and effect
according to its terms.
If this condition precedent is not met as of Closing,
either party may terminate this Agreement, whereupon Purchaser shall receive a
refund of the Earnest Money and neither party shall be liable one to the other,
except for any obligations that expressly survive the termination hereof.
ARTICLE V
REPRESENTATIONS, WARRANTIES, AND COVENANTS
5.1
REPRESENTATIONS AND WARRANTIES OF SELLER.
AS OF THE EFFECTIVE
DATE, SELLER REPRESENTS AND WARRANTS TO PURCHASER AS FOLLOWS:
(A)
SELLER HAS NO ACTUAL KNOWLEDGE OF ANY LEGAL ACTIONS PENDING OR
THREATENED AGAINST THE PROPERTY OR AGAINST SELLER WITH RESPECT TO THE PROPERTY.
(B)
TWO (2) SECURITY DEPOSITS ARE HELD BY OR ON BEHALF OF SELLER
(FRESH MARKET DELI HAS ON FILE A SECURITY DEPOSIT OF NINE HUNDRED EIGHTY DOLLARS
AND 25/100 ($980.25), AND MEDICAL EDGE HEALTHCARE GROUP, INC. HAS ON FILE A
SECURITY DEPOSIT OF NINETEEN THOUSAND ONE HUNDRED SIXTY-FOUR DOLLARS
($19,164.00).
(C)
THE LEASES THAT ARE NOT TERMINABLE BY THE SELLER, AS LANDLORD,
UPON THIRTY (30) DAYS' PRIOR WRITTEN NOTICE ARE SET FORTH ON SCHEDULE 5.1(C)
ATTACHED HERETO, AND SELLER, TO THE BEST OF SELLER'S KNOWLEDGE, HAS DELIVERED A
TRUE AND COMPLETE COPY OF THE LEASES TO PURCHASER.
(D)
TO THE BEST OF SELLER'S KNOWLEDGE, (A) SELLER HAS DELIVERED OR
MADE AVAILABLE TO PURCHASER TRUE AND COMPLETE COPIES OF ALL PROPERTY DOCUMENTS
THAT ARE IN SELLER'S POSSESSION OR CONTROL AND MATERIALLY AFFECT THE OWNERSHIP,
USE AND OPERATION OF THE PROPERTY, AND (B) SUCH PROPERTY DOCUMENTS ARE IN FULL
FORCE AND EFFECT.
9
(E)
TO THE BEST OF SELLER'S KNOWLEDGE, SELLER HAS NOT RECEIVED ANY
WRITTEN NOTICE FROM ANY GOVERNMENTAL AGENCY REQUIRING THE CORRECTION OF ANY
CONDITION WITH RESPECT TO THE PROPERTY, OR ANY PART THEREOF, BY REASON OF A
MATERIAL VIOLATION OF ANY APPLICABLE FEDERAL, STATE, COUNTY OR MUNICIPAL LAW,
CODE, RULE OR REGULATION, WHICH HAS NOT BEEN CURED OR WAIVED.
(F)
TO THE BEST OF SELLER'S KNOWLEDGE, SELLER HAS RECEIVED NO WRITTEN
NOTICE FROM: (1) ANY TENANT OF THE PROPERTY CLAIMING THAT SELLER IS CURRENTLY IN
DEFAULT IN ITS MATERIAL OBLIGATIONS AS LANDLORD UNDER SUCH TENANT'S LEASE; OR
(2) ANY PERSON CLAIMING THAT ANY TENANT OF THE PROPERTY IS CURRENTLY IN DEFAULT
IN ANY MATERIAL OBLIGATION UNDER ITS LEASE.
(G)
THE SERVICE CONTRACTS AFFECTING THE PROPERTY THAT ARE NOT
TERMINABLE BY SELLER UPON THIRTY (30) DAYS' PRIOR WRITTEN NOTICE ARE SET FORTH
ON EXHIBIT B-1 ATTACHED HERETO (THE "CONTRACTS"), AND SELLER, TO THE BEST OF
SELLER'S KNOWLEDGE, HAS DELIVERED (OR WILL DELIVER DURING THE INSPECTION PERIOD)
A TRUE AND COMPLETE COPY OF SUCH CONTRACTS TO PURCHASER.
AS OF THE CLOSING
DATE, THERE WILL BE NO SERVICE CONTRACTS IN EFFECT WITH RESPECT TO THE PREMISES
EXCEPT FOR (I) THE CONTRACTS DESCRIBED ON EXHIBIT B-1 ATTACHED HERETO; (II)
SERVICE CONTRACTS APPROVED BY PURCHASER; AND (III) SERVICE CONTRACTS THAT ARE
TERMINABLE WITHOUT PENALTY UPON NOT MORE THAN THIRTY (30) DAYS' PRIOR WRITTEN
NOTICE.
5.2
COVENANTS OF SELLER.
SELLER HEREBY COVENANTS AS FOLLOWS:
(A)
BETWEEN THE EFFECTIVE DATE AND THE CLOSING DATE,