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8 . 2. 1 . Purchaser having received the approval contemplated under Article 4 (Approval <br /> By Board of Commissioners) ; <br /> 8 .2. 2. Purchaser having delivered the Purchase Price to Purchaser or its representative; <br /> 8. 2. 3 . Purchaser having delivered the closing documents described in Section 6 . 3 <br /> (Items to be Executed and Delivered by Purchaser at Closing) of this Agreement; and <br /> 8 .2 .4. There being no uncured material default by Purchaser in the performance of any <br /> of Purchaser's obligations under this Agreement. <br /> 8 .3 . Riehts Upon Failure of a Condition . <br /> The rights of the parties hereto in the event of the failure of a condition under this Article 8 shall <br /> be governed by Article 10 (Default). <br /> 8 .4. Waiver of Conditions. <br /> Notwithstanding anything contained in this Article 8 to the contrary, Seller and Purchaser <br /> respectively reserve the right to waive any of the Closing conditions made for its benefit and proceed to <br /> close the transaction contemplated under this Agreement. In order to be effective, the waiver must be in <br /> writing, signed by the party waiving the condition and delivered to the other party in accordance with the <br /> notice requirements set forth in Section 11 .3 (Notices). <br /> 9. CONDEMNATION AND EMINENT DOMAIN. <br /> If, prior to the Closing Date, the Property or any portion thereof shall be subjected to any <br /> condemnation, eminent domain or similar action or proceeding then Seller may, in its sole discretion, <br /> cancel and terminate this Agreement, in which event Seller and Purchaser shall have no further <br /> obligations , duties or liabilities, one to the other, with respect to the subject matter of this Agreement, <br /> except for any Surviving Obligations . <br /> 10. DEFAULT. <br /> 10. 1 . Default by Purchaser; Remedies of Seller. <br /> 10. 1 . 1 . If, prior to Closing. Purchaser shall fail , neglect or refuse to perform, or <br /> otherwise default in the performance of, any of the covenants, agreements, duties or obligations set forth <br /> in this Agreement on its part to be performed within the time or times specified herein, or in the event of a <br /> material breach or inaccuracy of Purchaser's representations and warranties contained in Section 7 . 5 <br /> (Purchaser' s Representations and Warranties) above, then Purchaser shall be in default under this <br /> Agreement. If Purchaser shall fail to cure such default on its part within five (5) days following the <br /> giving of notice thereof from Seller, Seller may terminate this Agreement, and pursue against Purchaser <br /> all of Seller' s rights and remedies at law or equity. <br /> 10. 1 . 2 . If, from and after the Closing, Purchaser shall fail , neglect or refuse to perform <br /> or otherwise default in the performance of, any of the Surviving Obligations required to be performed on <br /> Purchaser's part under this Agreement, and Purchaser shall fail to cure such default within thirty (30) days <br /> following the giving of notice thereof from Seller, Seller may exercise against Purchaser any and all <br /> rights and remedies that are available to Seller at law or in equity. The provisions of this Section 10 . 1 .2 <br /> shall survive the Closing. <br /> January S, 2008 <br /> 12 <br />