Agmt20 Casey Property Donation - Laserfiche WebLink

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2.2.2 Leases. No leases, licenses, or other agreements allowing any third party rights to use the Property are or will be in force as of the Closing; 2.2.3 Litigation and Investigations. There is no pending or threatened litigation, administrative proceeding, or other legal or governmental action with respect to the Property, and Donors have received no notice, warning, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Property are or have been in violation of any Laws or Environmental Laws, or informing Donors that the Property is subject to investigation or inquiry regarding the violation of any Laws or Environmental Laws. 2.2.4 No Insolvency Proceedings. Donors have not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of substantially all of its assets; or (v) admitted in writing its inability to pay its debts as they come due. 2.2.5 No Other Agreements, Undertakings or Tenancies. Donors will not enter into any agreements or undertake any new obligations prior to Close of Escrow which will in any way burden, encumber or otherwise affect the Property without the prior written consent of the City. 2.2.6 Disclosure. City acknowledges that -it has reviewed the documents available on the County of San Mateo website at https://protect- us.mimecast.com/s/rBh_C3ljNnFXRMmzIgiDjl?domain=planning.smcgov.org as well as a copy of an appraisal of the Property prepared by Fabbro, Moore & Associates, Inc., dated October 23, 2020. Donors shall, within five (5) days of the date of this Agreement, provide to City any other information, records, and studies in Donors' possession in connection with the Property that are not already matter of public record, including any reports or studies concerning Hazardous Substances. Donors will disclose all material facts concerning the operation, development, or condition of the Property consistent with the provisions of Section 4.1. Donors shall promptly notify City of any facts that would cause any of the representations contained in this Agreement to be untrue as of the Close of Escrow. If, prior to the Close of Escrow, City reasonably concludes that a fact materially and adversely affects the Property, City shall have the option to terminate this Agreement by delivering written notice to Donors and Escrow Agent. If City terminates this Agreement pursuant to this Section, Escrow Agent shall cancel the Escrow and Donors shall be responsible for all costs of escrow. Any claim by City for the breach of any representation or warranty hereunder by Donor must be made in writing, if at all, within twelve (12) months of the Closing Date or such claim(s) shall thereafter be forever barred. 2.3 Indemnity. Donors agree to indemnify City and agree to defend and hold City harmless from all loss, cost, liability, expense, damage, or other injury, including without limitation, attorneys' fees and expenses, incurred by or resulting from (i) the breach of any warranties and representations in Section 2.2 or (ii) any third -party claims for damages incurred prior to the Closing Date arising from Donors' intentional acts or willful misconduct related to the REV: 10-29-2020 SK ATTY/AGR.2020.244/Casey Family Trust (Casey Property Donation Agreement) (Page 2 of 25)