|
Property. For purposes of this representation, the term"Hazardous Substances" means
<br /> asbestos and asbestos-containing materials, polychlorinated biphenyls, nuclear fuel or
<br /> materials, chemical waste, radioactive materials, explosives, known carcinogens, petroleum
<br /> products, or other dangerous, toxic, or hazardous pollutant, contaminant, chemical, material
<br /> or substance defined as hazardous or as a pollutant or contaminant in, or the release or
<br /> disposal of which is regulated by, any Environmental Laws. For purposes of this
<br /> Agreement, the term"Environmental Laws" shall mean the Comprehensive
<br /> Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42
<br /> U.S.C. §§ 9601-9657, as amended, and any other federal, state and local laws, rules and
<br /> regulations dealing with Hazardous Substances, the environment or public health.
<br /> (m) FIRPTA. Seller is not a"foreign person," "foreign partnership," "foreign trust" or
<br /> "foreign estate," as those terms are defined in Section 1445 of the Internal Revenue Code.
<br /> (n) Protected Historical Sites. To Seller's knowledge, the Real Property does not have
<br /> any American Indian burial grounds, other human burial grounds, ceremonial earthworks,
<br /> historical materials, and/or other archeological sites that are protected by federal or state
<br /> law. Buyer's obligation to close is contingent upon Buyer determining to Buyer's
<br /> satisfaction that the Real Property does not have any American Indian burial grounds, other
<br /> human burial grounds, ceremonial earthworks, historical materials, and/or other
<br /> archeological sites that are protected by federal or state law.
<br /> Except for the representations explicitly set forth in this Agreement, Seller and Buyer agree that
<br /> Buyer will accept possession of the Real Property in its AS-IS condition, WITH ALL FAULTS,
<br /> and the sale of the Real Property to Buyer shall be without any other representation, covenant or
<br /> warranty of any kind, express or implied, and Buyer, for Buyer, Buyer's agents, attorneys,
<br /> representatives, heirs and assigns does hereby disclaim and renounce any other representation or
<br /> warranty.
<br /> The representations in this Section 8 shall survive the Closing.
<br /> 9. REPRESENTATIONS AND INDEMNITY BY BUYER. Buyer represents to Seller
<br /> that Buyer has the power and authority to execute this Agreement and any Buyer's Closing
<br /> Documents signed by it; that all such documents have been authorized by all necessary action on
<br /> the part of Buyer and at the Closing shall have been duly executed and delivered; that the
<br /> execution, delivery, and performance by Buyer of such documents does not conflict with or
<br /> violate any judgment, order or decree of any court or arbiter or any agreement by which Buyer is
<br /> bound; and that all such documents are valid and binding obligations of Buyer and are
<br /> enforceable in accordance with their terms.
<br /> The representations in this Section 9 shall survive the Closing.
<br /> 10. CONDEMNATION. If, prior to the Closing Date, any governmental entity commences
<br /> any eminent domain proceedings ("Proceedings") against all or any part of the Real Property,
<br /> Seller shall give notice to Buyer of such fact, and, at Buyer's option (to be exercised by notice to
<br /> Seller within thirty (30) days after Seller's notice), this Agreement shall terminate. Upon such
<br /> termination, neither Seller nor Buyer shall have any further rights or obligations under this
<br /> 6
<br /> 181569v2
<br />
|