2008-036 - Laserfiche WebLink

Home Browse Search

and Warranties), or Purchaser develops or discovers such knowledge prior to Closing but does not promptly notify Seller, then Seller shall have no liability hereunder by reason of such breach or inaccuracy, and such representations and warranties shall be deemed modified for the purposes of this Agreement to reflect the facts or circumstances that constitute or give rise to such breach or inaccuracy, and Purchaser shall not thereby be excused from its duty and obligation under this Agreement to purchase the Property . Each of the representations and warranties of Seller contained in Section 7. 1 (Seller' s Representations and Warranties) is made as of the Effective Date and as of the Closing Date, and is subject to any and all information discovered by Purchaser during its inspection pursuant to the Inspection Letter. 7 .4. 2. If, from and after the Effective Date, Purchaser has actual knowledge of a breach of or inaccuracy of any representation or warranty made by Seller under Section 7. 1 (Seller' s Representations and Warranties), irrespective of whether such actual knowledge was acquired as a result of its inspections or otherwise, and Purchaser does not disclose such breach or inaccuracy to Seller and elects to proceed with the Closing, then Purchaser shall be deemed to have waived any Claim (as such term is hereinafter defined in Section 7 . 9 [Definition of Claim and Claim Notice]) against Seller with respect to such breach or inaccuracy, and the representations and warranties made under Section 7. 1 (Seller' s Representations and Warranties) shall be deemed modified for the purposes of this Agreement to reflect the facts and circumstances and constitute or give rise to such breach or inaccuracy . 7 .4. 3 . Seller shall, with respect to each representation and warranty contained in Section 7 . 1 (Seller' s Representations and Warranties), modify such representations and warranties as appropriate in order to disclose to Purchaser any material inaccuracies or exceptions to such representations or warranties that have arisen, to such Seller's Current Actual Knowledge, during the period after the Effective Date and prior to the Closing Date, provided that Seller shall not be required to disclose any "Permitted Changes" (as such term is hereinafter defined). As used in this Agreement, "Permitted Changes" shall mean (i) any matters expressly permitted in this Agreement or otherwise specifically approved or agreed to by Purchaser, and (ii) any matter or action that this Agreement expressly contemplates will take place or occur prior to or concurrently with the Closing . 7. 5 . Purchaser's Representations and Warranties. Purchaser represents and warrants to Seller as of the Effective Date and as of the Closing Date that: 7.5 . 1 . Subject to the approval to be obtained under Article 4 (Approval By Board of Commissioners), Purchaser is authorized and empowered to enter into this Agreement and perform all of its obligations under this Agreement without any qualification whatsoever; 7 .5 . 2. Except for the approval provided under Article 4 (Approval By Board of Commissioners), no consent or approval of any third party (including, without limitation , any governmental authority) is or was required to execute and deliver this Agreement or otherwise consummate the transactions contemplated in this Agreement ; 7. 5 . 3 . The person signing this Agreement on behalf of Purchaser has been duly authorized to sign and deliver this Agreement on behalf of Purchaser; 7.5 . 4. Purchaser has not committed any act or permitted any action to be taken which would materially adversely affect its ability to perform all of its obligations under this Agreement; January 8. 2008 8