EXHIBIT M, ATTACHED HERETO AND MADE PART HEREOF.
5
(G)
SELLER IS NOT A FOREIGN CORPORATION, FOREIGN
PARTNERSHIP OR FOREIGN ESTATE (AS SUCH TERMS ARE DEFINED IN SECTION 1445 OF THE
INTERNAL REVENUE CODE).
(H)
SELLER HAS DELIVERED OR MADE AVAILABLE TO
BUYER ALL ENVIRONMENTAL REPORTS IN SELLER'S POSSESSION OR CONTROL.
(I)
THERE ARE NO MECHANIC'S OR MATERIALMAN'S
LIENS OR SIMILAR CLAIMS OR LIENS NOW ASSERTED AGAINST THE PROPERTY FOR WORK
PERFORMED OR COMMENCED PRIOR TO THE DATE HEREOF OTHER THAN AS DESCRIBED IN THE
TITLE COMMITMENT
(J)
SELLER IS NOT BANKRUPT OR INSOLVENT
UNDER ANY APPLICABLE FEDERAL OR STATE STANDARD, AND SELLER HAS NOT FILED FOR
PROTECTION OR RELIEF UNDER ANY APPLICABLE BANKRUPTCY OR CREDITOR PROTECTION
STATUTE AND HAS NOT BEEN THREATENED BY CREDITORS WITH AN INVOLUNTARY APPLICATION
OF ANY APPLICABLE BANKRUPTCY OR CREDITOR PROTECTION STATUTE.
(K)
IF SELLER IS NOTIFIED OF ANY LEGAL
PROCEEDINGS INSTITUTED AGAINST THE PROPERTY PRIOR TO CLOSING, SELLER REPRESENTS
AND COVENANTS THAT SELLER SHALL, AS SOON AS REASONABLY PRACTICABLE, GIVE NOTICE
THEREOF TO BUYER.
The representations and warranties contained herein may be relied upon by the
party receiving the same and shall survive the Closing Date for a period of nine
(9) months from and after the Closing Date (the "Survival Period").
If a
written claim is made within the Survival Period, the Survival Period shall toll
with respect to such claim while such claim is outstanding.
Buyer shall not
make any claim on account of a breach of representations or warranties unless
and until the aggregate measure of such claims exceeds $25,000.
In no event
shall the liability for Seller to Buyer for any breaches of any representations
or warranties set forth in this Section 4.1 exceed $250,000, in the aggregate.
4.2
SELLER'S COVENANTS.
SELLER HEREBY COVENANTS
AND AGREES WITH BUYER THAT:
(A)
AT ALL TIMES FROM THE EXECUTION OF THIS
AGREEMENT TO THE EARLIER OF THE TERMINATION OF THIS AGREEMENT AND THE CLOSING
DATE, IT SHALL MAINTAIN SUCH CASUALTY INSURANCE ON THE IMPROVEMENTS AS IS
PRESENTLY INSURED, AS MORE PARTICULARLY SET FORTH ON EXHIBIT P ATTACHED HERETO
AND MADE A PART HEREOF.
(B)
FROM AND AFTER THE FEASIBILITY TERMINATION
DATE (DEFINED BELOW) (PROVIDED THIS AGREEMENT HAS NOT OTHERWISE TERMINATED AS
PROVIDED HEREIN) THROUGH THE EARLIER OF THE TERMINATION OF THIS AGREEMENT AND
THE CLOSING DATE, SELLER SHALL NOT ENTER INTO ANY NEW CONTRACTS OR AGREEMENTS
(INCLUDING, WITHOUT LIMITATION, ANY LEASES, LICENSES OR OCCUPANCY AGREEMENTS) OR
PLACE, OR PERMIT TO BE PLACED, ANY ENCUMBRANCE ON THE PROPERTY, IF SUCH CONTRACT
OR ENCUMBRANCE WOULD SURVIVE THE CLOSING, WITHOUT THE PRIOR WRITTEN CONSENT OF
BUYER, WHICH MAY BE GRANTED OR WITHHELD IN BUYER'S SOLE DISCRETION.
4.3
BUYER'S REPRESENTATIONS AND WARRANTIES.
BUYER HEREBY REPRESENTS AND WARRANTS TO SELLER, AS OF THE DATE OF THIS AGREEMENT
AND AS OF THE CLOSING DATE, THAT THIS AGREEMENT HAS BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED BY BUYER AND ALL CONSENTS REQUIRED UNDER BUYER'S
ORGANIZATIONAL DOCUMENTS OR BY LAW HAVE BEEN OBTAINED.
ALL DOCUMENTS THAT ARE
TO BE EXECUTED BY