PROCEEDINGS OR ACTIONS OF ANY KIND OR CHARACTER
AFFECTING SELLER'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
4
6.2(G)
NO GOVERNMENT PROCEEDINGS.
THERE ARE NO EXISTING OR, TO SELLER'S
KNOWLEDGE, PENDING OR THREATENED
CONDEMNATION PROCEEDINGS AFFECTING THE
PROPERTY OR ANY PART THEREOF.
6.2(H)
COMPLIANCE WITH LAWS AND REQUIREMENTS; HAZARDOUS MATERIALS.
SELLER
HAS NOT RECEIVED ANY WRITTEN NOTICE OF ANY VIOLATION OF (I) ANY FEDERAL, STATE
OR LOCAL LAW, STATUTE, ORDINANCE, RULE OR REGULATION (INCLUDING, WITHOUT
LIMITATION, THOSE RELATING TO HAZARDOUS MATERIALS (AS DEFINED BELOW))
(COLLECTIVELY, "LAWS") , EXCEPT FOR ANY SUCH MATTERS WHICH MAY HAVE BEEN
PREVIOUSLY CURED BY SELLER; OR (II) ANY REQUIREMENT APPLICABLE TO THE PROPERTY,
INCLUDING, WITHOUT LIMITATION, REQUIREMENTS IMPOSED UNDER ANY RECORDED
COVENANTS, CONDITIONS, RESTRICTIONS, EASEMENTS OR OTHER RIGHTS AFFECTING THE
PROPERTY (COLLECTIVELY, "REQUIREMENTS"), EXCEPT FOR ANY SUCH MATTERS WHICH MAY
HAVE BEEN PREVIOUSLY CURED BY SELLER.
EXCEPT AS SET FORTH IN THE DUE DILIGENCE
MATERIALS, TO SELLER'S KNOWLEDGE, SELLER HAS NOT USED, GENERATED, MANUFACTURED,
STORED OR DISPOSED OF ON, UNDER OR ABOUT THE PROPERTY OR TRANSPORTED TO OR FROM
THE PROPERTY ANY HAZARDOUS MATERIALS IN VIOLATION OF APPLICABLE LAWS.
EXCEPT AS
SET FORTH IN THE DUE DILIGENCE MATERIALS, TO SELLER'S KNOWLEDGE, NO HAZARDOUS
MATERIALS HAVE BEEN OR ARE LOCATED ON, UNDER OR ABOUT THE PROPERTY IN VIOLATION
OF APPLICABLE LAWS. AS USED HEREIN, THE TERM "HAZARDOUS MATERIALS" MEANS ANY
FLAMMABLE, EXPLOSIVE, OR RADIOACTIVE MATERIALS, HAZARDOUS WASTES OR SUBSTANCES,
TOXIC WASTES OR SUBSTANCES AND OTHER RELATED MATERIALS, INCLUDING, WITHOUT
LIMITATION, ANY SUBSTANCES DEFINED AS OR INCLUDED IN THE DEFINITION OF
"HAZARDOUS SUBSTANCES", "HAZARDOUS WASTES", "HAZARDOUS MATERIALS" OR "TOXIC
SUBSTANCES" UNDER ANY APPLICABLE LAWS OR REQUIREMENTS.
6.2(I)
CONTRACTS. THE LIST OF SERVICE CONTRACTS PROVIDED TO BUYER AS PART
OF THE DUE DILIGENCE MATERIALS SHALL BE TRUE, CORRECT AND COMPLETE IN ALL
MATERIAL RESPECTS.
SELLER HAS NOT RECEIVED ANY WRITTEN NOTICE OF TERMINATION OR
MONETARY DEFAULT UNDER THE SERVICE CONTRACTS WHICH REMAINS UNCURED.
6.3
BUYER'S RIGHTS.
SELLER SHALL USE GOOD FAITH EFFORTS TO PROVIDE
BUYER WITH ANY INFORMATION IT OBTAINS THAT WOULD RENDER ANY OF THE
REPRESENTATIONS OR WARRANTIES CONTAINED HEREIN UNTRUE OR INCORRECT IN ANY
MATERIAL RESPECT.
BUYER'S SOLE REMEDY IN THE EVENT OF A BREACH OF ANY OF THE
FOREGOING REPRESENTATIONS AND WARRANTIES DISCOVERED PRIOR TO CLOSE OF ESCROW
SHALL BE TO ELECT EITHER TO TERMINATE THIS AGREEMENT AND OBTAIN THE PROMPT
RETURN OF BUYER'S DEPOSIT, FOLLOWING WHICH NEITHER PARTY SHALL HAVE ANY FURTHER
OBLIGATIONS HEREUNDER, OR TO PROCEED TO CLOSE OF ESCROW, WAIVING ANY CLAIM
AGAINST SELLER AND RELEASING SELLER FROM ANY LIABILITY OR OBLIGATIONS IN
CONNECTION THEREWITH.
6.4
WARRANTIES SURVIVE CLOSING; CAP ON SELLER'S LIABILITY.
THE
REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT SHALL NOT MERGE INTO ANY
INSTRUMENT OR CONVEYANCE DELIVERED AT THE CLOSE OF ESCROW BUT SHALL SURVIVE FOR
A PERIOD OF ONE (1) YEAR AFTER THE CLOSING DATE; PROVIDED, HOWEVER, THAT ANY
ACTION, SUIT OR PROCEEDING WITH RESPECT TO THE TRUTH, ACCURACY OR COMPLETENESS
OF SUCH REPRESENTATIONS AND WARRANTIES SHALL BE ACTIONABLE OR ENFORCEABLE IF AND
ONLY IF:
(I)