AG 2008 08 18 - Laserfiche WebLink

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execute any documents as may be required at Closing to evidence the continued completeness, accuracy and effectiveness of the warranties, representations and covenants contained in this Agreement. 17. SELLER'S WARRANTIES. REPRESENTATIONS AND COVENANTS. As an inducement to Buyer to enter into this Agreement and to purchase the Property, Seller warrants, represents and covenants to Buyer, as follows: A. Title, Seller as of the date of execution of this Agreement owns the Property in fee simple. B. Conflicts. The execution and entry into this Agreement, the execution and delivery of the documents and instruments to be executed and delivered by Seller on the Closing Date, and the performance by Seller of Seller's duties and obligations under this Agreement and of all other acts necessary and appropriate for the full consummation of the purchase aad sale of the Properly as contemplated herein, are consistent with and not in violation of, and will not create any adverse condition under, any contract, agreement or other instrument to which Seller is a party, or any judicial order or judgment of any nature by which Seller is bound. On the Closing Date all necessary and appropriate action will have been taken by Seller authorizing and approving the execution of and entry into this Agreement, the execution end delivery by Seller of the documents and instruments to be executed by Seller on the Closing Date, and the performance by Seller of Seller's duties and obligations under this Agreement and of all other acts necessary and appropriate for the consummation of the pwchase and sale of the Property as contemplated herein C. Condemnation. Seller has received no notice of, nor is Seller aware of, any pending, threatened or contemplated action by any governmental authority or agency having the power of eminent domain, which might result in any part of the Property being taken by condemnation or conveyed in lieu thereof. D. Liti ag tion. There is no action, suit or proceeding pending or, to Seller's knowledge, threatened by or against or affecting Seller or the Property that does or will involve or affect the Property or tit]e thereto. Seller will defend, indemnify and otherwise hold Buyer harmless from any and all claims of any person due to, arising out of or relating to the Property, including any and all costs, expenses, and attorneys' fees that Buyer may incur as a result of Seller's breach of its warranty hereunder, Sailer will, promptly upon receiving any such notice or learning of any such contemplated or threatened action, give Buyer written notice thereof. E. Assessments and Taxes. No assessments have been made against any portion of the. Property that are unpaid (except ad valorem taxes for the current year), whether or not they have become liens, and Seller shall notify Buyer of any such assessments which are brought to Seller's attention after the execution of this Agreement. Seller will pay or cause to be paid promptly all city, state and county ad valorem taxes and similar taxes and assessments, al] sewer and water charges and all other governmental charges levied or imposed upon or assessed against the Property and due on or prior to the Closing Date. F. Boundaries. To Seller's knowledge, there is no dispute involving or concerning the location of the lines and corners of the Property, and such lines and corners are clearly marked; there are no encroachments on the Property and no portion of the Property is located within any "Special Flood Hazard Area" designated by the United States Deparhnent of Housing and Urban Development and/or Federal Emergency Management Agency, or in any area similarly designated by any agency or other governmental authority; and no portion of the Property is located within a watershed area imposing restrictions upon use of the Property of any part thereof. to WCSR 3614883v5