THIS AGREEMENT.
(II)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE PERFORMANCE
BY PURCHASER OF ITS OBLIGATIONS HEREUNDER DO NOT AND WILL NOT (X) CONFLICT WITH
OR VIOLATE ANY LAW, RULE, JUDGMENT, REGULATION, ORDER, WRIT, INJUNCTION OR
DECREE OF ANY COURT OR GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITY WITH
JURISDICTION OVER PURCHASER, INCLUDING, WITHOUT LIMITATION, THE UNITED STATES OF
AMERICA, THE STATE OF NEVADA OR ANY POLITICAL SUBDIVISION OF EITHER OF THE
FOREGOING, OR ANY DECISION OR RULING OF ANY ARBITRATOR TO WHICH PURCHASER IS A
PARTY OR BY WHICH PURCHASER IS BOUND OR AFFECTED OR ANY AGREEMENT TO WHICH
PURCHASER IS A PARTY OR, TO PURCHASER'S KNOWLEDGE, BINDING UPON PURCHASER, OR
(Y) VIOLATE OR CONSTITUTE A DEFAULT UNDER ANY MATERIAL DOCUMENT OR INSTRUMENT TO
WHICH PURCHASER IS A PARTY OR IS BOUND OR ANY OF PURCHASER'S LIMITED LIABILITY
COMPANY FORMATION OR GOVERNING DOCUMENTS.
(III)
PURCHASER HAS REVIEWED EXHIBIT A HERETO AND HAS ACCEPTED SUCH
EXHIBIT A AS A TRUE, CORRECT AND COMPLETE COPY OF THE EXISTING LEASE.
(IV)
PURCHASER HAS BEEN DULY ORGANIZED AND IS VALIDLY EXISTING AS A
LIMITED LIABILITY COMPANY, IN GOOD STANDING IN THE STATE OF DELAWARE AND IS
QUALIFIED TO DO BUSINESS IN THE STATE OF NEVADA.
(V)
THERE IS NO ACTION OR PROCEEDING PENDING OR, TO PURCHASER'S
KNOWLEDGE, THREATENED AGAINST PURCHASER WHICH CHALLENGES OR IMPAIRS PURCHASER'S
ABILITY TO EXECUTE OR PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
(VI)
NEITHER PURCHASER NOR ANY OF ITS BENEFICIAL OWNERS ARE LISTED ON
THE SPECIALLY DESIGNATED NATIONALS AND BLOCKED PERSONS LIST MAINTAINED BY THE
OFFICE OF FOREIGN ASSETS CONTROL, DEPARTMENT OF THE TREASURY OR IS UNDER
INVESTIGATION BY ANY GOVERNMENTAL AUTHORITY FOR (OR HAS BEEN CHARGED WITH OR
CONVICTED OF) VIOLATING MONEY-LAUNDERING, OR BEEN NOTIFIED THAT ANY OF ITS OR
THEIR ASSETS HAVE BEEN "FROZEN" BY ANY GOVERNMENTAL AUTHORITY.
(VII)
PURCHASER HAS NO ACTUAL KNOWLEDGE OF ANY CONDEMNATION PROCEEDINGS
THREATENED OR PENDING AGAINST THE PREMISES.
19
15.
DELIVERIES TO BE MADE ON THE CLOSING DATE.
(A)
SELLER'S DOCUMENTS:
SELLER, PURSUANT TO THE PROVISIONS OF THIS
AGREEMENT, SHALL DELIVER OR CAUSE TO BE DELIVERED TO THE CLOSING AGENT PURSUANT
TO THE CLOSING AGREEMENT ON OR BEFORE THE ESCROW CLOSING, FOR RELEASE TO
PURCHASER ON THE CLOSING DATE, THE FOLLOWING INSTRUMENTS, DOCUMENTS AND ITEMS:
(I)
FIVE (5) DULY EXECUTED COUNTERPARTS OF THE CLOSING AGREEMENT.
(II)
FOUR (4) DULY EXECUTED COUNTERPARTS OF THE ASSIGNMENT AND
ASSUMPTION OF LEASE IN THE FORM OF EXHIBIT B ATTACHED HERETO AND MADE A PART
HEREOF (THE "ASSIGNMENT OF LEASE").
(III)
FOUR (4) DULY EXECUTED COUNTERPARTS OF THE ASSIGNMENT AND
ASSUMPTION OF SUBLEASES IN THE FORM OF EXHIBIT H ATTACHED HERETO AND MADE A PART
HEREOF (THE "ASSIGNMENT OF SUBLEASES").
(IV)
FOUR (4) DULY EXECUTED COUNTERPARTS OF THE LEASEBACK LEASE.
(V)
FOUR (4) DULY EXECUTED COUNTERPARTS OF THE MEMORANDUM OF LEASE.
(VI)
A DULY EXECUTED CERTIFICATION AS TO SELLER'S NON-FOREIGN STATUS.
(VII)
THE CONSENT OF THOSE MEMBERS OF SELLER WHOSE CONSENT SHALL BE
REQUIRED AUTHORIZING THE ASSIGNMENT OF THE EXISTING LEASE TO PURCHASER IN FORM
REASONABLY SATISFACTORY