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Agmt10 Las Cruces Holdings, LLC
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Agmt10 Las Cruces Holdings, LLC
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Last modified
10/13/2010 3:45:50 PM
Creation date
10/13/2010 3:41:32 PM
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Template:
Agreement
Contractor Name
Las Cruces Holdings, LLC
PROJECT NAME
Real Estate Option Agreemenet 50 Chemical Way APN 052-392-260
RMP File Number
304
Date
10/1/2010
MO Ref
10-194
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(j) Leases. Other than the Lease, Owner has not executed and is not aware of <br /> any other leases, tenancies, subleases, or occupancy agreements affecting the Real Property or <br /> any part of the Real Property. Owner is the current landlord under the Lease. Owner is not in <br /> default under the Lease and to Owner's knowledge no default on the part of Tenant exists (and <br /> no event has occurred that with the passage of time or the giving of notice, or both, would be a <br /> default) under the Lease. Owner has not assigned or otherwise transferred any interest in the <br /> Lease to any other party and Owner has not consented to any sublease or assignment of the Lease <br /> by the Tenant. As of the Agreement Date and as of the Closing, there shall be no outstanding <br /> leasing costs, including without limitation commissions, free rent, tenant improvement costs or <br /> allowances, or other tenant inducements or concessions owing by the landlord under the Lease. <br /> (k) Rights of Third Parties. Owner has not alienated, encumbered, transferred, <br /> leased, assigned or otherwise conveyed its interest in the Property or any portion thereof except <br /> as set forth in the Title Report, and shall not enter into any such agreement that will not be <br /> removed prior to the Closing. There are no claims pending or threatened by any third party <br /> against Owner or any Owner Party relating to the Property. <br /> (1) Binding Agreement. This Agreement constitutes the legal, valid and <br /> binding obligation of Owner and is enforceable in accordance with its terms against Owner <br /> subject only to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or <br /> equitable principles affecting or limiting the rights of contracting parties generally. <br /> (m) Support of Project. As a material inducement to Optionee's execution of <br /> and performance under this Agreement, for so long as this Agreement remains in effect and is not <br /> terminated prior to the Closing, Owner shall not challenge, oppose or impede, either directly or <br /> indirectly, the Project, and shall use commercially reasonable efforts to cause the Owner's Parties <br /> not to challenge, oppose or impede the Project. <br /> (n) Other. Neither this Agreement, nor any of the exhibits or schedules <br /> hereto, nor any document, certificate or statement referred to herein or furnished to Optionee in <br /> connection with the transaction contemplated herein (whether delivered prior to, simultaneously <br /> with, or subsequent to the execution of this Agreement) contains any untrue statement of material <br /> fact or, omits to state a material fact in any way concerning the Property or otherwise affecting or <br /> concerning the transaction contemplated hereby. <br /> 13. Optionee's Representations and Warranties. Optionee hereby makes the <br /> representations and warranties set forth in this Paragraph 13 for the benefit of Owner and its <br /> successors and assigns. Optionee shall notify Owner in writing immediately if Optionee <br /> becomes aware that any representation or warranty has become untrue or misleading in light of <br /> information obtained by Optionee after the Agreement Date. Optionee shall indemnify, protect, <br /> defend and hold harmless Owner from and against all Claims arising from or relating to any <br /> misrepresentation made by Optionee in this Agreement or in any document, certificate or exhibit <br /> given or delivered in connection herewith. <br /> Option Agreement 50 Chemical <br /> 10.5.2010 v. 8 <br /> 18 <br />
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