THIS AGREEMENT WILL NOT VIOLATE OR BREACH ANY
AGREEMENT, COVENANT OR OBLIGATIONS BINDING ON SELLER.
(B)
EXCEPT AS SPECIFIED ON SCHEDULE 1 ATTACHED
HERETO, THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS (INCLUDING ARBITRATION
PROCEEDINGS) WITH RESPECT TO WHICH SELLER HAS RECEIVED SERVICE OF PROCESS THAT
COULD HAVE ANY ADVERSE EFFECT ON ANY PORTION OF THE PROPERTY, SELLER'S INTEREST
THEREIN, OR SELLER'S ABILITY TO PERFORM ITS OBLIGATIONS HEREUNDER, AT LAW OR IN
EQUITY OR BEFORE OR BY ANY FEDERAL, STATE, MUNICIPAL OR OTHER GOVERNMENTAL
DEPARTMENT, COMMISSION, BOARD, BUREAU, AGENCY OR INSTRUMENTALITY.
(C)
SELLER HAS NOT RECEIVED ANY WRITTEN NOTICE
OF A CONDEMNATION ACTION OR THREATENED CONDEMNATION AGAINST THE PROPERTY.
(D)
THERE ARE NO LEASES OR PARTIES IN POSSESSION
OF ALL OR ANY PORTION OF THE PROPERTY, EXCEPT AS SET FORTH IN EXHIBIT B,
ATTACHED HERETO AND MADE PART HEREOF.
(E)
SELLER HAS NOT RECEIVED ANY WRITTEN NOTICE
ALLEGING A VIOLATION OF ENVIRONMENTAL LAWS WITH RESPECT TO THE PROPERTY.
AS
USED HEREIN, "ENVIRONMENTAL LAWS") SHALL MEAN ALL FEDERAL STATE AND LOCAL LAWS,
STATUES, RULES, CODES, ORDINANCES, REGULATIONS, ORDERS, JUDGMENTS, DECREES,
BINDING AND ENFORCEABLE GUIDELINES, POLICIES OR COMMON LAW NOW OR HEREAFTER IN
EFFECT AND IN EACH CASE AS AMENDED, OR ANY JUDICIAL OR ADMINISTRATIVE
INTERPRETATION THEREOF, INCLUDING ANY JUDICIAL OR ADMINISTRATIVE ORDER, CONSENT
DECREE OR JUDGMENT IN EACH CASE, TO THE EXTENT BINDING, RELATING TO THE
ENVIRONMENT, THE PROTECTION OF HEALTH OR HAZARDOUS MATERIALS (AS DEFINED BELOW),
INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE
COMPENSATION AND LIABILITY ACT, 42 USC §9601 ET SEQ.; THE RESOURCE CONSERVATION
AND RECOVERY ACT, 42 USC §6901 ET SEQ.; THE FEDERAL WATER POLLUTION CONTROL ACT,
33 USC §1251 ET SEQ.; THE TOXIC SUBSTANCES CONTROL ACT, 15 USC §2601 ET SEQ.;
THE CLEAN AIR ACT, 42 USC §7401 ET SEQ.; THE SAFE DRINKING WATER ACT, 42 USC
§3803 ET SEQ.; THE OIL POLLUTION ACT OF 1990, 33 USC §2701 ET SEQ.; THE
EMERGENCY PLANNING AND COMMUNITY RIGHT-TO-KNOW ACT OF 1986, 42 USC §11001 ET
SEQ.; THE HAZARDOUS MATERIAL TRANSPORTATION ACT, 49 USC §1801 ET SEQ.; AND THE
OCCUPATIONAL SAFETY AND HEALTH ACT, 29 USC §651 ET SEQ. (TO THE EXTENT IT
REGULATES OCCUPATIONAL EXPOSURE TO HAZARDOUS MATERIALS); ANY STATE, LOCAL OR
FOREIGN COUNTERPARTS OR EQUIVALENTS, IN EACH CASE AS AMENDED FROM TIME TO TIME.
SELLER HEREBY ASSIGNS TO BUYER AS OF THE CLOSING DATE ALL CLAIMS, COUNTERCLAIMS,
DEFENSES OR ACTIONS, WHETHER AT COMMON LAW, OR PURSUANT TO ANY OTHER APPLICABLE
FEDERAL OR STATE OR OTHER LAWS WHICH SELLER MAY HAVE AGAINST ANY THIRD PARTIES
RELATING TO THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, AT, ON, UNDER OR ABOUT
THE PROPERTY. FOR PURPOSES HEREOF, "HAZARDOUS MATERIAL(S)" MEANS AND INCLUDES
ANY POLLUTANT, CONTAMINANT, WASTE, MATERIAL, COMPOUND OR SUBSTANCE OR SUBSTANCE
(WHETHER IN THE FORM OF LIQUIDS, SOLIDS OR GASES, AND WHETHER OR NOT AIRBORNE)
REGULATED BY ANY FEDERAL, STATE, LOCAL OR ENVIRONMENTAL LAWS.
(F)
THERE ARE NO OTHER MATERIAL CONTRACTS OR
AGREEMENTS RELATED TO THE USE, OWNERSHIP OR OPERATION OF THE PROPERTY, EXCEPT AS
SET FORTH IN EXHIBIT B AND