AS EXHIBIT 9.
3.1.2
NO FOREIGN PERSON.
SELLER IS NOT A "FOREIGN
PERSON" AS SUCH TERM IS DEFINED IN SECTION 1445 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), NOR WILL THE SALE TRANSACTION HEREIN CONTEMPLATED
BE SUBJECT TO SECTION 897 OF THE CODE OR TO THE WITHHOLDING REQUIREMENTS OF
SECTION 1445 OF THE CODE.
3.1.3
LITIGATION.
TO THE BEST OF SELLER'S KNOWLEDGE,
SELLER HAS RECEIVED NO WRITTEN NOTICE OF ANY (I) PENDING CONDEMNATION OR SIMILAR
PROCEEDING AFFECTING THE PROPERTY OR ANY PORTION THEREOF, OR (II) PENDING LEGAL
ACTION, SUIT, ARBITRATION, ORDER OR JUDGMENT, GOVERNMENT INVESTIGATION OR
PROCEEDING, IN ANY CASE AFFECTING THE PROPERTY OR SELLER WHICH IS REASONABLY
LIKELY TO HAVE A MATERIAL ADVERSE EFFECT ON SELLER'S ABILITY TO CLOSE ON THE
SALE OF THE PROPERTY PURSUANT TO THE TERMS HEREOF, EXCEPT FOR THOSE ACTIONS
DESCRIBED ON SCHEDULE "G" ANNEXED HERETO.
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3.1.4
CONTRACTS.
EXCEPT FOR THE PERMITTED ENCUMBRANCES,
SELLER IS NOT A PARTY TO ANY CONTRACTS RELATING TO THE OWNERSHIP, MAINTENANCE OR
OPERATION OF THE PROPERTY WHICH WILL BE BINDING UPON PURCHASER OR THE PROPERTY
FROM AND AFTER THE CLOSING.
3.1.5
ADDITIONAL PROPERTY.
THE ADDITIONAL PROPERTY IS
FREE AND CLEAR OF ANY CONDITIONAL BILLS OF SALE, CHATTEL MORTGAGES, SECURITY
AGREEMENTS, PLEDGE AGREEMENTS, FINANCING STATEMENTS AND OTHER SECURITY INTERESTS
AND ANY LIENS OR ENCUMBRANCES, OTHER THAN THE PERMITTED ENCUMBRANCES.
3.1.6
ENVIRONMENTAL AND ENGINEERING REPORTS.
TO THE
ACTUAL KNOWLEDGE OF DAVID THURM AND HERBERT VALENTINE OF SELLER ("SELLER'S NAMED
OFFICERS") , SELLER HAS DELIVERED OR MADE AVAILABLE TO PURCHASER TRUE, CORRECT
AND COMPLETE COPIES OF ALL ENVIRONMENTAL AND ENGINEERING REPORTS WITH RESPECT TO
THE PROPERTY OBTAINED OR COMMISSIONED BY SELLER OR ITS AFFILIATES DURING THE
PAST 48 MONTHS TO THE EXTENT THE SAME ARE IN SELLER'S POSSESSION OR CONTROL.
3.1.7
HAZARDOUS SUBSTANCES.
TO THE ACTUAL KNOWLEDGE OF
SELLER'S NAMED OFFICERS, WITHIN THE LAST 36 MONTHS, SELLER HAS NOT RECEIVED
WRITTEN NOTICE FROM ANY GOVERNMENTAL AUTHORITY (AS HEREINAFTER DEFINED) THAT THE
USE AND OPERATION OF THE PROPERTY IS IN VIOLATION OF ANY LAWS OR REGULATIONS
RELATING TO HAZARDOUS SUBSTANCES (AS DEFINED IN ANY APPLICABLE FEDERAL, STATE OR
LOCAL LAW, STATUTE, RULE, ORDINANCE OR REGULATION).
SELLER HAS NOT RECEIVED ANY
WRITTEN NOTICE OF ANY PENDING REQUESTS FOR INFORMATION OR INQUIRIES FROM ANY
GOVERNMENTAL AUTHORITY OR ANY INVESTIGATIONS, ACTION, SUITS, CLAIMS OR
PROCEEDINGS RELATING TO THE EXISTENCE, GENERATION, RELEASE, PRODUCTION,
DISPOSAL, TREATMENT, EMISSION, MIGRATION, TRANSPORTATION OR STORAGE OF ANY
HAZARDOUS SUBSTANCES IN OR ON THE PROPERTY.
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3.2
AUTHORITY AND BINDING EFFECT; NO BREACH OR
PROHIBITION.
EACH PARTY HERETO REPRESENTS TO THE OTHER THAT EACH PERSON OR
ENTITY EXECUTING THIS AGREEMENT BY OR ON BEHALF OF THE REPRESENTING PARTY HAS
THE AUTHORITY TO ACT ON ITS BEHALF AND TO BIND IT, AND THAT EACH PERSON OR
ENTITY EXECUTING ANY CLOSING DOCUMENTS BY OR ON ITS BEHALF, HAS BEEN OR WILL BE
DULY AUTHORIZED TO ACT ON ITS BEHALF, AND THAT THE PERFORMANCE OF THIS AGREEMENT
WILL NOT BE IN VIOLATION OF ITS BY-LAWS, CHARTER, OPERATING OR PARTNERSHIP
AGREEMENT,