those improvements.
3.6.4.
Access Agreement. Prior to Closing, Buyer and Seller shall
negotiate an access agreement in mutually acceptable form, permitting Seller,
Arcadis, WJ or any of their agents, representatives or consultants access to the
Property to perform work related to the Environmental Condition.
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3.7.
Construction License. Provided Buyer has delivered the Second
Deposit, Seller shall, in good faith, in its sole discretion, approve Buyer's
request to enter into a Construction License and Indemnity Agreement (the
"License Agreement")
in such form as may be mutually acceptable to Buyer and
Seller. Buyer's indemnity obligations, and other obligations under the License
Agreement which state that they so survive, shall survive the termination of
this Agreement.
4.
REPRESENTATIONS, WARRANTIES AND COVENANTS.
4.1.
SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS. IN ADDITION TO
THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER CONTAINED IN OTHER
PARAGRAPHS OF THIS AGREEMENT, SELLER HEREBY REPRESENTS, WARRANTS AND COVENANTS
TO BUYER AS FOLLOWS, ALL OF WHICH SHALL SURVIVE THE CLOSE OF ESCROW, AND ANY
INVESTIGATION OR KNOWLEDGE OF BUYER PRIOR TO THE CLOSE OF ESCROW:
4.1.1.
SELLER IS A DELAWARE CORPORATION, DULY ORGANIZED AND IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF DELAWARE AND DULY AUTHORIZED TO DO
BUSINESS IN THE STATE OF CALIFORNIA. SELLER HAS THE FULL RIGHT, CAPACITY, POWER
AND AUTHORITY TO ENTER INTO AND CARRY OUT THE TERMS OF THIS AGREEMENT. THIS
AGREEMENT HAS BEEN DULY AUTHORIZED AND ENTERED INTO BY SELLER AND THE PARTIES
SIGNING ON BEHALF OF SELLER, AND UPON DELIVERY TO AND EXECUTION BY BUYER, SHALL
BE A VALID AND BINDING AGREEMENT OF SELLER. SELLER HAS NOT ALIENATED,
ENCUMBERED, TRANSFERRED, LEASED, ASSIGNED OR OTHERWISE CONVEYED ITS INTEREST IN
THE PROPERTY OR ANY PORTION THEREOF EXCEPT AS SET FORTH IN THE PTR, NOR ENTERED
INTO ANY AGREEMENT TO DO SO, NOR SHALL SELLER DO SO PRIOR TO THE CLOSE OF
ESCROW. THE ENTERING INTO AND PERFORMANCE BY SELLER OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT WILL NOT VIOLATE OR BREACH ANY AGREEMENT,
COVENANT OR OBLIGATION BINDING ON SELLER, AND THERE IS NO CONSENT REQUIRED FROM
ANY THIRD PARTY BEFORE THE PROPERTY MAY BE CONVEYED TO BUYER.
4.1.2.
TO SELLER'S KNOWLEDGE, 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; AND SELLER SHALL TIMELY SATISFY
AND DISCHARGE ANY AND ALL OBLIGATIONS RELATING TO WORK PERFORMED ON OR CONDUCTED
AT OR MATERIALS DELIVERED TO THE PROPERTY FROM TIME TO TIME IN ORDER TO PREVENT
THE FILING OF ANY CLAIM OR MECHANIC'S LIEN WITH RESPECT THERETO.
4.1.3.
EXCEPT AS SET FORTH IN THE ENVIRONMENTAL REPORTS ATTACHED HERETO AS
EXHIBIT I SELLER HAS NOT AND, TO SELLER'S KNOWLEDGE, NO THIRD PARTY HAS USED,
GENERATED, TRANSPORTED, DISCHARGED, RELEASED, MANUFACTURED, STORED OR DISPOSED
OF ANY HAZARDOUS MATERIAL FROM, INTO, AT, ON, UNDER OR ABOUT THE PROPERTY IN
VIOLATION OF ANY ENVIRONMENTAL LAW. EXCEPT AS SET FORTH IN THE ENVIRONMENTAL
REPORTS ATTACHED HERETO AS EXHIBIT I, TO SELLER'S KNOWLEDGE, (A) THE PROPERTY