|
7. REPRESENTATIONS AND WARRANTIES .
<br /> 7 . 1 . Seller's Representations and Warranties .
<br /> Seller represents and warrants to Purchaser as of the Effective Date and as of the Closing Date
<br /> that :
<br /> 7 . 1 . 1 . Seller is a corporation duly created and existing in good standing pursuant to the
<br /> laws of the state of Florida;
<br /> 7. 1 .2 . Seller is authorized and empowered to enter into this Agreement and perform all
<br /> of its obligations under this Agreement without any qualification whatsoever;
<br /> 7. 1 . 3 . No consent or approval of any third party (including, without limitation, any
<br /> governmental authority) is or was required to execute and deliver this Agreement or otherwise
<br /> consummate the transactions contemplated in this Agreement ;
<br /> 7. 1 .4 . The person signing this Agreement on behalf of Seller has been or will be duly
<br /> authorized to sign and deliver this Agreement on behalf of Seller;
<br /> 7 . 1 . 5 . Seller has not committed any act or permitted any action to be taken which would
<br /> materially adversely affect its ability to fulfill its material obligations under this Agreement;
<br /> 7. 1 . 6 . The execution and delivery of this Agreement, and the performance of Seller's
<br /> obligations under this Agreement, will not violate or breach , or conflict with, the terms, covenants or
<br /> provisions of any agreement, contract, note, mortgage, indenture or other document of any kind
<br /> whatsoever to which Seller is a party or to which the Property is subject;
<br /> 7 . 1 . 7 . There is no litigation, administrative proceeding or investigation of any kind,
<br /> nature or description presently pending, or, to Seller's Current Actual Knowledge, contemplated or
<br /> threatened, against Seller or the Property which would affect Seller's authority or ability to perform and
<br /> carry out Seller's duties and obligations under this Agreement or which seeks to challenge, enjoin or
<br /> otherwise prohibit the closing and consummation of the sale and purchase transaction contemplated in
<br /> this Agreement in accordance with its terms ;
<br /> 7 . 1 . 8 . To Seller's Current Actual Knowledge and excluding any matters with respect to
<br /> the Cattle Dip as hereinafter provided, Seller has not: (i) caused or permitted the generation , manufacture,
<br /> refinement, transportation, treatment, storage, handling, installation, removal, disposal, transfer,
<br /> production or processing of "Hazardous Substances" (as such term is hereinafter defined in this Section)
<br /> or other dangerous or toxic substances , or solid wastes, except in compliance with all applicable laws ; (ii)
<br /> caused or permitted or received any written notice or has any Current Actual Knowledge of the "Release"
<br /> (as such term is hereinafter defined in this Section) or existence of any Hazardous Substances on or about
<br /> the Property or property surrounding the Property which might affect the Property; or (iii) caused or
<br /> permitted or received any written notice or has any Current Actual Knowledge of any substances or
<br /> conditions on or about the Property which may support a claim or cause of action, whether by any
<br /> governmental authority or any other person, under any laws, as amended from time to time, and all rules
<br /> and regulations promulgated thereunder, including, but not limited to: the Comprehensive Environmental
<br /> Response, Compensation and Liability Act of 1980, 42 U. S . C. Sections 9601 et seq. (the "Superfund
<br /> Act"); the Resource Conservation and Recovery Act of 1976, 42 U. S .C. Sections 6921 et seq. ; the Toxic
<br /> Substances Control Act, 15 U. S .C. Sections 2601 et seg. ; the Federal Insecticide, Fungicide and
<br /> Rodenticide Act, 7 U. S . C. Section 136 ; the Federal Water Pollution Control Act, 33 U. S .C. Sections 1251
<br /> et seq. ; the Hazardous Materials Transportation Act, 49 U. S .C. Sections 1801 et seq. ; the Federal Solid
<br /> January 8, 2008 6
<br />
|