Reso 2007-1172 - Laserfiche WebLink

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the Option, Buyer shall accept the Property in its "AS IS" condition on the Closing Date, "with all faults" and specifically and expressly without any reduction in the Purchase Price for any change in such condition for any reason subsequent to the date of this Agreement. Without limiting the generality of the foregoing, no destruction, damage or casualty to the Property or any part thereof shall in any way impair this Agreement nor relieve Buyer of its obligation to consummate this transaction. If, prior to the Closing, any part of the Property is damaged or destroyed, then, if Buyer exercises or has exercised the Option, at the Closing, Seller shall assign to Buyer all of Seller's rights to any and all insurance proceeds payable for such casualty and shall pay to Buyer any and all such insurance proceeds theretofore paid to Seller by reason thereof and Buyer shall purchase the Property for the full Purchase Price pursuant to this Agreement. 10.2 No Implied or Unwritten Representations. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7 OF THIS AGREEMENT, SELLER HAS NOT, DOES NOT AND WILL NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THE PROPERTY, WHETHER EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, OR WITH RESPECT TO THE VALUE, PROFITABILITY, MARKETABILITY OR ACREAGE OF THE PROPERTY. In entering into this Agreement, Buyer has not been induced by and has not relied upon any such representations, warranties or statements, whether express or implied, written or oral, made by Seller or any agent, employee or other representative of Seller or by any broker or any other person representing or purporting to represent Seller. The provisions of this section 10.2 shall survive Closing and any earlier termination of this Agreement. 11. Closing. The Closing shall occur within 10 (ten) days of the parties completing all conditions precedents outlined in Section 9 above, and shall take place at the office of the Buyer's attorney at a mutually convenient date and time. If the conditions precedent outlined in Section 9 above are not met by either party by January 15, 2008, the non-reneging party's obligation to close this transaction may be avoided, upon proper notice to the other party. 12. Seller's Closing Documents. At closing, Seller shall deliver the following documents ("Seller's Closing Documents") to Buyer: 12.1 Quit Claim Deed. The Quit Claim Deed shall be duly executed and acknowledged by Seller so as to convey to Buyer good and marketable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title other than the Permitted Exceptions and exceptions not duly objected to by Buyer. 12.2 Mechanic's Lien Affidavit. A mechanic's lien affidavit in the customary form, attesting that to the knowledge of Seller, (a) no individual, entity or Governmental Authority has any claim against the Property under the applicable mechanic's lien law, (b) no individual, entity or Governmental Authority is either in possession of the Property or has a promissory interest or claim in the Property (except Seller and Buyer), and (c) no improvements to the Property have been made for which payment has not been made. Option Agreement for Avila Condo. Assn. Property II