Reso 2009-1478 - Laserfiche WebLink

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altered or modified except in writing signed by the pari:y against whom enforcement of such a change would be sought. This Agreement shall be binding upon the parties hereto and their respective successors and assigns. (g) The term "Effective Date" or such other similar term is the date on which the last of the parties initials or signs the latest offer. Time is of the essence for all provisions of this Agreement. All time periods will be computed in business days (a "business day" is every calendar day except Saturday, Sunday and national legal holidays). If any deadline falls on a Saturday, Sunday or national legal holiday, performance will be due the next business day. All time periods will end at 5:00pm, Eastern Standard Time, of the appropriate day. (h) This Agreement and any subsequent amendments hereto may be executed in any number of counterparts, each of which, when executed, shall be deemed to be.an original, and all of which shall be deemed to be one and the same instrument. Facsimile transmission signatures shall be deemed original signatures. (i) Until such time this Agreement has been fully executed by both Seller and Purchaser, Seller agrees that the terms set forth herein shall remain totally and completely confidential and shall not be revealed or disclosed to any person or party whatsoever, except: (i) with the consent of Purchaser; (ii) as may be disclosed to Seller's attorneys, accountants and other representatives that are involved in connection with the consummation of this transaction; (iii) Seller's investors and/or lenders; (iv) as may be required by applicable law; (v) as may be necessary in connection with assisting Purchaser in obtaining necessary governmental approvals; and (vi) in connection with any litigation between the parties. G) The parties acknowledge that United States Life Insurance Company of New York, their successors or assigns holds a First Mortgage encumbering the Property (First Mortgage"). The Closing and the sale of the property is contingent on the Seller obtaining a release of the First Mortgage or any other mortgage encumberances. In the event that Seller is unable to obtain the release of the First Mortgage or any other mortgage encumberances, this Agreement is null and void. (k) The parties acknowledge that the Seller shall be applying for the consent of the holder of the First Mortgage. Under the terms of the First Mortgage, the consent can take up to sixty (60) days to obtain and the closing date will be extended accordingly to accommodate the Seller obtaining the release of the First Mortgage. (1) The parties acknowledge that the Seller may engage in a 1031 Exchange. Purchaser shall cooperate with Seller in such Exchange at no expense or cost to the Purchaser. Seller shall indemnify and hold harmless the Purchaser from any liability the Purchaser may sustain as a result of such Exchange. (m) The Property is sold in an As-Is, Where-As condition. Except as otherwise provided in this agreement, Seller makes no representations or warranties as it relates to the property. Agreement of Purchase and Sale 16200 Collins Ave. II