PURCHASER WITH A TRUE AND COMPLETE COPY OF
EACH CONTRACT IN A VELOBOUND BINDER INITIALED BY SELLER AND PURCHASER OR THEIR
RESPECTIVE COUNSEL SIMULTANEOUSLY HEREWITH.
EACH CONTRACT IS IN FULL FORCE AND
EFFECT AND IS A LEGAL, VALID, BINDING AND ENFORCEABLE OBLIGATION OF EACH OF THE
PARTIES THERETO.
NONE OF THE CONTRACTS HAS BEEN AMENDED, MODIFIED OR
SUPPLEMENTED AND NO PROVISION OF ANY OF THE CONTRACTS HAS BEEN WAIVED.
4.
PERMITS.
SELLER HAS ALL MATERIAL
PERMITS, LICENSES, AUTHORIZATIONS, CONSENTS, ORDERS, APPROVALS, EASEMENTS AND
RIGHTS OF WAY (COLLECTIVELY, THE "PERMITS AND APPROVALS") REQUIRED BY EVERY
FEDERAL, STATE AND LOCAL GOVERNMENT, AUTHORITY, AGENCY OR REGULATORY BODY
(COLLECTIVELY, "GOVERNMENTAL AUTHORITY") OR PRIVATE PARTY MANDATED OR NECESSARY
IN ORDER TO PERMIT SELLER TO CARRY ON ITS BUSINESS AS PRESENTLY CONDUCTED AND AS
PLANNED TO BE CONDUCTED AT THE PROPERTY AND TO INSURE UNIMPAIRED VEHICULAR AND
PEDESTRIAN INGRESS TO AND EGRESS FROM THE PROPERTY, FROM AND TO A PUBLIC RIGHT
OF WAY, RESPECTIVELY.
ALL OF THE PERMITS AND APPROVALS ARE SET FORTH ON
SCHEDULE 4 AND:
(A) HAVE BEEN PROPERLY ISSUED AND ARE FULLY PAID FOR; (B) ARE
IN FULL FORCE AND EFFECT AND, TO SELLER'S KNOWLEDGE, NO SUSPENSION, CANCELLATION
OR AMENDMENT OF ANY OF THEM IS THREATENED; AND (C) WILL NOT BE REVOKED,
INVALIDATED, VIOLATED OR OTHERWISE ADVERSELY AFFECTED BY THE TRANSACTIONS
CONTEMPLATED BY THE RELEVANT DOCUMENTS.
SELLER HAS PROVIDED PURCHASER WITH A
TRUE AND COMPLETE COPY OF EACH PERMIT IN A VELOBOUND BINDER INITIALED BY SELLER
AND PURCHASER OR THEIR RESPECTIVE COUNSEL SIMULTANEOUSLY HEREWITH.
5.
CERTIFICATES OF OCCUPANCY.
SCHEDULE 5
CONTAINS A TRUE, CORRECT AND COMPLETE LIST OF ALL OF THE CERTIFICATE(S) OF
OCCUPANCY HELD BY SELLER IN CONNECTION WITH THE OCCUPANCY AND OPERATION OF THE
PROPERTY, COPIES OF WHICH HAVE BEEN DELIVERED TO PURCHASER IN A VELOBOUND BINDER
AND INITIALED BY SELLER AND PURCHASER OR THEIR RESPECTIVE COUNSEL SIMULTANEOUSLY
HEREWITH. THE CURRENT TEMPORARY CERTIFICATE OF OCCUPANCY ("TCO") HAS BEEN
PROPERLY ISSUED AND ALL FEES PAYABLE IN CONNECTION THEREWITH HAVE BEEN PAID IN
FULL.
EXCEPT FOR THE APPLICATIONS THAT WILL BE FILED TO OBTAIN THE PERMANENT
CERTIFICATE OF OCCUPANCY, NO APPLICATIONS ARE PENDING TO AMEND THE TCO, AND
THERE ARE NO PENDING OR, TO THE BEST OF SELLER'S KNOWLEDGE, THREATENED
PROCEEDINGS TO CANCEL OR REVOKE THE TCO.
6.
UTILITIES.
ALL WATER, SEWER, GAS,
ELECTRIC, TELEPHONE, CABLE, DRAINAGE FACILITIES, ALL OTHER UTILITIES REQUIRED BY
ANY APPLICABLE LAW OR BY THE USE AND OPERATION OF THE PROPERTY, TOGETHER WITH
ALL EASEMENTS AND RIGHTS OF WAY NECESSARY FOR THE USE AND ENJOYMENT THEREOF, ARE
INSTALLED TO THE PROPERTY LINES OF THE PROPERTY, ARE CONNECTED PURSUANT TO VALID
PERMITS.
2
7.
COMPLIANCE WITH OTHER INSTRUMENTS.
SELLER IS NOT A PARTY TO OR BOUND BY ANY AGREEMENT OR INSTRUMENT OR SUBJECT TO
ANY CHARTER OR CORPORATE RESTRICTION OR ANY ORDER, RULE, REGULATION, WRIT,
INJUNCTION, PROCEEDING OR DECREE OF ANY COURT OR GOVERNMENTAL AUTHORITY OR ANY
STATUTE (COLLECTIVELY, "SELLER'S LEGAL REQUIREMENTS") THAT ADVERSELY AFFECTS ITS
BUSINESSES, PROPERTIES, ASSETS OR FINANCIAL CONDITION OR THAT COULD ADVERSELY
AFFECT SELLER'S ABILITY