|
<br /> b. As of the closing, there will be no outstanding contracts made by Seller for
<br />any improvements to the Property which has not been fully paid for by Seller except as disclosed
<br />to Buyer and agreed in writing by Buyer, and Seller shall cause to be discharged all mechanic's
<br />and materialmen's liens arising from any labor or material ordered by Seller and furnished prior
<br />to closing;
<br /> c. As of the Close of Escrow, the Property will be vacant and unoccupied by
<br />any tenants.
<br /> d. To the best of Seller's knowledge, (i) there are no tanks on or below the
<br />surface of the Property; and (ii) there is no other hazardous or toxic waste or substance or other
<br />contaminant or pollutant (as defined by law) in existence below the surface of the Property,
<br />including, without limitation, in the soil, sub-soil, ground water or surface water which
<br />constitutes a violation of any law, ordinance, rule or regulation of any governmental entity
<br />having jurisdiction thereof. To the best of Seller's knowledge means the actual knowledge of
<br />Robert Hughes, Seller's facilities manager.
<br />17. Representations and Warranties of Buver. Buyer hereby represents and warrants
<br />as of the Agreement Date and as of the Close of Escrow that: (i) Buyer is acting for itself as a
<br />principal in connection with the sale of the Property and is not acting as an agent on behalf of
<br />any other person or entity; (ii) Buyer has the full right and authority to enter into this Agreement,
<br />to consummate the sale, transfer, and assignments contemplated herein and (iii) the person or
<br />persons signatory to this Agreement and any document executed pursuant hereto on behalf of
<br />Buyer have full power and authority to bind Buyer.
<br />18. Buyer's Acknowledgment and Release and Indemnification of Seller.
<br /> a. Buyer acknowledges that, prior to the Scheduled Closing Date, it or its
<br />agents or contractors shall have thoroughly inspected the Property and observed the physical
<br />characteristics and condition of the Property and otherwise investigated the status of the
<br />Property, including without limitation, the matters referred to in paragraph 18.b. below.
<br /> b. Buyer further acknowledges that, except as may be specifically set forth in
<br />this Agreement, neither Seller nor any of Seller's employees, agents, brokers or representatives
<br />have made any representations, warranties or agreements by or on behalf of Seller as to any
<br />matters concerning the Property, including, without limitation, (i) the habitability,
<br />merchantability, or fitness, suitability, value or adequacy of the Property for any particular use;
<br />(ii) the compliance of the Property or operations on the Property with any applicable codes, laws,
<br />statutes ordinances, regulations rules, covenants, conditions or restrictions of any governmental
<br />or quasi-governmental entity or of any other person or entity; (iii) the suitability of the
<br />topography; (iv) the availability of water rights or utilities; (v) the present and future zoning,
<br />subdivision and any and all other land use matters; (vi) the condition of the soil, subsoil, or
<br />groundwater (including, without limitation, the presence or absence of toxic or hazardous
<br />substances, materials or wastes therein, thereon or on adjacent or neighboring properties); (vii)
<br />the purpose(s) to which the Property are suited; (viii) drainage or flooding; (ix) access to public
<br />roads or proposed routes of roads or extensions thereof; (x) the quality, nature, adequacy and
<br />physical condition of the Property; (xi) the condition of title to the Property; and (xii) service
<br />contracts, and other agreements affecting the Property.
<br /> c. The term "hazardous substance" as used in this Agreement shall mean any
<br />product, substance, chemical, material or waste whose presence, nature quantity and/or intensity
<br />11417.00002\BGLIBl\1225060.5 7
<br /> "T T'" " ' .
<br />
|