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which is material and is being relied upon by Buyer (and the truth and accuracy of which shall <br />constitute a condition precedent to Buyer's obligations hereunder), and all of which are material <br />inducements to Buyer to enter into this Agreement (and but for which Buyer would not have entered <br />into this Agreement) and shall survive Closing; provided that each of the representations and <br />warranties of Seller is based upon the information and belief of the Buyer: <br />(i) Seller believes that it has the legal power, right and authority to enter <br />into this Agreement and the instruments referenced herein, and to consummate the transaction <br />contemplated. <br />(ii) Seller believes that all requisite action (corporate, trust, partnership <br />or otherwise) has been taken by Seller in connection with entering into this Agreement and the <br />instruments referenced herein; and, by the Closing, all such necessary action will have been taken to <br />authorize the consummation of the transaction contemplated hereby. <br />(iii) The individual executing this Agreement and the instruments <br />referenced herein on behalf of Seller has the legal power, right and actual authority to bind Seller to <br />the terms and conditions hereof and thereof. <br />(iv) Seller believes that neither the execution or delivery of this <br />Agreement or the documents or instruments referenced herein, nor incurring the obligations set forth <br />herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms <br />of this Agreement or the documents or instruments referenced herein or therein conflict with or <br />result in the material breach of any terms, conditions or provisions of, or constitute a default under, <br />any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, <br />loan, lease or other agreement or instrument to which Seller is a party or that affect the Real <br />Property, including, but not limited to, any of the Title Documents or the Property Documents. <br />(v) There is no pending litigation nor, to the best of Seller's knowledge, <br />threatened litigation, which does or will adversely affect the right of Seller to convey the Real <br />Property. There are no claims which have been received by Seller that have not been disclosed to <br />Buyer. <br />(vi) Seller has made no written or oral commitments to or agreements <br />with any governmental authority or agency materially and adversely affecting the Real Property, or <br />any part hereof, or any interest therein, which will survive the Closing. <br />(vii) There are no leases or rental agreements in effect as to the Real <br />Property. <br />(viii) Seller is not in default of its obligations under any contract, <br />agreement or instrument to which Seller is a party pertaining to the Real Property. <br />(ix) There are no mechanics', materialmen's or similar claims or liens <br />presently claimed or which will be claimed against the Real Property for work performed or <br />commenced for Seller or on Seller's behalf prior to the date of this Agreement. <br />(x) There are no undisclosed contracts, licenses, commitments, <br />undertakings or other written or oral agreements for services, supplies or materials concerning the <br />4-16 <br />