ANY PART THEREOF AS
"QUALIFIED OPEN SPACE LAND" WITHIN THE MEANING OF TEX. TAX CODE ANN. 23.51-23.57
(VERNON 1982, AS AMENDED); OR, (V) BY TREATING THE LAND OR ANY PORTION THEREOF
AS "QUALIFIED TIMBER LAND" WITHIN THE MEANING OF TEX. TAX CODE ANN. 23.71-23.79
(VERNON 1982, AS AMENDED).
(D)
UTILITIES.
ALL UTILITIES REQUIRED FOR THE CONSTRUCTION AND
OPERATION PROJECT, INCLUDING, WITHOUT LIMITATION, STORM SEWER, SANITARY SEWER,
NATURAL GAS, WATER, ELECTRICITY AND TELEPHONE ARE AVAILABLE IN ADEQUATE CAPACITY
TO THE LAND.
(E)
EQUIPMENT.
ALL MACHINERY, EQUIPMENT, COMPUTER HARDWARE AND
SOFTWARE, VEHICLES OR OTHER PERSONAL PROPERTY OWNED BY THE PROJECT OWNER FOR THE
CONDUCT OF THE BUSINESSES OF THE PROJECT OWNER (I) HAVE BEEN MAINTAINED BY
TRANSFERORS OR THE PROJECT OWNER IN ACCORDANCE WITH CUSTOMARY MAINTENANCE
PRACTICES AND (II) ARE IN GOOD CONDITION AND REPAIR.
14
(F)
CONTRACTS.
ON THE CLOSING DATE, THE ONLY WRITTEN AGREEMENTS,
CONTRACTS, NOTES, BONDS, DEBENTURES, INDENTURES, MORTGAGES, PROMISES AND
UNDERSTANDINGS TO WHICH THE PROJECT OWNER IS A PARTY OR ASSIGNEE (THE
"CONTRACTS") WILL BE ONLY OF THE TYPE THAT ARE PERMITTED OBLIGATIONS.
THE
PROJECT OWNER IS NOT IN BREACH OR DEFAULT OF ANY MATERIAL PROVISION OF ANY
CONTRACT SUCH THAT THE BREACH OR DEFAULT WOULD HAVE A MATERIAL ADVERSE IMPACT ON
THE DEVELOPMENT, USE AND/OR ECONOMIC BENEFIT OF THE PROJECT, NOR HAS TRANSFERORS
OR THE PROJECT OWNER RECEIVED ANY NOTICE OR OTHER COMMUNICATION ALLEGING SUCH A
BREACH OR DEFAULT.
NONE OF THE TRANSFERORS OR THE PROJECT OWNER HAS RECEIVED
ANY NOTICE OF TERMINATION OR OTHER INDICATION THAT ANY PARTY TO ANY CONTRACT
WILL TERMINATE, FAIL TO RENEW, FAIL TO RECOGNIZE THE VALIDITY OF, ANY MATERIAL
CONTRACT.
ALL RIGHTS OF THE PROJECT OWNER UNDER THE CONTRACTS WILL BE
ENFORCEABLE BY THE TRANSFEREE AFTER THE CLOSING WITHOUT THE CONSENT OR AGREEMENT
OF ANY OTHER PARTY.
(G)
STRUCTURE.
THE FOUNDATION, WALLS AND ALL STRUCTURAL COMPONENTS OF
THE IMPROVEMENTS ARE STRUCTURALLY SOUND AND SELLER HAS NO KNOWLEDGE OF ANY
MATERIAL DEFECTS OR DAMAGE TO ANY OF THE FOREGOING.
(H)
PENDING ACTION.
THERE IS NO PENDING CONDEMNATION, EXPROPRIATION,
EMINENT DOMAIN, LITIGATION, ADMINISTRATIVE ACTION OR OTHER LEGAL PROCEEDING
AFFECTING ALL OR ANY PORTION OF THE PROPERTY, AND TRANSFERORS HAVE NOT RECEIVED
ANY WRITTEN OR ORAL NOTICE OF ANY OF THE SAME AND HAS NO KNOWLEDGE THAT ANY SUCH
PROCEEDING IS CONTEMPLATED.
(I)
LEASES.
THE LEASES ARE IN FULL FORCE AND EFFECT AND NO DEFAULT
ON THE PART OF PROJECT OWNER EXISTS. ALL REPAIRS, ALTERATIONS, AND OTHER WORK
REQUIRED TO BE PERFORMED BY PROJECT OWNER UNDER THE LEASES HAVE BEEN FULLY
PERFORMED AND PAID FOR IN FULL BY PROJECT OWNER.
(J)
OBLIGATIONS.
ALL OBLIGATIONS OF PROJECT OWNER ARISING FROM THE
OWNERSHIP AND OPERATION OF THE PROJECT AND BUSINESS OPERATED THEREON, INCLUDING
BUT NOT LIMITED TO SALARIES, TAXES, CHARGES, OPERATING EXPENSES AND THE LIKE,
HAVE BEEN PAID AS THEY BECAME DUE OR WILL BE PAID AT OR PRIOR TO CLOSING.
EXCEPT FOR OBLIGATIONS FOR WHICH PROVISIONS ARE HEREIN MADE FOR PRORATION OR
OTHER ADJUSTMENT AT CLOSING, THERE WILL BE NO OBLIGATIONS OF PROJECT OWNER