Laserfiche WebLink
shall be extended to permit the running of such seven (7) day period) ( "Buyer Cure Period ") to <br />correct any fact or circumstance that makes such representation or warranty materially untrue or <br />inaccurate to Seller's reasonable satisfaction. If Buyer fails to make such correction within the <br />Buyer Cure Period, then Seller by written notice to Buyer within three (3) days after the <br />expiration of the Buyer Cure Period (and the Closing Date shall be extended to permit the <br />running of such three (3) day period) shall be entitled (a) to terminate this Agreement or (b) <br />continue this Agreement in Rill force and effect with no change in terms, but without waiving <br />any 'legal, equitable or other remedies it may have against Buyer. The foregoing is not a waiver <br />or release of any of Seller's rights or remedies for any material untruth, incompleteness or <br />inaccuracy in a representation or warranty of Buyer of which Seller obtains knowledge after the <br />Close of Escrow. <br />(1) Authorization. Buyer is a corporation duly formed and <br />validly existing corder the laws of the State of California and is.qualified to transact business in <br />the State of California. Buyer has full.power and authority to enter into this Agreement and to <br />perform all of its obligations hereunder, and has taken all action required by law, its governing <br />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 <br />right, power, legal capacity and authority to execute, deliver and perform this' Agreement on <br />behalf of Buyer. <br />(2) Binding Agreement. This,Agreement constitutes a legal, <br />valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, <br />except to the extent that such enforcement may be limited by applicable bankruptcy, <br />insolvency, moratorium and other principles relating to or limiting the rights of contracting <br />parties generally. <br />(3) Hotel Commitment. Buyer hereby represents and <br />guarantees that, subject to obtaining the Entitlements, it will construct and develop the hotel <br />component of the Project on the Property. The proposed construction and development of the <br />hotel component of the Project on the Property is critical to the Seller's decision to sell tire <br />Property to Buyer. No use of the Property other than as the Project and City approved <br />ancillary uses will be,considered an appropriate use of the Property. <br />(4) Compliance with Law. Buyer is required to carry out <br />the development of the Project in conformity with all applicable laws, including all applicable <br />building, planning and zoning laws, environmental laws, safety laws and federal and state <br />wage laws. <br />5.2.3 Natural Hazard Zone Disclosure. No later than seven (7) <br />business days prior to the Property Approval Date, the Seller will, at its sole cost and expense, <br />provide Buyer with a Natural Hazard Zone Disclosure required by applicable law. <br />5.3 Buyer and Seller Cooperation. During the term of Escrow, Buyer shall <br />submit plans for the Project to Seller, and Seller, in its capacity as the City within which the <br />Project is located, will make the determination as to the required entitlements based upon <br />Buyer's proposed plans. Buyer may then process and obtain the Entitlements deemed necessary <br />-12- <br />25A-22 <br />