2023-076 - Laserfiche WebLink

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5.2 From and after the Effective Date of this Agreement, Seller shall take no action which would impair or otherwise affect title to any portion of the Properties, and shall record no documents in the Public Records which would affect title to the Properties, without the prior written consent of the Buyer. 5.3 There are no existing or pending special assessments affecting the Properties, which are or may be assessed by any governmental authority, water or sewer authority, school district, drainage district or any other special taxing district. 6. Default. 6.1 If Buyer fails to consummate Closing in breach of this Agreement or is otherwise in breach of any of its obligations herein, Seller may, as its sole and exclusive remedy, terminate this Agreement, be entitled to recover from Buyer all deposits paid and agreed to be paid under this Agreement and upon notice to Buyer from Escrow Agent, Escrow Agent shall disburse all funds deposited to Seller. The parties agree that determining Seller's damages from Buyer's breach is impractical and that the deposits paid are a reasonable estimate of such damage. Accordingly, Seller may retain the Deposit as liquidated damages for such a breach and, in the event that Buyer fails to properly tender any deposit required by this Contract, said amount shall be due Seller from Buyer. Seller hereby waives and releases any right to pursue any other remedy at law or in equity. This Section governs only pre -Closing remedies and does not limit Seller's rights under any provisions which survive Closing or termination of this Agreement. 6.2 In the event the Seller shall fail to perform any of its obligations hereunder, the Buyer shall, at its sole option, be entitled to: (i) terminate this Agreement by written notice delivered to the Seller at or prior to the Closing Date and thereupon neither the Buyer nor any other person or party shall have any claim for specific performance, damages or otherwise against the Seller; or (ii) obtain specific performance of the terms and conditions hereof; or (iii) waive the Seller's default and proceed to Closing: 7. Closing. 7.1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") shall take place within forty five (45) days following the expiration of the Inspection Period. 7.2 The parties agree that the Closing shall be as follows: (a) The Seller shall execute and deliver to the Buyer a warranty deed conveying marketable title to the Properties, free and clear of all liens and encumbrances and in the condition required by paragraph 3. (b) If Seller is obligated to discharge any encumbrances at or prior to Closing and fails to do so, Buyer may use a portion of Purchase Price funds to satisfy the encumbrances. (c) If the Seller is a non-resident alien or foreign entity, Seller shall deliver to the Buyer an affidavit, in a form acceptable to the Buyer, certifying that the Seller and any interest M