Agmt20 HCP, Met Life, SCOA - Laserfiche WebLink

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Furthermore, the execution and delivery of this Agreement has been duly authorized by each Seller and no other action by either Seller is required in order to make it a valid and binding contractual obligation of each Seller. The individual(s) executing this Agreement on behalf of each of the Seller entities are authorized to do so. (b) Seller has not previously sold, transferred or conveyed the Levee Assets, or granted to any other person or entity any right or interest in all or any part of the Levee Assets and Seller has not entered into any executory contracts for the sale of all or any part of the Levee Assets (other than this Agreement), nor do there exist any rights of first refusal or options to purchase the Levee Assets, other than this Agreement. This does not apply to instruments necessary for construction financing, or any easements or licenses granted to the City or to utilities necessary and appropriate to the construction and operation of the Levee Improvements. (c) There is no litigation, arbitration or other legal or administrative suit, action, proceeding or investigation of any kind pending, or to Seller's knowledge threatened, against or involving any of the Seller entities relating to the Levee Assets or any part thereof. (d) None of the entities comprising Seller is a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder. (e) Seller has not dealt with any real estate broker or finder, or incurred any liability for any commission or fee to any real estate broker or finder, in connection with the sale of the Levee Assets to City or this Agreement. (f) At the Closing, each Seller shall execute and deliver to City one or more Seller's Closing Certificate(s) ("Seller's Closing Certificate(s)") in the form of Attachment 5 attached hereto, certifying to City that all such particular Seller's representations and warranties are true and correct on and as of the Closing Date, with only such exceptions therein as are necessary to reflect facts or circumstances arising between the date of this Agreement and the Closing Date which would make any such representation or warranty untrue or incorrect as to such particular Seller on and as of the Closing Date. All of the representations and warranties of Seller set forth in this Agreement and in the documents delivered by Seller at Closing will survive Closing for a period of three (3) years after the Closing ("Survival Period"). No claim for a breach of any representation or warranty of Seller will be actionable or payable if City does not notify Seller in writing of such breach prior to the expiration of the Survival Period and commence a "legal action" thereon within ninety (90) days of delivery of such written notice. Notwithstanding anything to the contrary in this Agreement, each Seller is making all representations and warranties with respect to itself only, and not as to the other Sellers, and shall not be liable for a failure of a representation and warranty of the other Seller(s) that was not caused by such Seller. OAK #4819-4834-1908 v20 Exhibit C Page 7