Agmt10 Chemical Way Properties - Laserfiche WebLink

Browse Search

11. Conditions of Owner's Performance. All of Owner's obligations hereunder are expressly conditioned on the satisfaction at or before the Closing, or at or before such earlier time as may be expressly stated below, of each of the following conditions (any one or more of which may be waived in writing in whole or in part by Owner, at Owner's option): (a) Optionee's Representations and Warranties. Optionee's representations and warranties as set forth in Paragraph 13 below shall have been true and correct as of the Execution Date and the Closing Date. (b) Optionee's Performance. Optionee shall have performed, observed and complied with all material covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on Optionee's part at or prior to the Closing. (c) Optionee's Deliveries. Optionee shall have delivered to Escrow Holder all instruments and documents required on Optionee's part to effectuate this Agreement and the transactions contemplated hereby, including without limitation, the New Lease, duly executed by Optionee, escrow instructions in form and substance consistent with the requirements herein, a closing statement consistent with the terms of this Agreement, and a certificate of acceptance of the Grant Deed as required by Section 27281 of the California Government Code, and Optionee shall have timely deposited all funds to be deposited into the Escrow pursuant hereto, including without limitation the Closing Payment. 12. Owner's Representations, Warranties and Covenants. Owner hereby represents, warrants and covenants to Optionee and its assigns, and makes the representations, warranties and covenants set forth in this Paragraph 12 for the benefit of Optionee and its successors and assigns. Owner shall notify Optionee in writing immediately if Owner becomes aware that any representation or warranty has become untrue or misleading in light of information obtained by Owner after the Agreement Date. Owner shall indemnify, protect, defend and hold harmless Optionee from and against all Claims arising from or relating to any misrepresentation made by Owner in this Agreement or in any document, certificate or exhibit given or delivered in connection herewith. (a) Authority. Owner is the sole owner of fee title to the Real Property and has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder, and the execution and delivery of this Agreement by Owner shall have been duly authorized. No approvals, authorizations or consents of any public body or of any person other than Owner's shareholders, partners or members, as applicable, are necessary in connection herewith. This Agreement and all other agreements, documents and instruments to be executed in connection herewith have been effectively authorized by all necessary action, corporate, partnership or otherwise, including, without limitation, authorizations of Owner's Board of Directors, shareholders or members, as applicable, which authorizations remain in full force and effect, have been duly executed and delivered by Owner, and no other corporate, partnership or other proceedings on the part of Owner are required to authorize this Agreement and the transactions contemplated hereby. (b) No Conflict. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder on the part of Owner do not and will Option Agreement 20 Chemical 10.05. 2010 v.5 14 1