IN ACCORDANCE WITH ITS TERMS.
(2)
SELLER IS A CORPORATION, DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF HAWAII.
(3)
SELLER HAS THE FULL RIGHT, POWER AND
AUTHORITY TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT
AND TO CONVEY THE PROPERTY TO PURCHASER, ALL WITHOUT THE NECESSITY OF OBTAINING
ANY CONSENT OR APPROVAL OF, OR THE TAKING OF ANY OTHER ACTION WITH RESPECT TO,
ANY THIRD PARTIES.
THE PROPERTY DOES NOT CONSTITUTE ALL OR SUBSTANTIALLY ALL OF
THE ASSETS OF SELLER.
(4)
SELLER HAS GOOD AND MARKETABLE TITLE IN FEE
SIMPLE TO THE PROPERTY, AND ALL PARTS THEREOF, FREE AND CLEAR OF ALL LIENS OR
ENCUMBRANCES OF ANY KIND (EXCEPT FOR PERMITTED ENCUMBRANCES [HEREIN DEFINED])
AND NO OTHER PARTY HAS ANY RIGHT TO ACQUIRE ALL OR ANY PORTION OF THE PROPERTY.
(5)
OTHER THAN THE 2001 LEASE, SELLER HAS NOT
ENTERED INTO ANY LEASES, FRANCHISES, LICENSES, OCCUPANCY AGREEMENTS, OR OTHER
AGREEMENTS (WHETHER WRITTEN OR ORAL) DEMISING SPACE IN, OR OTHERWISE SIMILARLY
AFFECTING OR RELATING TO, THE LEASE TRACT OR THE IMPROVEMENTS ("LEASES").
(6)
OTHER THAN THE 2001 LEASE, NEITHER SELLER
NOR THE PROPERTY IS BOUND BY ANY CONTRACTS OR AGREEMENTS, SUCH AS MAINTENANCE,
SERVICE OR UTILITY CONTRACTS ("PROPERTY AGREEMENTS") WHICH RELATE IN ANY WAY TO
THE DESIGN, OWNERSHIP, USE, LEASING, MAINTENANCE, SERVICE OR OPERATION OF THE
PROPERTY.
5
(7)
NO MATERIALLY ADVERSE ACTION, SUIT,
PROCEEDING (INCLUDING ANY CONDEMNATION PROCEEDING), OR NOTICE OF VIOLATIONS OR
DEFICIENT CONDITION IS PENDING OR THREATENED (I) AGAINST SELLER WHICH WOULD
IMPAIR THE ABILITY OF SELLER TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY
OR (II) AGAINST THE PROPERTY.
(8)
AFTER THE DATE HEREOF, SELLER SHALL (I) NOT
ENTER INTO ANY LEASE, PROPERTY AGREEMENT, OR AGREEMENT OR INSTRUMENT WHICH WOULD
CONSTITUTE AN ENCUMBRANCE OF THE PROPERTY OR WHICH WOULD BE OUTSIDE THE NORMAL
SCOPE OF MAINTAINING AND OPERATING THE PROPERTY, WITHOUT THE PRIOR WRITTEN
CONSENT OF PURCHASER, (II) NOT REMOVE ANY ITEM OF THE PERSONALTY FROM THE LEASE
TRACT OR IMPROVEMENTS UNLESS IT IS REPLACED WITH AN ITEM OF AT LEAST EQUAL VALUE
THAT IS PROPERLY SUITED FOR ITS INTENDED PURPOSE AND (III) AFFORD PURCHASER AND
ITS REPRESENTATIVES THE CONTINUING RIGHT TO INSPECT, AT REASONABLE HOURS, THE
PROPERTY AND ANY AND ALL BOOKS, RECORDS, CONTRACTS AND OTHER DOCUMENTS OR DATA
PERTAINING TO THE OWNERSHIP, OPERATION OR MAINTENANCE OF THE PROPERTY.
(9)
TO THE BEST KNOWLEDGE OF SELLER, THE
PROPERTY IS NOT IN VIOLATION OF OR SUBJECT TO ANY EXISTING, PENDING OR
THREATENED INVESTIGATION OR INQUIRY BY ANY FEDERAL, STATE OR LOCAL GOVERNMENTAL
AUTHORITY, NOR IS THE PROPERTY SUBJECT TO ANY REMEDIAL OBLIGATIONS UNDER THE
RESOURCE CONSERVATION AND RECOVERY ACT, AS AMENDED ("RCRA"), THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, AS AMENDED ("CERCLA"),
THE SUPERFUND AMENDMENT AND REAUTHORIZATION ACT OF 1986, AS AMENDED ("SARA"), OR
ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, REGULATION OR ORDINANCE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE BEST KNOWLEDGE OF
SELLER, NO SOLID WASTE, TOXIC SUBSTANCE, CONTAMINATED MATERIAL, ASBESTOS, OIL