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4.1.1 Authority: Seller, and the person signing on behalf of Seller, has full power and <br /> authority to execute this Agreement and perform Seller's obligations, and if Seller is a <br /> corporation, all necessary corporate action to authorize this transaction has been taken; <br /> 4.1.2 No Leases: The Easement area is not subject to any leases, tenancies or rights of persons <br /> in possession, except those matters described on Attachment "B" hereto and that certain <br /> Amended and Restated Lease Agreement between Seller and Carlyle, Inc., a Washington <br /> corporation, dated December 14, 2007; <br /> 4.1.3 Fees and Commissions: Seller shall pay for any broker's or other commissions or fees <br /> incurred by the Seller in connection with the sale of the Easement and Seller shall indemnify and <br /> hold Buyer harmless from all such claims for commission and/or fees; and <br /> 4.1.4 Indemnification: Seller agrees to indemnify, defend, and hold harmless Buyer, its <br /> employees, agents, heirs and assigns, from and against any and all damage, claim, liability, or <br /> loss, including reasonable attorney's and other fees, arising out of or in any way connected to the <br /> breach of any representation or warranty contained in this Section 4.1. <br /> 4.2 Buyer: Buyer represents, warrants and covenants to the Seller at the date of execution of <br /> this Agreement and the date of closing that: <br /> 4.2.1 Authority: Buyer, and all persons signing on behalf of Buyer, have full power and <br /> authority to execute this Agreement and perform Buyer's obligations, and Buyer has taken all <br /> necessary municipal and other action to authonze this transaction; <br /> 4.2.2 Fees and Commissions: District shall pay for any broker's or other commissions or fees <br /> incurred by the Buyer in connection with the sale of the Easement and Buyer shall indemnify <br /> and hold Seller harmless from all such claims for commission and/or fees; and <br /> 4.2.3 Indemnification: Buyer agrees to indemnify, defend, and hold harmless Seller, its <br /> employees, agents, heirs and assigns, from and against any and all damage, claim, liability, or <br /> loss, including reasonable attorney's and other fees, arising out of or in any way connected to the <br /> breach of any representation or warranty contained in this Section 4.2 <br /> 5. CLOSING: <br /> 5.1 Time for Closing: This sale will be closed in the office of the Closing Agent not later <br /> than twenty one 21) days from the date of execution of this Agreement. <br /> Buyer and Seller shall deposit in escrow with Closing Agent all instruments, documents, and <br /> moneys necessary to complete the sale in accordance with this Agreement. As used in this <br /> Agreement, "closing" or "date of closmg" means the date on which all appropnate documents are <br /> 1 8775202_1 DOC Page 3 of20 September 2, 2010 <br /> 67893- 0003 /LEGAL 19087945.3 <br />