Exchange B. VSU hereby agrees to convey to the City, and the City hereby agrees to accept from VSU, subject to the terms and conditions hereinafter set forth, all that certain parcel of land lying and being situated in the City of Colonial Heights, Virginia, containing approximately .118 acres, and being more particularly described as "Proposed .118 Acres R/W Dedication" on Exhibit B, attached hereto and made a part hereof, together with such other rights, interests, and properties relating to the aforesaid property as may be specified in this Agreement to be sold, transferred, assigned or conveyed by VSU to the City. The parcel of land described on Exhibit B, together with the buildings and other improvements thereon, if any, and the rights, interests, and other properties described above, is collectively called "Premises B" and the transaction referred to as “Exchange B.”
Exchange B. Except as set forth in that certain environmental site assessment entitled “Phase I ESA Report of Xxxxxxx Tree Service,” dated September 24, 2008, and prepared by EarthNet LLC, a copy of which the City acknowledges receipt, VSU warrants and represents that to the best of VSU's knowledge, information and belief, there have never been, nor are there now, any underground storage tanks on Premises B; nor has there been any activity on Premises B which has been conducted or is being conducted, except in compliance with all statutes, ordinances, regulations, orders, permits and common law requirements concerning (1) handling of any toxic or hazardous substances, (2) discharges of toxic or hazardous substances to the air, soil, surface water or groundwater, and (3) storage, treatment or disposal of any toxic or hazardous substances at or connected with any activity on Premises B; nor is there any contamination present on or in Premises B; nor is there any of the following present on or in Premises B: (i) polychlorinated biphenyls or substances containing polychlorinated biphenyls;
Exchange B. VSU agrees to provide to the City, at cost to the City, immediately, but not later than ten (10) days after the Effective Date (hereinafter defined), any physical or topographic surveys, development information, soil boring or groundwater data, environmental assessments and other agreements affecting Premises B, all title examination records, and a copy of the title insurance policy issued when VSU acquired Premises B, as well as any other records relating to Premises B.
Exchange B. VSU warrants and represents that it is the sole fee simple owner of Premises B and has all necessary authority to sell Premises B; there are no other contracts for sale or options involving Premises B; no other party has any right, title or interest in Premises B; and there are no oral or written leases affecting or relating to Premises B. Between the date VSU executes this Agreement and Settlement, VSU shall not subject Premises B to or consent to any leases, liens, encumbrances, covenants, conditions, restrictions, easements, rights of way, or agreements, or take any other action affecting or modifying the status of title or otherwise affecting Premises B, without the written consent of the City.
Exchange B. VSU represents that Premises B is zoned RL, Low Density Residential, as defined by the City of Colonial Heights Zoning Ordinance; there are no eminent domain or condemnation proceedings pending against Premises B, and VSU has no knowledge of such proceedings or of any intentions or plans, definite or tentative, that such proceedings might be instituted; and VSU has no knowledge of any federal, state, county or municipal zoning or other restrictions, rules, or regulations that will prevent the utilization of Premises B for the purposes of residential use.
Exchange B. VSU warrants and represents that there are no actions or suits in law or equity or proceedings by any governmental agency now pending or, to the knowledge of VSU, threatened against VSU in connection with Premises B, and there is no outstanding order, writ, injunction or decree of any court or governmental agency affecting Premises B.
Exchange B. VSU represents there has not been made and will not be made, without the City's consent, any proffers or other commitments relating to Premises B, which would impose any obligation on the City or its successors and assigns, after Settlement, to make any contribution of money or dedications of land or to construct, install or maintain any improvements of a public or private nature on or off Premises B.
Exchange B. VSU warrants and represents that the execution and delivery of this Agreement, the completion of the transaction(s) contemplated hereby, and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any agreement, indenture, or other instrument to which VSU is a party or by which it or Premises B is bound, or any judgment, decree, order, or award of any court, governmental body or arbitrator, or any law, rule or regulation applicable to VSU.
Exchange B. VSU knows of no materially adverse fact, affecting or threatening to affect Premises B which has not been disclosed to the City in writing. Between the date VSU executes this Agreement and Settlement, VSU will notify the City in writing of any events which occur or any facts of which it becomes aware which would make any of its representations or warranties false or misleading. Except as otherwise permitted by the City in writing, in its sole discretion, each of the warranties or representations made in this Agreement by VSU shall be true and correct as of the date of Settlement.
Exchange B. VSU agrees to deliver to the City or Settlement Agent the following at or prior to Settlement:
(i) A deed, fully executed by VSU, conveying by special warranty Premises B in fee simple to the City, in a form satisfactory to the City;
(ii) The Additional Consideration;
(iii) Any Deeds of Easement;
(iv) An affidavit, on a form acceptable to the City or the City's title insurance company, signed by VSU, that no labor or materials have been furnished to Premises B within the statutory period for the filing of mechanics' or materialmen's liens against Premises B, or if labor or materials have been furnished during the statutory period, an affidavit that the costs thereof have been paid in full and no other persons or entities have the right of possession of Premises B;
(v) Any affidavit or forms required by the Internal Revenue Service or the Virginia Department of Taxation to report this transaction and/or to exempt VSU from any withholding requirements under applicable law;
(vi) A signed closing or settlement statement prepared or approved by Settlement Agent; and
(vii) Any other documents reasonably required by Settlement Agent or the City.
