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SOUTHWEST GROUP PROPERTIES, LLC
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Last modified
1/12/2022 11:07:56 AM
Creation date
1/12/2022 11:06:54 AM
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Contracts
Company Name
SOUTHWEST GROUP PROPERTIES, LLC
Contract #
A-2021-248
Agency
Public Works
Council Approval Date
12/21/2021
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affect the Property or any portion thereof prior to the Close of Escrow, without <br />Buyer's written consent. <br />6.1.12 Access. There is full and unobstructed direct <br />access to the Property from public streets, highways or roads that are adjacent to <br />the Property. <br />6.1.13 Bankruotcv. No "Bankruptcy Event" (as <br />defined below) has occurred with respect to Seller nor any member or manager <br />of Seller. There is not pending or threatened any case, proceeding or other action <br />seeking reorganization, arrangement, adjustment, liquidation, dissolution or re - <br />composition of Seller or any member or manager of Seller or seeking <br />appointment of a receiver, trustee, custodian or similar official for Seller or any <br />member or manager of Seller for all or any substantial part of its or their assets. <br />"Bankruptcy Event" means (a) the making by a person of a general assignment <br />for the benefit of such person's creditors, (b) the admission in writing by a person <br />of its inability to pay its or their debts as they mature, (c) an attachment, <br />execution or other judicial seizure of any property interest which remains in <br />effect, or (d) the failure to have taken or submission to any action indicating a <br />general inability by a person to meet its financial obligations as they accrue. <br />6.1.14 Material Change. Seller shall promptly notify <br />Buyer if Seller obtains information that would make any of the representations <br />or warranties contained herein materially inaccurate or misleading. <br />6.2 Buyer's Warranties. In consideration of Seller entering into this Agreement and as <br />an inducement to Seller to sell the Property to Buyer, Buyer makes the following representations and <br />warranties which shall be true and correct as of the Effective Date and the Close of Escrow and each of <br />which is material and being relied upon by Seller. For all purposes of this Agreement, including Buyer's <br />representations and warranties contained herein, the phrase "to the best of Buyer's knowledge" shall mean <br />the current actual knowledge of Buyer, if prior to the Close of Escrow Seller determines that any <br />representation or warranty ofBuyer is untrue, inaccurate or incomplete in any material respect (and without <br />waiving any of Seller's rights or remedies hereunder at law or in equity with respect to any material untruth, <br />incompleteness or inaccuracy existing on the Effective Date, that was known of or should have been known <br />of by Buyer), Seller may give Buyer written notice of same and Buyer shall have seven (7) days fiom the <br />date of receipt of Seller's notice (and the Closing Date shall be extended to permit the running of such <br />seven (7) day period) ("Buyer Cure Period") to correct any fact or circumstance that makes such <br />representation or warranty materially untrue or inaccurate to Seller's reasonable satisfaction. If Buyer fails <br />to make such correction within the Buyer Cure Period, then Seller by written notice to Buyer within three <br />(3) days after the expiration of the Buyer Cure Period (and the Closing Date shall be extended to permit <br />the running of such three (3) day period) shall be entitled (a) to terminate this Agreement or (b) continue <br />this Agreement in full force and effect with no change in terms, but without waiving any legal, equitable <br />or other remedies it may have against Buyer. The foregoing is not a waiver or release of any of Seller's <br />rights or remedies for any material untruth, incompleteness or inaccuracy in a representation or warranty <br />of Buyer of which Seller obtains knowledge after the Close of Escrow, <br />-11- <br />
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