|
Owner in this Agreement or in any document, certificate or exhibit given or delivered in
<br /> connection herewith.
<br /> (a) Authority. Owner is the sole owner of fee title to the Real Property and has
<br /> all requisite power and authority to enter into this Agreement and to perform its obligations
<br /> hereunder, and the execution and delivery of this Agreement by Owner shall have been duly
<br /> authorized. No approvals, authorizations or consents of any public body or of any person other
<br /> than Owner's shareholders, partners or members, as applicable, are necessary in connection
<br /> herewith. This Agreement and all other agreements, documents and instruments to be executed
<br /> in connection herewith have been effectively authorized by all necessary action, corporate,
<br /> partnership or otherwise, including, without limitation, authorizations of Owner's Board of
<br /> Directors, shareholders or members, as applicable, which authorizations remain in full force and
<br /> effect, have been duly executed and delivered by Owner, and no other corporate, partnership or
<br /> other proceedings on the part of Owner are required to authorize this Agreement and the
<br /> transactions contemplated hereby.
<br /> (b) No Conflict. The execution and delivery of this Agreement and the
<br /> consummation of the transactions contemplated hereunder on the part of Owner do not and will
<br /> not violate any applicable law, ordinance, statute, rule, regulation, order, decree or judgment,
<br /> conflict with or result in the breach of any material terms or provisions of, or constitute a default
<br /> under, or result in the creation or imposition of any lien, charge, or encumbrance upon the
<br /> Property or any other assets of Owner by reason of the terms of any contract, mortgage, lien,
<br /> lease, agreement, indenture, instrument or judgment to which Owner is a party or which is or
<br /> purports to be binding upon Owner or the Property or which otherwise affects Owner or the
<br /> Property, which will not be discharged, assumed or released at the Closing. No action by any
<br /> federal, state or municipal or other governmental department, commission, board, bureau or
<br /> instrumentality s necessary to make this Agreement a valid instrument binding upon Owner in
<br /> Y rY 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 "), other than those
<br /> owned or used by the Tenant under the Lease, or any Hazardous Materials, other than as used by
<br /> the Tenant under the Lease, on, in, about or under or within 2,000 feet of the Real Property,
<br /> including any ground water beneath and surface water thereon (whether by virtue of any storage,
<br /> release or disposal on, in or under the Real Property or migration to the Real Property), except
<br /> for the specific Tanks and /or Hazardous Materials and quantities thereof as are disclosed by
<br /> Option Agreement 50 Chemical
<br /> 10.5.2010 v. 8
<br /> 16
<br />
|