Agmt11 Salaman Associates, LLC - Laserfiche WebLink

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• • (1) Rights of Third Parties. Seller has not alienated, encumbered, transferred, optioned, leased, assigned, transferred, or otherwise conveyed its interest or any portion of its interest in the Property or any portion thereof except for the Lease or as may be expressly set forth in the Title Report, nor has the Seller entered into any agreement (other than this Agreement) to do so. No person or entity holds any rights to purchase or otherwise acquire all or any portion of the Property (or interest therein), including pursuant to any purchase agreement, option, right of first offer, right of first refusal, gift or other agreement. (m) Binding Agreement. This Agreement constitutes the legal, valid and binding obligation of Seller and is enforceable in accordance with its terms against Seller subject only to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting or limiting the rights of contracting parties generally. (n) OFAC. Neither Seller nor any of its affiliates (i) is listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control, Department of the Treasury ( "OFAC ") pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the "Order ") and other similar requirements contained in the rules and regulations of OFAC and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation or orders are collectively called, the "Orders "), and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the "Lists"), (B) is a Person (as defined in the Orders) who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is owned or controlled by (including without limitation by virtue of such Person being a director or owning voting shares or interests), or acts for or on behalf of, any person on the Lists or any other Person who has been determined by competent authority to be subject to the prohibitions contained in the Orders. (o) Condemnation or Litigation. There are no condemnation proceedings or other claims, actions, suits or proceedings continuing, pending or, to Seller's knowledge, threatened, which would adversely affect Seller or this transaction, or which will result in a lien, charge, encumbrance or judgment against any part of or any interest in the Property. (p) Other. Neither this Agreement, nor any of the exhibits or schedules hereto (whether delivered prior to, simultaneously with, or subsequent to the execution of this Agreement) contains any untrue statement of material fact. 13. Buyer's Representations and Warranties. Buyer hereby makes the representations and warranties set forth in this Paragraph 13 for the benefit of Seller and its successors and assigns. Buyer shall notify Seller in writing immediately if Buyer becomes aware that any representation or warranty has become untrue or misleading in light of information obtained by Buyer after the Effective Date. Buyer shall indemnify, protect, defend and hold harmless Seller from and against all Claims arising from or relating to any misrepresentation made by Buyer in this Agreement. Purchase and Sale Agreement 1548 Maple 03.04. 2011 v.4 16