COMMISSIONS.
SELLER AND PURCHASER EACH REPRESENT AND WARRANT TO
THE OTHER THAT NO REAL ESTATE BROKERAGE COMMISSION IS PAYABLE TO ANY PERSON OR
ENTITY IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY, OTHER THAN THE
SELLER'S BROKER, AND EACH AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD THE OTHER
HARMLESS AGAINST THE PAYMENT OF ANY COMMISSION TO ANY OTHER PERSON OR ENTITY
CLAIMING BY, THROUGH OR UNDER SELLER OR PURCHASER, AS APPLICABLE.
THIS
INDEMNIFICATION SHALL EXTEND TO ANY AND ALL CLAIMS, LIABILITIES, COSTS AND
EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND LITIGATION COSTS) ARISING AS
A RESULT OF SUCH CLAIMS AND SHALL SURVIVE THE CLOSING.
8.7
LOAN RESERVES AND ESCROWS.
AT CLOSING, SELLER SHALL ASSIGN TO
PURCHASER ANY LOAN RESERVES OR ESCROWS HELD BY LENDER IN CONNECTION WITH THE
EXISTING LOAN, AND SELLER SHALL RECEIVE A CREDIT ON THE SETTLEMENT STATEMENT FOR
THE TRANSFERRED RESERVES AND ESCROWS TO THE EXTENT ACTUALLY ASSIGNABLE TO
PURCHASER.
ARTICLE 9.
REPRESENTATIONS AND WARRANTIES
9.1
SELLER'S REPRESENTATIONS AND WARRANTIES.
SELLER REPRESENTS AND
WARRANTS TO PURCHASER THAT AS OF THE EFFECTIVE DATE AND AS OF THE DATE OF
CLOSING:
9.1.1
ORGANIZATION AND AUTHORITY. SELLER HAS BEEN DULY ORGANIZED, IS
VALIDLY EXISTING AS AN ARIZONA CORPORATION, AND IS IN GOOD STANDING IN THE STATE
OF ARIZONA.
SELLER HAS THE FULL RIGHT AND AUTHORITY AND HAS OBTAINED ANY AND
ALL CONSENTS REQUIRED TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE OR CAUSE TO
BE CONSUMMATED THE TRANSACTIONS CONTEMPLATED HEREBY.
THIS AGREEMENT HAS BEEN,
AND ALL OF THE DOCUMENTS TO BE DELIVERED BY SELLER AT THE CLOSING WILL BE,
AUTHORIZED AND EXECUTED AND CONSTITUTE, OR WILL CONSTITUTE, AS APPROPRIATE, THE
VALID AND BINDING OBLIGATION OF SELLER, ENFORCEABLE IN ACCORDANCE WITH THEIR
TERMS.
9.1.2
CONFLICTS AND PENDING ACTIONS.
THERE IS NO AGREEMENT TO WHICH
SELLER IS A PARTY OR, TO SELLER'S KNOWLEDGE, THAT IS BINDING ON SELLER WHICH IS
IN CONFLICT WITH THIS AGREEMENT, WHICH CHALLENGES OR IMPAIRS SELLER'S ABILITY TO
EXECUTE OR PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
TO SELLER'S KNOWLEDGE,
THERE IS NO ACTION OR PROCEEDING OR LITIGATION PENDING OR THREATENED AGAINST
SELLER OR RELATING TO THE PROPERTY.
9.1.3
RENT ROLL.
EXHIBIT "F" IS A TRUE, CORRECT AND COMPLETE RENT ROLL IN
ALL MATERIAL RESPECTS LISTING ALL TENANTS OF THE PROPERTY.
9.1.4
SERVICE CONTRACTS AND LICENSE AGREEMENTS.
TO SELLER'S KNOWLEDGE,
THE LIST AND COPIES OF SERVICE CONTRACTS AND LICENSE AGREEMENTS TO BE DELIVERED
TO PURCHASER PURSUANT TO THIS AGREEMENT WILL BE CORRECT AND COMPLETE IN ALL
MATERIAL RESPECTS AS OF THE DATE OF DELIVERY.
9.1.5
NOTICES FROM GOVERNMENTAL AUTHORITIES.
TO SELLER'S KNOWLEDGE,
SELLER HAS NOT RECEIVED NOTICE OF ANY MATERIAL VIOLATION OF ANY LAWS (INCLUDING,
BUT NOT LIMITED TO, ENVIRONMENTAL LAWS)
APPLICABLE (OR ALLEGED TO BE
APPLICABLE) TO THE REAL PROPERTY, OR ANY PART THEREOF, THAT HAS NOT BEEN
CORRECTED, EXCEPT AS MAY BE DISCLOSED BY THE PROPERTY DOCUMENTS OR OTHERWISE
DISCLOSED IN WRITING TO PURCHASER PRIOR TO THE DATE HEREOF.
9.1.6
SELLER'S ACTIONS.
SELLER HAS NOT DEPOSITED OR RELEASED ANY
HAZARDOUS MATERIALS (AS DEFINED BELOW) ON THE PROPERTY