seller <br />has the right, power, legal capacity and authority to execute, deliver and perform <br />this Agreement on behalf of Seller. <br />6.1.2 Conflicting_ Agreements. Neither the execution or <br />delivery of this Agreement, nor the consummation of the transaction <br />contemplated herein, will conflict with, or result in a breach of, any contract, <br />license or undertaking to which Seller is a party or by which Seller or any of the <br />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 <br />parties to such agreements are in default thereunder nor are there any facts that <br />currently exist which with the passage of time would result in any such default. <br />To the best of Seller's knowledge, the Property is not subject to any prescriptive <br />easements, claims of adverse possession, encroachments or similar rights or <br />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 <br />Williamson Act contract or any similar agricultural agreement. <br />6.1.3 Proceedings. To the best of Seller's knowledge, <br />no legal or administrative proceeding is pending or threatened against Seller or <br />the Property nor are there any other facts or circumstances which would <br />adversely affect (i) Seller's right to convey title to the Property to Buyer as <br />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 <br />