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(ix) There are no mechanics', materialmen's or similar claims or liens <br />presently claimed or which will be claimed against the Real Property for work performed or <br />commenced for Seller or on Seller's behalf prior to the date of this Agreement. <br />(x) There are no undisclosed contracts, licenses, commitments, <br />undertakings or other written or oral agreements for services, supplies or materials concerning the <br />use, operation, maintenance, or management of the Real Property that will be binding upon Buyer or <br />the Real Property after the Closing. There are no oral contracts or other oral agreements for services, <br />supplies or materials, affecting the use, operation, maintenance or management of the Real Property. <br />(xi) There are not as of the Effective Date, nor will there be as of the <br />Closing, any written or oral leases or contractual right or option to lease, purchase, or otherwise enjoy <br />possession, rights or interest of any nature in and to the Real Property or any part thereof, and no <br />person other than Buyer shall have any right of possession to the Real Property or any part thereof as <br />of the Closing. <br />(xii) No person, excepting Seller, has possession or any rights to possession <br />of the Real Property or portion thereof. <br />(b) Subsequent Changes to Seller's Representations and Warranties. If, prior to <br />the Closing, Buyer or Seller should learn, discover or become aware of any existing or new item, fact <br />or circumstance which renders a representation or warranty of Seller set forth herein incorrect or <br />untrue in any respect (collectively, the "Seller Representation Matter"), then the party who has <br />learned, discovered or become aware of such Representation Matter shall promptly give written notice <br />thereof to the other party and Seller's representations and warranties shall be automatically limited to <br />account for the Representation Matter. Buyer shall have the right to approve or disapprove any such <br />change and to terminate this Agreement by written notice to Seller if Buyer reasonably disapproves <br />any such change. If Buyer does not elect to terminate this Agreement, Seller's representation shall be <br />qualified by such Seller Representation Matter and Seller shall have no obligation to Buyer for such <br />Seller Representation Matter. <br />(c) Buyer's kepresentations and Warranties. In consideration of Seller entering <br />into this Agreement and as an inducement to Seller to sell the Real Property, Buyer makes the <br />following representations and warranties as of the date hereof and at and as of the Closing, each of <br />which is material and is being relied upon by Seller (and the truth and accuracy of which shall <br />constitute a condition precedent to Seller's obligations hereunder), and all of which shall survive <br />Closing: <br />(i) Buyer has the legal power, right and authority to enter into this <br />Agreement and the instruments referenced herein, and to consummate the transaction contemplated <br />hereby. <br />(ii) All requisite action has been taken by Buyer in connection with <br />entering into this Agreement and the instruments referenced herein; and, by the Closing, all such <br />necessary action will have been taken to authorize the consummation of the transaction contemplated <br />hereby. <br />10 <br />