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Owner on Schedule 12(d) attached hereto and incorporated herein (the "Disclosed Hazardous
<br /> Materials "). As used herein, the term "Hazardous Materials" shall mean any substance,
<br /> material, waste, chemical, mixture or compound which: (i) is flammable, ignitable, radioactive,
<br /> hazardous, toxic, corrosive or reactive, and which is regulated under law or by a public entity,
<br /> (ii) is a "Hazardous Substance" as defined or listed under the federal Comprehensive
<br /> Environmental Response, Compensation and Liability Act of 1980 (CERCLA), as amended, or
<br /> any regulations promulgated thereunder, (iii) is crude oil, petroleum, natural gas, or distillates or
<br /> fractions thereof, and /or (iv) damages or threatens to damage health, safety, or the environment,
<br /> or is required by any law or public entity to be remediated, including remediation which such law
<br /> or public entity requires in order for property to be put to any lawful purpose. The provisions of
<br /> 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 /> claims, and defects other than the Permitted Exceptions. No person or entity holds any rights to
<br /> purchase or otherwise acquire all or any portion of the Property (or interest therein), including
<br /> pursuant to any Option Agreement, option, right of first offer, right of first refusal, gift or other
<br /> agreement.
<br /> (h) Other Contracts. Exhibit E to this Agreement sets forth a complete and
<br /> accurate list of Contracts (other than insurance policies and the Lease) affecting the Property, and
<br /> neither Owner nor any provider under any of the Contracts has asserted any breach or default
<br /> thereunder. Owner has not received any written notice of a Owner default and Owner has no
<br /> knowledge of any existing Owner defaults under the Contracts. Owner has not received any
<br /> written notice of a default by another party, and Owner has no knowledge of any existing other
<br /> party default under the Contracts. Prior to Closing, Owner shall not amend any existing Contract
<br /> or enter into any new Contract affecting the Property that will survive the Closing, or that would
<br /> otherwise affect the use, operation or enjoyment of the Property after Closing, without
<br /> Optionee's prior written approval.
<br /> (i) No Commitments. Owner has not made any commitments to any
<br /> governmental authority, to any adjoining property owner, or to any other organization, group,
<br /> individual or entity relating to the Real Property which would impose any obligations upon
<br /> Optionee to make any contributions of money or land or to install or maintain any improvements.
<br /> Option Agreement 50 Chemical
<br /> 10.5.2010 v. 8
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