Reso 2012-1901 - Laserfiche WebLink

Home Browse Search

accept assignment of the Lease Agreement, at Closing Buyer shall receive from Seller a credit from the purchase price in the amount of $108,750.00 representing the termination fee due to tenant if the lease were terminated at Closing (the "Lease Termination Fee"). Seller hereby agrees to reimburse, indemnify, defend and hold Buyer (including any successor or assignee of Buyer, collectively, the "lndemnitees") harmless from any claims, damages, expenses, costs, obligations or other liabilities (including, without limitation, reasonable attorneys' fees and courts costs and costs of investigation) arising or incurred after the date of Closing Ihat any party claiming by through or under Vanguard Car Rental USA, Inc. may assert or claim against the Indemnitees in connection with (a) monetary obligations agreed to by Seller under the Lease Agreement as part of the eminent domain case settlement, including but not limited to the Partial Termination, (b) any cost associated with Section 12 of First Addendum to Lease Agreement in connection with improvements and permanent fixtures constructed or existed prior to Closing, which sums if undisputed shall be promptly paid by the Seller upon notice from Buyer that a claim has been made for the same, and (c) the Lease Agreement with respect to monetary obligations occurring prior to the date of Closing. The indemnification and hold harmless provision herein does not apply to the Lease Termination Fee set forth above which credit has been provided by the Seller at Closing. This provision shall survive Closing and shall be restated in the Assignment of Lease to be signed and delivered by the parties at Closing. 8. Authorization. The parties executing this First Amendment represent and warrant that they are authorized to execute the same on behalf of the party in which they respectively represent and can, by their signatures, effectively bind such party to the obligations set forth herein. 9. Ratification and Conflicts. Except as amended hereby, the original Agreement remains in full force and effect. All terms, covenants, and conditions of the original Agreement not expressly modified herein are hereby confirmed and ratified and remain in full force and effect, and, as further amended hereby, constitute valid and binding obligations of Seller and Buyer enforceable according to the terms thereof. In the event there is a 10113733.4 4 ~.... j P v. LJ