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DRAFT <br />liabilities hereunder. The representations and warranties set forth in this Paragraph 9 shall <br />survive the Closing as to facts or conditions that would constitute a "material alteration" to the <br />value and/or development of said real property. <br />10. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and <br />correct statement of rentals (Seller Rent Roll) within fifteen (15) days hereof with copies of any <br />written leases or rental Agreements attached. All rents will be prorated as of the close of escrow <br />on the basis of a 30-day month/360-day year consistent with that statement, subject to approval <br />of Buyer. Seller agrees that any and all Tenant Security Deposits pertaining to the subject <br />property collected by or in the possession of Seller prior to the close of escrow shall be <br />transferred to and become said real property of Buyer during escrow. <br />Seller hereby warrants that the rental statement referred to shall include the terms of all rental <br />agreements, tenancies, and leases (oral or written, recorded, or unrecorded) and Seller agrees to <br />hold Buyer harmless from all liability from any such leases or Agreements. Seller also warrants <br />that there are no oral or written leases on all or any portion of the subject property exceeding a <br />period of one month. <br />11. Waivers. The waiver by Agency of any breach of any covenant or Agreement herein <br />contained on the part of Seller shall not be deemed or held to be a waiver of any subsequent or <br />other breach of said covenant or Agreement nor a waiver of any breach of any other covenants or <br />Agreements contained herein. <br />12. Heirs, Assigns, Successors in Interest. This Agreement, and all the terms, covenants <br />and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and <br />assigns of the respective parties hereto. <br />13. Time is of the Essence. In all matters and things hereunder to be done and in all <br />payments hereunder to be made, time is and shall be of the essence. <br />14. Permission to Enter on Premises. Seller hereby grants Agency, and its authorized <br />agents, permission to enter upon said real property at all reasonable times prior to close of escrow <br />for the purpose of making necessary inspections. <br />15. Just Compensation; "As Is" Condition. Seller acknowledges and agrees that said <br />purchase price is just compensation at fair market value for said real property and includes <br />payment for improvements pertaining to the realty, business goodwill (if any), and severance <br />damages. <br />AGENCY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE EXPRESS <br />REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER SET FORTH IN <br />THIS AGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY <br />DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, PROMISES, <br />COVENANTS, AGREEMENTS, OR GUARANTIES OF ANY KIND OR CHARACTER <br />WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, <br />PRESENT, OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE <br />PROPERTY, INCLUDING, BUT NOT LIMITED TO: (A) THE NATURE, QUALITY, OR <br />6~t?, ;. <br />3-8 <br />