2018-178A (2) - Laserfiche WebLink

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of this Agreement by Seller and the consummation by Seller of the transactions described herein having been duly and validly authorized by all necessary corporate action and the observance of all required formalities on the part of Seller, such that this Agreement constitutes a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms. Neither the execution and delivery of this Agreement nor the consummation by Seller of the transaction contemplated hereby, nor compliance by Seller with any of the provisions hereof will: (i) conflict with or result in a breach of or default under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement, or other instrument or obligation to which Seller is a party or by which it or the Property is bound, or (ii) violate any order, injunction, decree, statute, rule, or regulation applicable to Seller or the Property, other than as disclosed to Buyer. (h) Seller has not received any actual notice of violation, of any applicable building, zoning, or other ordinances, resolutions, statutes, or regulations from any insurance company or governmental agency in respect to the operation or condition of Property and, to the best of Seller's actual knowledge, without independent inquiry, there are no such violations. (i) To the best of Seller's actual knowledge and belief, the Property has not in the past, and is not now, used as a depository or storage area for trash, garbage or any toxic waste, hazardous materials or toxins. Buyer is fully aware that the previous and/or current use of the Property may include or may have included fuel and/or petroleum product storage and that related fuel and/or petroleum products may be or may have been stored on the Property. 0) Seller has full power and authority to own and sell the Property and to comply with the terms of this Agreement. (k) The execution and delivery of this Agreement by Seller and the consummation by Seller of the transaction contemplated by this Agreement are within Seller's capacity. (1) All of the warranties and representations of the Seller set forth in this Agreement shall be true upon the execution of this Agreement, shall be deemed to be repeated at and as of the Closing Date, and shall be true as of the Closing Date. (m) The Property is currently zoned ALM and ALI-MC. Buyer shall be responsible for pursuing any change in such zoning designation. 10. SPECIAL ASSESSMENT LIENS. Certified, confirmed, and ratified special assessment liens as of the Closing Date are to be paid by Seller. Pending liens as of the date of Closing shall be assumed by Buyer. 11. RISK OF LOSS. Seller shall bear all risk of casualty loss to Property occurring prior to Closing and shall maintain in fitll force and effect all liability insurance now in force through the Closing Date. In the event of any damage or destruction to any of the Property prior to Closing that is not restored by the Closing Date, Buyer may rescind this Agreement and receive a refund of the Deposit together with all interest thereon, if any. Specifically excluded from this provision is any loss resulting from the past, present or future existence of environmental contaminants. ,;:) Page 5 of 15 Buyer's Initials Seller's Initials