REQUISITE
POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY, AND SELLER HAS DULY AUTHORIZED THE EXECUTION
OF THIS AGREEMENT AND WILL HAVE, ON OR PRIOR TO THE CLOSING DATE, DULY
AUTHORIZED THE EXECUTION OF THE DOCUMENTS WHICH ARE REQUIRED TO BE DELIVERED
HEREUNDER BY SELLER IN CONNECTION WITH THE CLOSING.
THIS AGREEMENT AND ALL
DOCUMENTS EXECUTED BY SELLER WHICH ARE TO BE DELIVERED TO BUYER AT THE CLOSING
WILL, AT THE TIME OF CLOSING, BE LEGAL, VALID AND BINDING OBLIGATIONS OF SELLER
ENFORCEABLE AGAINST SELLER IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
(III)
NO VIOLATION OR CONFLICT.
THE EXECUTION,
DELIVERY AND PERFORMANCE OF THE AGREEMENT WILL NOT VIOLATE ANY OF SELLER'S
ORGANIZATIONAL OR GOVERNING DOCUMENTS OR ANY CONTRACT, AGREEMENT, COMMITMENT,
ORDER, JUDGMENT OR DECREE TO WHICH SELLER IS A PARTY OR BY WHICH BUYER IS BOUND.
(IV)
CONDEMNATION.
TO SELLER'S KNOWLEDGE, THERE
ARE, AS OF THE DATE OF THIS AGREEMENT, NO EXISTING OR PENDING CONDEMNATION
PROCEEDINGS OR DEEDS IN LIEU OF CONDEMNATION AFFECTING THE PREMISES, NOR TO
SELLER'S KNOWLEDGE, HAS ANY SUCH PROCEEDINGS BEEN THREATENED IN WRITING WITH
RESPECT TO THE PREMISES, AS OF THE DATE OF THIS AGREEMENT.
SELLER SHALL
PROMPTLY NOTIFY BUYER OF ANY SUCH PROCEEDINGS OF WHICH SELLER BECOMES AWARE.
(V)
LITIGATION.
THERE IS, AS OF THE DATE OF
THIS AGREEMENT AND AS OF THE CLOSING DATE, NO PENDING LITIGATION THAT HAVE BEEN
SERVED AGAINST SELLER WITH RESPECT TO THE PREMISES (NOR TO SELLER'S KNOWLEDGE,
HAS SUCH LITIGATION BEEN, AS OF THE DATE OF THIS AGREEMENT, THREATENED IN
WRITING AGAINST SELLER) THAT WOULD, IN EACH CASE, MATERIALLY ADVERSELY AFFECT
SELLER'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
(VI)
FOREIGN PERSON.
SELLER IS NOT A "FOREIGN
PERSON" WITHIN THE MEANING OF SECTION 1445(F)(3) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.
8
(VII)
NO LEASE.
SELLER HAS NOT ENTERED INTO ANY LEASE
FOR ANY PORTION OF THE PREMISES.
(VIII)
BANKRUPTCY.
SELLER HAS NOT FILED OR, TO SELLER'S
KNOWLEDGE, BEEN THE SUBJECT OF ANY FILING OF, A PETITION UNDER THE FEDERAL
BANKRUPTCY LAW OR ANY FEDERAL OR STATE INSOLVENCY LAWS OR LAWS FOR COMPOSITION
OF INDEBTEDNESS OR FOR THE REORGANIZATION OF DEBTORS.
(IX)
OTHER COMPETING RIGHTS.
EXCEPT FOR THIS
AGREEMENT, SELLER HAS NOT GRANTED TO ANY PARTY ANY OPTION, OR ANY RIGHT OF FIRST
REFUSAL OR FIRST OFFER FOR THE SALE OF THE PROPERTY OR ANY PORTION THEREOF TO
SUCH PARTY.
(X)
KNOWLEDGE.
MR. DAVID ANDRIS IS THE PERSON
CURRENTLY AFFILIATED WITH THE SELLER THAT IS LIKELY TO HOLD THE MOST KNOWLEDGE
IN RESPECT OF THOSE REPRESENTATIONS OF SELLER HEREUNDER THAT ARE QUALIFIED TO
SELLER'S KNOWLEDGE OR BY WORDS OF SIMILAR IMPORT.
(XI)
ENVIRONMENTAL REPORTS.
SELLER HAS DELIVERED
TO BUYER ALL ENVIRONMENTAL ASSESSMENT REPORTS IN SELLER'S POSSESSION WHICH
PERTAIN TO THE PREMISES.
(B)
IF SELLER NOTIFIES BUYER AFTER THE DATE OF THIS AGREEMENT OF ANY MATERIAL
AND ADVERSE MODIFICATION OR INACCURACY OF ANY OF SELLER'S REPRESENTATIONS AND
WARRANTIES IN SECTION 9, BUYER'S SOLE REMEDY SHALL BE THE RIGHT (TO BE