SELLER'S KNOWLEDGE, SELLER
IS NOT A PARTY TO ANY UNRECORDED AGREEMENTS WITH ANY GOVERNMENTAL ENTITY, AGENCY
OR AUTHORITY ("GOVERNMENTAL AUTHORITY") THAT (A) IMPOSE ANY OBLIGATIONS ON THE
PROPERTY OR ON ANY OWNER OF ANY PART OF THE PROPERTY EXCEPT TAX ABATEMENTS GIVEN
TO TENANTS BY SUCH GOVERNMENTAL AGENCIES, THE *** ANNEXATION AGREEMENT AND THE
*** CONDEMNATION, AS DEFINED BELOW, AND (B) THAT SHALL SURVIVE THE CLOSING, NOR,
TO THE BEST OF SELLER'S KNOWLEDGE, HAS SELLER PETITIONED, OR APPLIED TO ANY
GOVERNMENTAL AUTHORITY FOR THE PASSAGE OF ANY ORDINANCE OR REGULATION THAT (I)
DOES OR MAY IMPOSE ANY OBLIGATIONS ON ANY PORTION OF THE PROPERTY AND OR ANY
OWNER OF ANY PORTION OF THE PROPERTY EXCEPT TAX ABATEMENTS GIVEN TO TENANTS BY
SUCH GOVERNMENTAL AGENCIES, THE *** ANNEXATION AGREEMENT AND THE ***
CONDEMNATION (II) SHALL SURVIVE THE CLOSING; AND (III) HAS NOT BEEN RECORDED
AGAINST THE PROPERTY.
7.1.3
NO LITIGATION.
SELLER HAS NOT BEEN SERVED WITH ANY SUMMONS
AND COMPLAINT WITH RESPECT TO ANY PENDING, NOR DOES SELLER HAVE ANY KNOWLEDGE OF
RECEIPT OF WRITTEN NOTICE OF ANY THREATENED LITIGATION OR PROCEEDING BY ANY
ORGANIZATION, PERSON, INDIVIDUAL OR GOVERNMENTAL AGENCY AGAINST SELLER WITH
RESPECT TO THE PROPERTY OR AGAINST THE PROPERTY AS OF THE DATE OF THIS AGREEMENT
EXCEPT THAT SPECIFICALLY DISCLOSED TO BUYER, IN WRITING AS PART OF SELLER'S
DELIVERIES.
7.1.4
AUTHORITY.
SELLER IS A DULY ORGANIZED AND VALIDLY FORMED
LIMITED PARTNERSHIP, LIMITED LIABILITY COMPANY OR GENERAL PARTNERSHIP, AS THE
CASE MAY BE, UNDER THE LAWS OF THE STATE OF ITS FORMATION, IS QUALIFIED TO DO
BUSINESS IN EACH STATE IN WHICH THE PROPERTY IT OWNS IS LOCATED AND IS NOT
SUBJECT TO ANY INVOLUNTARY PROCEEDING FOR DISSOLUTION OR LIQUIDATION THEREOF.
7.1.5
NON-FOREIGN STATUS.
SELLER IS NOT A "FOREIGN PERSON" AS
THAT TERM IS DEFINED IN THE INTERNAL REVENUE CODE OF 1986, AS AMENDED AND THE
REGULATIONS PROMULGATED PURSUANT THERETO.
7.1.6
AUTHORITY OF SIGNATORIES; NO BREACH OF OTHER AGREEMENTS,
ETC.
THE EXECUTION, DELIVERY OF AND PERFORMANCE UNDER THIS AGREEMENT ARE
PURSUANT TO AUTHORITY VALIDLY AND DULY CONFERRED UPON SELLER AND THE SIGNATORIES
HERETO.
THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED AND THE
COMPLIANCE BY SELLER WITH THE TERMS OF THIS AGREEMENT DO NOT AND WILL NOT
CONFLICT WITH OR RESULT IN A BREACH OF ANY OF THE TERMS OR PROVISIONS OF, OR
CONSTITUTE A DEFAULT UNDER, THE ORGANIZATIONAL OR GOVERNING ENTITY DOCUMENTS OF
SELLER, OR, TO SELLER'S KNOWLEDGE, ANY AGREEMENT, ARRANGEMENT, UNDERSTANDING,
ACCORD, DOCUMENT OR INSTRUMENT TO WHICH SELLER IS A PARTY OR BY WHICH SELLER OR
ANY MATERIAL PROPERTY OF SELLER IS BOUND.
17
7.1.7
HAZARDOUS MATERIALS.
EXCEPT AS (A) EXPRESSLY AND
SPECIFICALLY SET FORTH IN ANY SELLER DELIVERIES (INCLUDING WITHOUT LIMITATION,
ANY ENVIRONMENTAL ASSESSMENT REPORTS), (B) AS OTHERWISE EXPRESSLY AND
SPECIFICALLY DISCLOSED TO BUYER IN WRITING PRIOR TO THE INSPECTION DATE OR (C)
AS EXPRESSLY AND SPECIFICALLY SET FORTH IN ANY REPORT PREPARED BY BUYER OR ITS
ENVIRONMENTAL ENGINEERS OR CONSULTANTS,
(I)
SELLER HAS NOT RECEIVED ANY WRITTEN NOTICES FROM ANY OR ALL OF
ANY GOVERNMENTAL AUTHORITY,