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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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5.2 No Representations or Warranties. Seller makes no representation or warranty, <br />express or implied, to the Buyer relating to the condition of the Property or suitability of the Property for <br />any intended use or development by the Buyer, <br />5.3 Acceptance of Property "AS -IS." Buyer shall accept all conditions of the Property, <br />without any liability of the Seller whatsoever, in the Property's AS -IS, WHERE -IS, SUBJECT TO ALL <br />FAULTS CONDITION, WITHOUT WARRANTY AS TO QUALITY, CHARACTER, <br />PERFORMANCE OR CONDITION, and with full knowledge of the physical condition of the Property, <br />the nature of the Seller's interest in and use of the Property, all laws applicable to the Property and of any <br />and all conditions, restrictions, encumbrances and all matters of record relating to the Property. The <br />Property is being acquired by Buyer as a result of its own knowledge of the Property and not as a result of <br />any representation(s) made by the Seller or any employee, official, consultant or agent of the Seller relating <br />to the condition of the Property, unless such statement or representation is expressly and specifically set <br />forth in this Agreement. Seller hereby expressly and specifically disclaims any express or implied <br />warranties regarding the Property, unless expressly and specifically set forth in this Agreement. <br />6. Warranties. <br />6.1 Seller's Warranties. In consideration of Buyer entering into this Agreement and as <br />an inducement to Buyer to purchase the Property from Seller, Seller makes the following representations <br />and warranties which shall be true and correct as of the Effective Date and the Close of Escrow and each <br />of which is material and being relied upon by Buyer, For all purposes of this Agreement, including Seller's <br />representations and warranties contained herein, the phrase "to the best of Seller's knowledge" shall mean <br />the current actual knowledge of Seller. If prior to the Close of Escrow, Buyer has actual Knowledge that <br />any representation or warranty of Seller is untrue, inaccurate or incomplete in any material respect (and <br />without waiving any of Buyer's rights or remedies hereunder at law or in equity with respect to any material <br />untruth, incompleteness or inaccuracy existing on the Effective Date, that was known of or should have <br />been known of by Seller), Buyer may give Seller written notice of same and Seller shall have seven (7) days <br />from the date of receipt of Buyer's notice (and the Closing Date shall be extended to permit the running of <br />such seven (7) day period) ("Seller Cure Period") to correct any factor or circumstance that makes such <br />representation or warranty materially untrue or inaccurate to Buyer's reasonable satisfaction. If Seller fails <br />to make such correction within the Seller Cure Period, then Buyer by written notice to Seller within three <br />(3) days after the expiration of the Seller 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) continue this <br />Agreement in full force and effect with no change in terms, but without waiving any legal, equitable or <br />other remedies it may have against Seller. The foregoing is not a waiver or release of any of Buyer's rights <br />or remedies for any material untruth, incompleteness or inaccuracy in a representation or warranty of Seller <br />of which Buyer obtains knowledge after the Close of Escrow. <br />6.1.1 Authorization. Seller has full power and authority <br />to enter into this Agreement and to perform all its obligations hereunder, and has <br />taken all action required by law, its governing instruments or otherwise to <br />authorize the execution, delivery and performance of this Agreement by Seller. <br />Each individual or entity who has executed this Agreement on behalf of Seller <br />has the right, power, legal capacity and authority to execute, deliver and perform <br />this Agreement on behalf of Seller. <br />Im <br />
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