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10. <br /> <br />11. <br /> <br />12. <br /> <br />13. <br /> <br />14. <br /> <br />t5. <br /> <br />16. <br /> <br />Seller represents and warrants that (a) neither Seller nor any past owner, user or <br />occupant of the Property has conducted activities with reSpect to the Property <br />which have resulted in the generation, storage or release on the Property of any <br />toxic or "hazardous substances" (as that term has been defined from time to time <br />in any applicable federal, state or local law, rule or regulation), (b) that Purchaser <br />shall have possession and occupancy of the Property from and after Closing and <br />subject only to the Permitted Exceptions and (c) there are no Agreements or leases <br />affecting the Property. These representation and warranties shall survive Closing. <br /> <br />In the event Purchaser defaults in its obligation to close the purchase of the <br />Property and Seller is not in default, the Deposit shall be retained by Seller, the <br />amount thereof being liquidated damages, it being understood that Seller's actual <br />damages in the event of such default are difficult to ascertain and that the Deposit <br />represents the parties' best current estimate of such damage. Seller shall have no <br />other remedy for any default by Purchaser. In the event Seller defaults in its <br />obligation to close the sale of the Proi~erty and the Purchaser is not in default, <br />Pumhaser shall have the right to specific performance or a return of the Deposit. <br /> <br />If any portion(s) of the Property is condemned or under condemnation pursuant to <br />notice of taking by appropriate authority prior to Closing, Purchaser shall have the <br />right to elect, at its sole option, to either (a) purchase the remainder of the <br />Property not condemned or under condemnation, or (b) terminate this Agreement. <br />If Purchaser elects to purchase the remainder of the Property, Purchaser shall pay <br />the price per acre provided in this Agreement for the remaining acreage of the <br />Property. Notwithstanding anything contained herein to the contrary, if the <br />Purchaser terminates this Agreement due to condemnation, Purchaser shall be <br />entitled to a prompt refund of the Deposit Payments. <br /> <br />Purchaser shall pay broker fees to Jeff C. Carpenter & Company that represented <br />the Seller in this transaction. The parties hereto represent and warrant to each <br />other that (a) no other real estate brokers were involved in this transaction and (b) <br />each party shall indemnify.and hold the other harmless from all other claims for <br />broker commissions of this transaction. <br /> <br />Purchaser shall have the right to freely assign this Contract at or prior to Closing <br />to any entity or trust owned or controlled by Nathan Benderson or Stephen B. <br />Goodman or any of their lineal descendants. <br /> <br />Purchaser and Seller hereby represent and warrant to each other that they have the <br />power and authority to enter into this Agreement and to perform their respective <br />obligations under this Agreement. <br /> <br />Exchange. Purchaser hereunder desires to exchange other property of like <br />kind and qualifying use within the meaning of Section 1031 of the Internal <br /> <br /> <br />