|
under, or result in the creation or imposition of any lien, charge, or encumbrance upon the
<br /> Property or any other assets of Seller by reason of the terms of any contract, mortgage, lien,
<br /> lease, agreement, indenture, instrument or judgment to which Seller is a party or which is or
<br /> purports to be binding upon Seller or the Property or which otherwise affects Seller 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 is necessary to make this Agreement a valid instrument binding upon Seller in
<br /> accordance with its terms.
<br /> (c) Documents. Seller has provided or will provide Buyer pursuant to
<br /> Paragraph 10(b) with copies of all Property Documents in Seller's possession or control. All
<br /> Property Documents delivered or to be delivered to Buyer by Seller and its agents are complete
<br /> originals or true and correct copies thereof. Seller shall deliver as and when required all notices
<br /> relating to the Property to the extent required by applicable laws or any covenants, conditions or
<br /> restrictions affecting the Property. To the best of Seller's knowledge, all Seller- Prepared
<br /> Informational Documents will fairly present the information set forth therein in a manner that is
<br /> not misleading as of the date delivered by Seller to Buyer.
<br /> (d) Hazardous Materials. Seller and the Seller Related Parties have not
<br /> spilled, discharged or released any Hazardous Materials onto, under or about the Property in
<br /> violation of applicable law. To Seller's knowledge without inquiry, there are no above ground or
<br /> underground storage tanks, barrels, drums, pits, wells, lagoons or other containers (collectively,
<br /> "Tanks "), or any Hazardous Materials, on, in, about or under the Real Property, including any
<br /> ground water beneath and surface water thereon (whether by virtue of any storage, release or
<br /> disposal on, in or under the Real Property or migration to the Real Property), except for the
<br /> specific Tanks and/or Hazardous Materials and quantities thereof as are disclosed by Seller on
<br /> 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) 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 Seller'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) Solvency. No attachments, execution proceedings, assignments for the
<br /> benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or
<br /> threatened against Seller, nor are any of such proceedings contemplated by Seller.
<br /> Purchase and Sale Agreement 1548 Maple
<br /> 03.04.2011 v.1
<br /> 14
<br />
|