AgdaPkt 2021.02.08 Joint SA PFA - Laserfiche WebLink

Browse Search

8.A. - Page 31 of 154 losses, costs, expenses (including, without limitation, attorneys' fees and costs) and damages of any kind or character to any person or property arising from or relating to the existing conditions of the Maple Street Vacation Area, including any condition of environmental contamination or pollution at the Maple Street Vacation Area that existed or occurred prior to the Closing (including, without limitation, the contamination or pollution of any soil, surface water or groundwater at the Maple Street Vacation Area) and/or the suitability of the Maple Street Vacation Area for Developer's ownership and further development. 11. Closing Statement. Developer and City hereby instruct Escrow Agent to release copies of their respective closing statements to each other. 12. Warranties, Representations, and Covenants ofCites. City hereby warrants, represents, and/or covenants to Developer that: 12.1. Pending Claims. To the best of City's knowledge, there are no actions, suits, claims, legal proceedings, or any other proceedings affecting the Maple Street Vacation Area or any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign. 12.2. City's Title_ From the Effective Date through the Close of Escrow, City shall not do anything, which would impair City's right, title and interest in and to the Maple Street Vacation Area. 12.3. Conflict with Other Oblijzation. To the best of City's knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or breach any of the provisions of any bond, note, evidence of indebtedness, contract, lease, covenants, conditions and restrictions, or other agreement or instrument to which City or the Maple Street Vacation Area may be bound. 12.4. Authority. City has the full right, power, and authority to carry out City's obligations hereunder. Each person executing this Agreement on behalf of City is duly and validly authorized to do so on behalf of City. 12.5. Governmental Com liance. To the best of City's knowledge, City has not received any notice from any governmental agency or authority alleging that the Maple Street Vacation Area is currently in violation of any law, ordinance, rule, regulation or requirement applicable to its use and operation. If any such notice or notices are received by City following the Effective Date, City shall notify Developer within ten (10) days of receipt of such notice. City then, at its option, may either elect to perform the work or take the necessary corrective action prior to the Close of Escrow or refuse to do so, in which case City shall notify Developer of such refusal and Developer shall be entitled to either close Escrow with knowledge of such notice(s) or terminate this Agreement. 12.6. Right to Possession. As of the Effective Date and as of the Close of Escrow, no person or entity other than City has the right to possess the Maple Street Vacation Area, or any portion thereof. 12.7. Non -Foreign Transferor. City is not a "foreign person" within the meaning of the Foreign Investment in Real Property Act or any similar state statute, and City will comply with all of the requirements of the Foreign Investment in Real Property Act and any similar state statute in connection with this transaction. REV: 01-21-20201 PR ATTYIAGR.2021.01111548 Maple LLC (Page 9 of 25) 243