|
instrumentality is necessary to make this Agreement a valid instrument binding upon Owner in
<br /> Y Y g g p
<br /> accordance with its terms.
<br /> (c) Documents. Owner has provided or will provide Optionee pursuant to
<br /> Paragraph 10(b) with copies of all Property Documents in Owner's possession. All Property
<br /> Documents delivered or to be delivered to Optionee by Owner and its agents are complete
<br /> originals or true and correct copies thereof. If Optionee elects not to purchase the Property,
<br /> Optionee will return to Owner all Property Documents previously delivered to Optionee by
<br /> Owner. Owner shall deliver as and when required all notices relating to the Property to the
<br /> extent required by applicable laws or any covenants, conditions or restrictions affecting the
<br /> Property.
<br /> (d) Hazardous Materials. Owner and the Owner Related Parties have not
<br /> spilled, discharged or released any Hazardous Materials onto, under or about the Property. To
<br /> Owner's knowledge without inquiry, there are no above ground or underground storage tanks,
<br /> barrels, drums, pits, wells, lagoons or other containers (collectively, "Tanks ") or any Hazardous
<br /> Materials (other than Hazardous Materials contained in lacquer thinner or similar products that
<br /> are sold by Tenant in containers sealed by the manufacturer and in compliance with applicable
<br /> laws as required by the Existing Lease) on, in, about or under or within 2,000 feet of the Real
<br /> Property, including any ground water beneath and surface water thereon (whether by virtue of
<br /> any storage, or disposal on, in or under the Real Property or migration to the Real
<br /> Y a g� p � p Y g
<br /> Property), except for the specific Tanks and /or Hazardous Materials and quantities thereof as are
<br /> disclosed by Owner on Schedule 12(d) attached hereto and incorporated herein (the "Disclosed
<br /> Hazardous Materials "). As used herein, the term "Hazardous Materials" shall mean any
<br /> substance, material, waste, chemical, mixture or compound which: (i) is flammable, ignitable,
<br /> radioactive, hazardous, toxic, corrosive or reactive, and which is regulated under law or by a
<br /> public entity, (ii) is a "Hazardous Substance" as defined or listed under the federal
<br /> Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA),
<br /> as amended, or any regulations promulgated thereunder, (iii) is crude oil, petroleum, natural gas,
<br /> or distillates or fractions thereof, and /or (iv) damages or threatens to damage health, safety, or
<br /> the environment, or is required by any law or public entity to be remediated, including
<br /> remediation which such law or public entity requires in order for property to be put to any lawful
<br /> purpose. The provisions of this Paragraph 12(d) shall survive the Closing.
<br /> (e) Compliance. Except as specifically set forth in Schedule 12(d) of this
<br /> Agreement, to the best of Owner's knowledge without inquiry the Real Property is not in
<br /> violation of any federal, state or local law, statute, regulation or ordinance, and there are no
<br /> special assessments, condemnation actions or other legal actions or proceedings pending or
<br /> threatened against the Real Property or any part thereof.
<br /> (f) Bankruptcy. Owner is not the subject of a voluntary or involuntary
<br /> bankruptcy, reorganization, or insolvency petition.
<br /> (g) Work Contracts. At the Closing, there will be no outstanding amounts
<br /> owing by Owner under any Contracts for any improvements to the Real Property. Owner shall
<br /> cause to be discharged all mechanics' and materialmen's liens arising from any labor and
<br /> materials furnished prior to the Closing, and shall have eliminated from title all exceptions,
<br /> Option Agreement 80 Chemical
<br /> 10.01. 2010 v.7
<br /> 15
<br />
|