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Agreement by City have been duly and validly authorized by all necessary action on the part of
<br />City and all required consents and approvals have been duly obtained.
<br />(b) City has not dealt with any real estate broker or finder, or incurred
<br />any liability for any commission or fee to any real estate broker or finder, in connection with this
<br />Agreement.
<br />(c) City has not previously sold, transferred or conveyed any right or
<br />interest in the Seaport Centre Levee, or granted to any other person or entity any right or interest
<br />in all or any part of the Seaport Centre Levee or the Levee Assets, and City has not entered into
<br />any executory contracts for the purchase or sale of all or any part of the Seaport Centre Levee or
<br />the Levee Assets (other than this Agreement), nor do there exist any rights of first refusal or
<br />options to purchase the Seaport Centre Levee or the Levee Assets, other than this Agreement.
<br />This does not apply to any easements or licenses that are necessary and appropriate to the
<br />construction and operation of the Levee Improvements.
<br />(d) There is no litigation, arbitration or other legal or administrative
<br />suit, action, proceeding or investigation of any kind pending, or to City's knowledge threatened,
<br />against or involving the City relating to the Seaport Centre Levee or any part thereof.
<br />Section 5.3 Discovery of Inaccuracy. If, after the date of this Agreement, either Party
<br />discovers any inaccuracy in any representation or warranty under this Agreement, whether made
<br />by that Party or any other Party, the discovering Party shall promptly notify the other Parties in a
<br />written notice setting forth the particular representation or warranty which is inaccurate, and the
<br />nature of the inaccuracy discovered.
<br />ARTICLE VI
<br />COVENANTS AND REPRESENTATIONS REGARDING LEVEE ASSETS
<br />Section 6.1 SCOA Covenants. SCOA represents, covenants, and agrees with City as
<br />follows:
<br />(a) Between the date of this Agreement and the Closing Date, SCOA
<br />shall maintain the Levee Assets in good condition, repair and working order as applicable to an
<br />active construction site, comply in all material respects with all covenants, conditions,
<br />restrictions, laws, statutes, rules, regulations and ordinances applicable to the Levee Assets and
<br />SCOA immediately shall give City copies of all notices received by SCOA asserting any
<br />violation of any covenants, conditions, restrictions, laws, statutes, rules, regulations or
<br />ordinances applicable to the Levee Assets.
<br />(b) Between the date of this Agreement and the Closing Date, except
<br />as necessary and appropriate for typical construction purposes and the ordinary use of the
<br />Property, and in compliance with all applicable laws, labels and instructions for use, handling
<br />and disposal, SCOA shall not use, produce, process, manufacture, generate, treat, handle, store or
<br />dispose of any Hazardous Materials in, on or under the Levee Assets, or use the Levee Assets for
<br />any such purposes, or release any Hazardous Materials into any air, soil, surface water or
<br />9
<br />4846-4218-3288 v36
<br />2025.276- SEAPORT PURCHASE AGREEMENT
<br />REV: 10-15-25 VR
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