Reso 2001-342 - Laserfiche WebLink

Home Browse Search

7.1 Seller's Authority. Seller has legal right and ability to sell the Property pursuant to this Agreement. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transaction contemplated by this Agreement is within Seller's capacity and all requisite action has been taken to make this Agreement valid and binding on Seller in accordance with its terms. The foregoing representations are subject to an exception for Probate Court approval as provided for in Section 9.3 hereof. 7.2 No Legal Bar. The execution by Seller of this Agreement and the consummation by Seller of the transaction hereby contemplated does not, and on the Closing Date will not, result in a breach of, or default under, any indenture, agreement, lease, instrument, obligation or the agreement of limited partnership, limited partnership certificate or related instruments affecting the Seller, to which Seller is a party and which affects all or any portion of the Property, or to Seller's knowledge, constitutes a violation of any Governmental Requirement. 7.3 No Default. To the actual knowledge of the personal representatives of Seller, Seller is not in default under an indenture, mortgage, deed of trust, loan agreement, lease or other agreement to which Seller is a party and which affects any portion of the Property. 7.4 Hazardous Materials. Seller's personal representatives have no actual knowledge nor has they received any written notice that there has been any discharge of hazardous material at the Property. As used herein, the term "Hazardous Material" shall mean any substance, water or material which has been determined by state, federal or local government authority to be capable of posing a risk of injury to health, safety and property, including but not limited to, all of those materials, wastes and substances designated as hazardous or toxic by the U.S. Environmental Protection Agency, the U.S. Department of Labor, the U.S. Department of Transportation, and/or any other state or local governmental agency now or hereafter authorized to regulate materials or substances in the environmental (collectively "Governmental Authority(ies)"). Buyer must rely on its Environmental reports and assessments, as Seller is not aware ofProperty's environmental condition. 7.5 Litigation and Parties in Possession. To the actual knowledge of the personal representatives of Seller, there are no actions, suits, proceedings or investigations pending or, to the knowledge of Seller, threatened against Seller or the Property affecting any portion of the Property. The only party in possession other than Seller is the Lessee as described above and under the terms and conditions of the Tony Roma's Lease set forth above. 7.6 Buyer's Remedies for Seller's Misrepresentations. In the event that Buyer becomes aware prior to Closing that any of Seller's warranties or representations set forth in this Agreement are not true in any material respect on the Effective Date or any time thereafter but prior to Closing, and in the event Seller is unable to render any such representation or warranty true and correct in all material respects as of the later of (i) Closing Date and (ii) ten (10) days after Buyer delivers to Seller written notice of such alleged incorrect representation or warranty, Buyer may either: (a) terminate this Agreement by written notice thereof to Seller, in which event the parties will be relieved of all further obligations hereunder, except for those that expressly survive termination of this Agreement, and Buyer shall receive a refund of the Option Deposit, provided that Buyer had timely exercised the Option in the manner required under this Agreement; or (b) elect to close under this Agreement notwithstanding the failure of such 1-MI/413923.3 9