Common use of Representations and Warranties of the Parties; Certain Covenants Clause in Contracts

Representations and Warranties of the Parties; Certain Covenants. 7.1. Seller warrants, represents and covenants to and with Purchaser that the following are true and correct on the date hereof and on the actual Closing Date: 7.1.1. Seller is the sole owner of title to each of the Units and has full right, power and authority to sell, convey and transfer the Property to Purchaser. 7.1.2. Seller is a limited liability company duly formed and in good standing under the laws of the State of Delaware, qualified to do business in New York and has the requisite power and authority to enter into and to perform the terms of this Agreement. Seller is not subject to any law, order, decree, restriction or agreement which prohibits or would be violated by this Agreement or the consummation of the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action of Seller. This Agreement constitutes, and each document and instrument contemplated hereby to be executed and delivered by Seller, when executed and delivered, shall constitute the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its respective terms (subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally). 7.1.3. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code 1986, as amended, or any regulations promulgated thereunder (collectively, the “Code”). 7.1.4. None of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby is prohibited by, or requires Seller to obtain any consent, authorization, approval or registration under any law, statute, rule, regulation, judgment, order, writ, injunction or decree which is binding upon Seller. 7.1.5. There are no judgments, orders or decrees of any kind against Seller unpaid or unsatisfied of record which would have any material adverse effect on the Property or the ability of Seller to consummate the transactions contemplated by this Agreement. 7.1.6. The information concerning the Leases contained in the Rent Roll set forth on Exhibit B attached hereto is accurate as of the date set forth therein or, if no date is set forth therein, as of the date hereof. Except as otherwise set forth in this Agreement, or in the Rent Roll: (a) (i) the Leases are in full force and effect, (ii) intentionally omitted, (iii) Seller has not received written notice of any actual or threatened default from any Tenant with respect to its applicable Lease, (iv) Seller has not received written notice from any Tenant giving notice of such Tenant’s intention to vacate its premises upon expiration of its Lease or otherwise, (v) except as set forth on the Rent Roll, the Leases have not been modified, amended or extended, (vi) all work required to be performed by the landlord under the Leases has been completed and all contractors, subcontractors and other persons or entities furnishing labor, supplies and/or materials on behalf of Seller in furtherance of such work have been paid in full for the work performed at the Units on behalf of Seller as required pursuant to the Leases, and (vii) at Closing, no tenant allowances shall be due to any Tenant pursuant to its Lease for which Purchaser shall not have received a credit in accordance with this Agreement. (b) no renewal or extension option has been granted to the Tenants, except as set forth in the Leases; (c) intentionally omitted; (d) the rents, including any Overage Rent, are being paid on a current basis and no Tenant has paid any rent more than one (1) month in advance; (e) there are no security deposits (whether cash or letters of credit) held by Seller; (f) at Closing, there shall not be any brokerage or leasing commission actually due with respect to the Leases; (g) Seller has provided Purchaser with true, correct and complete copies of all of the Leases (including any guaranties), together with any amendments, modifications and extensions thereto and there are no leases, licenses or other occupancy agreements with respect to the Units except as set forth in the Rent Roll; (h) all Tenants are in possession of the premises leased by them unless otherwise noted on the Rent Roll; (i) except as set forth in this Section 7.1.6(i) or as disclosed in the Rent Roll, no Tenant has delivered written notice to Seller claiming entitlement to “free” rent, rent concessions, tenant allowances, rebates, rent abatements, set-offs or offsets against rent or contesting the pro-rata shares of tax or maintenance increases shown in the Rent Roll or their obligations to pay any common area charges or cost-of-living increases as required by their Leases which is outstanding. There may exist a dispute between Seller and CVS (as hereinafter defined) as to the date that CVS took possession of Unit RTL1 pursuant to its Lease insofar as Seller believes the date to be February 13, 2019, while CVS’s construction crew (but not its main offices) have sent informal emails (but not formal, written notice under the Lease) contending that CVS did not take possession until an unspecified, later date (not later than March 15, 2019). 7.1.7. There is no pending (or, to Seller’s knowledge, threatened in writing) action, suit or other proceeding against the Property or against Seller with respect to the Property as of the date of this Agreement that if adversely determined would have a material adverse effect on the Property or Seller’s ability to consummate the transactions contemplated hereby. 7.1.8. There are no service, maintenance, supply or similar contracts with Seller (as owner of the Units) relating to the Units, and there shall not be any such contracts which will be binding upon Purchaser after the Closing. Notwithstanding the foregoing, Purchaser acknowledges that there may be service, maintenance or similar contracts in respect of the Condominium that may affect all units in the Condominium and/or the Building, including (but not solely applicable to) the Units. 7.1.9. Seller has not received any written notice from the Condominium that Seller, as the sponsor of the Condominium, is in default under any obligation of Seller to the Condominium. Seller has not received written notice that any party is in default or its obligations under the Condominium Documents which has not been cured. 7.1.10. Seller is not a person and/or entity with whom Purchaser is restricted from doing business under the Internal Emergency Economic Powers Act, 50 U.S.C. Section 1701 et seq.; the Trading With The Enemy Act, 50 U.S.C. App. Section 5; the U.S.A. Patriot Act of 2001; any executive orders promulgated thereunder, any implementing regulations promulgated thereunder by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”) (including those persons and/or entities named on OFAC’s List of Specially Designated Nationals and Blocked Persons); or any other applicable law of the United States. 7.1.11. Seller has not received written notice of any pending or threatened condemnation or eminent domain proceedings that would affect the Property (or any portion thereof). 7.1.12. There shall be no employees employed by Seller or any Seller Related Party which will be binding on Purchaser following the Closing in connection with the Units. There are no union employees employed by Seller or a Seller Related Party at, or union contracts to which Seller or a Seller Related Party is a party or which is binding upon, the Units. Notwithstanding the foregoing, Purchaser acknowledges that there may be employees of the Condominium that service the Units and/or the Building. 7.1.13. The common charges (excluding separately billed utility charges) are as set forth on Exhibit H. Seller has not received any written notice of any intended assessment or increase in common charges from the Condominium Board not reflected in Exhibit H. 7.1.14. Seller has not granted any person or entity and there exists no option or right of first refusal by any party (including the board of the Condominium) to purchase all or any part of any Unit that remains outstanding. 7.1.15. Seller has provided Purchaser with true, correct and complete copies of all of the Condominium Documents, together with any amendments, modifications and extensions thereto. To Seller’s knowledge, the Condominium Documents are in full force and effect. 7.1.16. All Tangible Property attached or appurtenant to, or used in connection with, the Property (other than trade fixtures belonging to Tenants) shall be owned by Seller at Closing, free of any liens or encumbrances except for the Permitted Exceptions, and are included in this sale. 7.1.17. Seller currently maintains insurance policies in compliance with and fulfilling Seller’s obligations under, the Leases and the Condominium Documents.

Representations and Warranties of the Parties; Certain Covenants. 7.1. Seller 7.1 Transferor warrants, represents and covenants to and with Purchaser SLGOP that the following are true and correct on the date hereof and on the actual Closing Datehereof: 7.1.1. Seller is the sole owner of title to each of the Units and has full right, power and authority to sell, convey and transfer the Property to Purchaser. 7.1.2. Seller 7.1.1 Transferor is a limited liability company duly formed and in good standing under the laws of the State of Delaware, qualified to do business in New York Delaware and has the requisite power and authority to enter into and to perform the terms of this Agreement. Seller Transferor is not subject to any law, order, decree, restriction or agreement which prohibits or would be violated by this Agreement or the consummation of the transactions contemplated hereby, other than any violation of the Mortgage Loan Documents or the Mezzanine Loan Documents which may result from the Interim Transactions, which will be cured or waived by Closing. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action of SellerTransferor. This Agreement constitutes, and each document and instrument contemplated hereby to be executed and delivered by SellerTransferor, when executed and delivered, shall constitute the legal, valid and binding obligation of Seller Transferor enforceable against Seller Transferor in accordance with its respective terms (subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally). 7.1.3. Seller 7.1.2 Transferor is not a “"foreign person” " within the meaning of Section 1445 of the Internal Revenue Code 1986, as amended, or any regulations promulgated thereunder (collectively, the “"Code”"). 7.1.4. None of 7.1.3 Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby is prohibited by, or requires Seller Transferor to obtain any consent, authorization, approval or registration under any law, statute, rule, regulation, judgment, order, writ, injunction or decree which is binding upon SellerTransferor, other than the Lender Consents (as hereinafter defined). 7.1.5. 7.1.4 There are no judgments, orders orders, or decrees of any kind against Seller Transferor unpaid or unsatisfied of record record, nor any actions, suits or other legal or administrative proceedings pending or, to the best of Transferor's actual knowledge, threatened in writing against Transferor, which would could have any material adverse effect on the Property Transferor or the ability of Seller Transferor to consummate the transactions contemplated by this Agreement. 7.1.6. The information concerning 7.1.5 There are no leases or other agreements for the Leases contained in use or occupancy of all or any portion of the Rent Roll Property to which Transferor is a party or by which Transferor is bound other than those set forth on Exhibit B I attached hereto is accurate as of and made a part hereof (such leases or occupancy agreements, together with all renewals, replacements and amendments thereof entered into after the date set forth therein or, if no date is set forth therein, as of the date hereof. Except as otherwise set forth in this Agreement, or in the Rent Roll: (a) (i) the Leases are in full force and effect, (ii) intentionally omitted, (iii) Seller has not received written notice of any actual or threatened default from any Tenant with respect to its applicable Lease, (iv) Seller has not received written notice from any Tenant giving notice of such Tenant’s intention to vacate its premises upon expiration of its Lease or otherwise, (v) except as set forth on the Rent Roll, the Leases have not been modified, amended or extended, (vi) all work required to be performed by the landlord under the Leases has been completed and all contractors, subcontractors and other persons or entities furnishing labor, supplies and/or materials on behalf of Seller in furtherance of such work have been paid in full for the work performed at the Units on behalf of Seller as required pursuant to the Leases, and (vii) at Closing, no tenant allowances shall be due to any Tenant pursuant to its Lease for which Purchaser shall not have received a credit hereof in accordance with this Agreement. (b) no renewal or extension option Section 27, being herein referred to as the "Space Leases"). Transferor has been granted delivered to the Tenants, except as set forth in the Leases; (c) intentionally omitted; (d) the rents, including any Overage Rent, are being paid on a current basis and no Tenant has paid any rent more than one (1) month in advance; (e) there are no security deposits (whether cash or letters of credit) held by Seller; (f) at Closing, there shall not be any brokerage or leasing commission actually due with respect to the Leases; (g) Seller has provided Purchaser with SLGOP true, correct and complete copies of all of the Space Leases (including any guaranties)and all Space Lease Guaranties, and has delivered to SLGOP or made available to SLGOP for review all material correspondence relating to the Space Leases together with any amendmentsall other books, modifications records, billing summaries and extensions thereto back-up for billing of Overage Rent and there are no leases, licenses or other occupancy agreements with respect to the Units except as set forth Reimbursables in the Rent Roll; possession or control of Transferor (h) all Tenants are in possession of collectively, the premises leased by them unless otherwise noted on the Rent Roll; (i) except as set forth in this Section 7.1.6(i) or as disclosed in the Rent Roll"Lease Files"). Transferor shall, no Tenant has delivered written notice to Seller claiming entitlement to “free” rent, rent concessions, tenant allowances, rebates, rent abatements, set-offs or offsets against rent or contesting the pro-rata shares of tax or maintenance increases shown in the Rent Roll or their obligations to pay any common area charges or cost-of-living increases as required by their Leases which is outstanding. There may exist a dispute between Seller and CVS (as hereinafter defined) as to promptly following the date that CVS took possession hereof, authorize and instruct its accountants to grant access to SLGOP's accountants to historic work papers required for an audit under Sections 3-05 and 3-14 of Unit RTL1 pursuant to its Lease insofar as Seller believes Regulation S-X under the date Securities Exchange Act of 1934 (to be February 13, 2019, while CVS’s construction crew (but not its main offices) have sent informal emails (but not formal, written notice under the Lease) contending that CVS did not take possession until an unspecified, later date (not later than March 15, 2019performed at SLGOP's sole cost and expense). 7.1.7. There is no pending (or, to Seller’s knowledge, threatened in writing) action, suit or other proceeding against the Property or against Seller with respect 7.1.6 As to the Property as of the date of this Agreement that if adversely determined would have a material adverse effect on the Property or Seller’s ability to consummate the transactions contemplated hereby.Space Leases: 7.1.8. There are no service, maintenance, supply or similar contracts with Seller (as owner of the Unitsa) relating to the Units, and there shall not be any such contracts which will be binding upon Purchaser after the Closing. Notwithstanding the foregoing, Purchaser acknowledges that there may be service, maintenance or similar contracts in respect of the Condominium that may affect all units in the Condominium and/or the Building, including (but not solely applicable to) the Units. 7.1.9. Seller has not received any written notice from the Condominium that Seller, as the sponsor of the Condominium, is in default under any obligation of Seller to the Condominium. Seller has not received written notice that any party is in default or its obligations under the Condominium Documents which Each has not been cured. 7.1.10. Seller is not a person and/or entity with whom Purchaser is restricted from doing business under the Internal Emergency Economic Powers Act, 50 U.S.C. Section 1701 et seq.; the Trading With The Enemy Act, 50 U.S.C. App. Section 5; the U.S.A. Patriot Act of 2001; any executive orders promulgated thereunder, any implementing regulations promulgated thereunder by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”) (including those persons and/or entities named on OFAC’s List of Specially Designated Nationals and Blocked Persons); or any other applicable law of the United States. 7.1.11. Seller has not received written notice of any pending or threatened condemnation or eminent domain proceedings that would affect the Property (or any portion thereof). 7.1.12. There shall be no employees employed by Seller or any Seller Related Party which will be binding on Purchaser following the Closing in connection with the Units. There are no union employees employed by Seller or a Seller Related Party at, or union contracts to which Seller or a Seller Related Party is a party or which is binding upon, the Units. Notwithstanding the foregoing, Purchaser acknowledges that there may be employees of the Condominium that service the Units and/or the Building. 7.1.13. The common charges (excluding separately billed utility charges) are modified except as set forth on Exhibit H. Seller has not received any written notice of any intended assessment or increase in common charges from the Condominium Board not reflected in Exhibit H. 7.1.14. Seller has not granted any person or entity and there exists no option or right of first refusal by any party (including the board of the Condominium) to purchase all or any part of any Unit that remains outstanding. 7.1.15. Seller has provided Purchaser with true, correct and complete copies of all of the Condominium Documents, together with any amendments, modifications and extensions thereto. To Seller’s knowledge, the Condominium Documents are in full force and effect. 7.1.16. All Tangible Property attached or appurtenant to, or used in connection with, the Property (other than trade fixtures belonging to Tenants) shall be owned by Seller at Closing, free of any liens or encumbrances except for the Permitted ExceptionsI, and Fixed Rent, Overage Rent and other additional rent set forth in the Space Leases are included being billed to the Space Lessees in this saleaccordance with the most recent Activity Reconciliation Report prepared by Transferor, a copy of which is attached hereto as Exhibit J (the "Activity Report"). The Activity Report identifies (i) Fixed Rent as "Monthly Rent", (ii) Overage Rent as "Real Estate Tax Esc. 7.1.17", and "Operating Expense Esc.", (iii) Reimbursables by specific category of services provided, (iv) Arrearages as "End Balance", and (v) Security Deposits as "Sec. Seller currently maintains insurance policies in compliance with and fulfilling Seller’s obligations under, the Leases and the Condominium DocumentsDep.

Representations and Warranties of the Parties; Certain Covenants. 7.1. 8.1 Seller warrants, represents and covenants to and with Purchaser that the following are true and correct on the date hereof and on the actual Closing Dateshall be true and correct at Closing: 7.1.1. 8.1.1 Seller is the sole owner of title to each of the Units and has full right, power and authority to sell, convey and transfer the Property to Purchaser. 7.1.2. Seller is a limited liability company duly formed and in good standing under the laws of the State of Delaware, qualified to do business in New York and has the requisite power and authority to enter into and to perform the terms of this Agreement. Seller is not subject to any law, order, decree, restriction or agreement which prohibits or would be violated by this Agreement or the consummation of the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action of Seller. This Agreement constitutes, and each document and instrument contemplated hereby to be executed and delivered by Seller, when executed and delivered, shall constitute the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its respective terms (subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ rights generally). 7.1.3. 8.1.2 Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code 1986, as amended, or any regulations promulgated thereunder (collectively, the “Code”). 7.1.4. None of 8.1.3 Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby is prohibited by, or requires Seller to obtain any consent, authorization, approval or registration under any law, statute, rule, regulation, judgment, order, writ, injunction or decree which is binding upon Seller. 7.1.5. There are no judgments, orders or decrees of any kind against Seller unpaid or unsatisfied of record which would have any material adverse effect on the Property or the ability of Seller to consummate the transactions contemplated by this Agreement. 7.1.6. The information concerning the Leases contained in the Rent Roll set forth on Exhibit B attached hereto is accurate as of the date set forth therein or, if no date is set forth therein, as of the date hereof. Except as otherwise set forth in this Agreement, or in the Rent Roll: (a) (i) the Leases are in full force and effect, (ii) intentionally omitted, (iii) 8.1.4 Seller has not received entered into any written notice of any actual or threatened default from any Tenant with respect to its applicable Lease, (iv) Seller has not received written notice from any Tenant giving notice of such Tenant’s intention to vacate its premises upon expiration of its Lease or otherwise, (v) except as set forth on the Rent Roll, the Leases have not been modified, amended or extended, (vi) all work required to be performed by the landlord under the Leases has been completed and all contractors, subcontractors and other persons or entities furnishing labor, supplies and/or materials on behalf of Seller in furtherance of such work have been paid in full for the work performed at the Units on behalf of Seller as required pursuant to the Leases, and (vii) at Closing, no tenant allowances shall be due to any Tenant pursuant to its Lease for which Purchaser shall not have received a credit in accordance with this Agreement. (b) no renewal or extension option has been granted to the Tenants, except as set forth in the Leases; (c) intentionally omitted; (d) the rents, including any Overage Rent, are being paid on a current basis and no Tenant has paid any rent more than one (1) month in advance; (e) there are no security deposits (whether cash or letters of credit) held by Seller; (f) at Closing, there shall not be any brokerage or leasing commission actually due with respect to the Leases; (g) Seller has provided Purchaser with true, correct and complete copies of all of the Leases (including any guaranties), together with any amendments, modifications and extensions thereto and there are no leases, licenses or other occupancy agreements with respect to the Units except as set forth in the Rent Roll; (h) all Tenants are in possession of the premises leased by them unless otherwise noted on the Rent Roll; (i) except as set forth in this Section 7.1.6(i) or as disclosed in the Rent Roll, no Tenant has delivered written notice to Seller claiming entitlement to “free” rent, rent concessions, tenant allowances, rebates, rent abatements, set-offs or offsets against rent or contesting the pro-rata shares of tax or maintenance increases shown in the Rent Roll or their obligations to pay any common area charges or cost-of-living increases as required by their Leases which is outstanding. There may exist a dispute between Seller and CVS (as hereinafter defined) as to the date that CVS took possession of Unit RTL1 pursuant to its Lease insofar as Seller believes the date to be February 13, 2019, while CVS’s construction crew (but not its main offices) have sent informal emails (but not formal, written notice under the Lease) contending that CVS did not take possession until an unspecified, later date (not later than March 15, 2019). 7.1.7. There is no pending (or, to Seller’s knowledge, threatened in writing) action, suit or other proceeding against the Property or against Seller with respect service contracts relating to the Property as of the date of this Agreement that if adversely determined would have a material adverse effect on the Property or Seller’s ability to consummate the transactions contemplated hereby. 7.1.8. There are no service, maintenance, supply or similar contracts with Seller (as owner of the Units“Service Contracts”) relating to the Units, and there shall not be any such contracts which will be binding upon Purchaser after the Closing. Notwithstanding the foregoing, Purchaser acknowledges that there may be service, maintenance or similar contracts in respect of the Condominium that may affect all units in the Condominium and/or the Building, including (but not solely applicable to) the Units. 7.1.9. Seller has not received any written notice from the Condominium that Seller, as the sponsor of the Condominium, is in default under any obligation of Seller to the Condominium. Seller has not received written notice that any party is in default or its obligations under the Condominium Documents which has not been cured. 7.1.10. Seller is not a person and/or entity with whom Purchaser is restricted from doing business under the Internal Emergency Economic Powers Act, 50 U.S.C. Section 1701 et seq.; the Trading With The Enemy Act, 50 U.S.C. App. Section 5; the U.S.A. Patriot Act of 2001; any executive orders promulgated thereunder, any implementing regulations promulgated thereunder by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”) (including those persons and/or entities named on OFAC’s List of Specially Designated Nationals and Blocked Persons); or any other applicable law of the United States. 7.1.11. 8.1.5 Seller has not received written notice of any pending or threatened condemnation or eminent domain proceedings that would affect the Property (or any portion thereof)Property. 7.1.12. There shall be no employees employed by 8.1.6 Seller or any Seller Related Party which is not, and will be binding on Purchaser following the Closing in connection with the Units. There are no union employees employed by Seller or not become, a Seller Related Party at, or union contracts to which Seller or a Seller Related Party is a party or which is binding upon, the Units. Notwithstanding the foregoing, Purchaser acknowledges that there may be employees of the Condominium that service the Units and/or the Building. 7.1.13. The common charges (excluding separately billed utility charges) are as set forth on Exhibit H. Seller has not received any written notice of any intended assessment or increase in common charges from the Condominium Board not reflected in Exhibit H. 7.1.14. Seller has not granted any person or entity with whom United States persons or entities are restricted or prohibited from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s specially designated and there exists no option blocked persons list) or right of first refusal by under any party statute, executive order (including the board of the Condominium) November 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to purchase all or any part of any Unit that remains outstanding. 7.1.15. Seller has provided Purchaser with true, correct and complete copies of all of the Condominium Documents, together with any amendments, modifications and extensions thereto. To Seller’s knowledge, the Condominium Documents are in full force and effect. 7.1.16. All Tangible Property attached or appurtenant toCommit, or used Support Terrorism), or other governmental action and is not and will not engage in connection with, the Property (other than trade fixtures belonging to Tenants) shall any dealings or transactions or be owned by Seller at Closing, free of any liens otherwise associated with such persons or encumbrances except for the Permitted Exceptions, and are included in this saleentities. 7.1.17. Seller currently maintains insurance policies in compliance with and fulfilling Seller’s obligations under, the Leases and the Condominium Documents.

Representations and Warranties of the Parties; Certain Covenants. 7.1. 7.1 Seller warrants, represents and covenants to and with Purchaser that the following are true and correct on the date hereof and (or as of the date set forth on the actual Closing Date:applicable Exhibit if a preparation date is set forth thereon): 7.1.1. Seller is the sole owner of title to each of the Units and has full right, power and authority to sell, convey and transfer the Property to Purchaser. 7.1.2. 7.1.1 Seller is a limited liability company duly formed and in good standing under the laws of the State of Delaware, qualified to do business in New York Connecticut and has the requisite power and authority to enter into and to perform the terms of this Agreement. Seller is not subject to any law, order, decree, restriction or agreement which prohibits or would be violated by this Agreement or the consummation of the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action of Seller. This Agreement constitutes, and each document and instrument contemplated hereby to be executed and delivered by Seller, when executed and delivered, shall constitute the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its respective terms (subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ rights generally). 7.1.3. 7.1.2 Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code 1986, as amended, or any regulations promulgated thereunder (collectively, the “Code”). 7.1.4. None of 7.1.3 Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby is prohibited by, or requires Seller to obtain any consent, authorization, approval or registration under any law, statute, rule, regulation, judgment, order, writ, injunction or decree which is binding upon Seller. 7.1.5. 7.1.4 There are no judgments, orders orders, or decrees of any kind against Seller unpaid or unsatisfied of record record, nor any actions, suits or other legal or administrative proceedings pending or, to the best of Seller’s actual knowledge, threatened in writing against Seller, which would could have any material adverse effect on Seller or the Property or the ability of Seller to consummate the transactions contemplated by this Agreement. 7.1.6. The information concerning 7.1.5 There are no leases or other written agreements for the Leases contained in use or occupancy of all or any portion of the Rent Roll Property to which Seller is a party or by which Seller is bound other than those set forth on Exhibit B F attached hereto is accurate as of and made a part hereof (such leases or occupancy agreements, together with all renewals, replacements and amendments thereof entered into after the date set forth therein or, if no date is set forth therein, as of the date hereof. Except as otherwise set forth in this Agreement, or in the Rent Roll: (a) (i) the Leases are in full force and effect, (ii) intentionally omitted, (iii) Seller has not received written notice of any actual or threatened default from any Tenant with respect to its applicable Lease, (iv) Seller has not received written notice from any Tenant giving notice of such Tenant’s intention to vacate its premises upon expiration of its Lease or otherwise, (v) except as set forth on the Rent Roll, the Leases have not been modified, amended or extended, (vi) all work required to be performed by the landlord under the Leases has been completed and all contractors, subcontractors and other persons or entities furnishing labor, supplies and/or materials on behalf of Seller in furtherance of such work have been paid in full for the work performed at the Units on behalf of Seller as required pursuant to the Leases, and (vii) at Closing, no tenant allowances shall be due to any Tenant pursuant to its Lease for which Purchaser shall not have received a credit hereof in accordance with this Agreement. (b) no renewal or extension option has been granted Section 27, being herein referred to as the Tenants, except as set forth in the “Space Leases; (c) intentionally omitted; (d) the rents, including any Overage Rent, are being paid on a current basis and no Tenant has paid any rent more than one (1) month in advance; (e) there are no security deposits (whether cash or letters of credit) held by Seller; (f) at Closing, there shall not be any brokerage or leasing commission actually due with respect to the Leases; (g) ”). Seller has provided delivered or made available to Purchaser with true, correct and complete copies of all of the Leases (including any guaranties)Space Leases, together with any amendments, modifications and extensions thereto and there are no leases, licenses has delivered to Purchaser or other occupancy agreements with respect made available to Purchaser for review all material tenant correspondence relating to the Units Space Leases in the possession or control of Seller or Seller’s property manager (collectively, the “Lease Files”). 7.1.6 As to the Space Leases: (a) None has been modified except as set forth on Exhibit F and, to Seller’s knowledge each is in full force and effect. The rent roll (the “Rent Roll; (h”) attached hereto as Exhibit G is true, accurate and complete in all Tenants are in possession material respects as of the premises leased by them unless otherwise noted on the date hereof. No Space Lessee is more than thirty (30) days in arrears of its obligations to pay Fixed Rent Roll; (i) or Overage Rent, except as set forth on the schedule attached hereto as Exhibit G-1 and made a part hereof (the “Arrearage Schedule”). (b) (i)Seller has not received written notice that it is in this default in any of its obligations under any Space Lease which has not been cured or waived in writing. (c) Except as expressly set forth in the Space Leases, no Space Lessee is entitled to any free rent, abatement, rent concession or tenant improvement allowance, other than Tenant Improvement Costs, if any, which are to be prorated pursuant to Section 7.1.6(i6.1.6. (d) Except as otherwise set forth in Space Leases or as disclosed in the Rent Roll, no Tenant Space Lessee has delivered written notice prepaid any rents or additional rents for more than one (1) month in advance. (e) Seller is in possession of the Security Deposits set forth in the schedule attached hereto as Exhibit D and made a part hereof, which schedule correctly sets forth whether such Security Deposit is held in cash or Security LC. No security deposits in the form of cash deposits or letters of credit have been paid to Seller claiming entitlement by or on behalf of the Space Lessees except as set forth in Exhibit D. (f) Except as set forth on Exhibit E attached hereto and made a part hereof, there are no leasing brokerage commissions (or unpaid installments thereof) with respect to any Space Leases (the “free” rent, rent concessions, tenant allowances, rebates, rent abatements, set-offs Payable Commissions”) which are now or offsets against rent or contesting the pro-rata shares of tax or maintenance increases shown will be in the Rent Roll future due and payable (including, renewals, extensions or their expansions of any Space Lease, regardless of whether or not such renewal, extension or expansion is pursuant to a provision contained in an existing Space Lease). Exhibit E sets forth the sole leasing brokerage agreements entered into by Seller (“Leasing Brokerage Agreements”) relating to the Property in effect on the date hereof. At Closing, Purchaser shall assume the obligations of Seller arising from and after the Closing under the Leasing Brokerage Agreements pursuant to pay any common area charges or cost-of-living increases as required by their Leases which is outstanding. There may exist a dispute between Seller and CVS the Omnibus Assignment (as hereinafter defined) as to the date that CVS took possession of Unit RTL1 pursuant to its Lease insofar as Seller believes the date to be February 13, 2019, while CVS’s construction crew (but not its main offices) have sent informal emails (but not formal, written notice under the Lease) contending that CVS did not take possession until an unspecified, later date (not later than March 15, 2019). 7.1.7. There (g) Except as set forth on Exhibit S, there is no pending tenant improvement work required to be performed by the landlord under any Space Lease or for which the landlord is required under any Space Lease to reimburse any Space Lessee which has not been completed and/or the costs of which (or, to Seller’s knowledge, threatened in writingthe “Tenant Improvement Costs”) action, suit or other proceeding against the Property or against Seller with respect have not been paid. (h) Notwithstanding anything to the Property as contrary contained in this Agreement, (i) Seller does not represent or warrant that any particular Space Lease will be in force or effect at Closing, that the Space Lessees will have performed their obligations under the Space Leases or that the Space Lessees will not be the subject of bankruptcy proceedings, that any demised premises under any Space Lease are actively occupied by any Space Lessee and (ii) the existence of any default by a Space Lessee, the failure of a Space Lessee to perform its obligations under its Space Lease, the termination of any Space Lease prior to Closing by reason of the date Space Lessee’s default or the existence of bankruptcy proceedings pertaining to any Space Lessee, shall not, except as otherwise provided herein, affect the obligation of Purchaser to close under this Agreement that if adversely determined would have a material adverse effect on the Property or Seller’s ability to consummate the transactions contemplated herebyAgreement. 7.1.8. There are no service, maintenance, supply or similar contracts with Seller (as owner of the Units) relating to the Units, and there shall not be any such contracts which will be binding upon Purchaser after the Closing. Notwithstanding the foregoing, Purchaser acknowledges that there may be service, maintenance or similar contracts in respect of the Condominium that may affect all units in the Condominium and/or the Building, including (but not solely applicable to) the Units. 7.1.9. Seller has not received any written notice from the Condominium that Seller, as the sponsor of the Condominium, is in default under any obligation of Seller to the Condominium. 7.1.7 Seller has not received written notice from a governmental authority of violation of any Environmental Law that any party is in default or its obligations under the Condominium Documents which has not been cured. 7.1.10. 7.1.8 Except as set forth on the Rent Roll attached hereto as Exhibit G or on the list of pending litigation attached hereto and made a part hereof as Exhibit I and other than actions or suits covered by insurance, there are no actions to which Seller is not a person and/or entity with whom Purchaser party, suits to which Seller is restricted from doing business under the Internal Emergency Economic Powers Act, 50 U.S.C. Section 1701 et seq.; the Trading With The Enemy Act, 50 U.S.C. App. Section 5; the U.S.A. Patriot Act of 2001; any executive orders promulgated thereunder, any implementing regulations promulgated thereunder by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”) a party or proceedings to which Seller is a party (including those persons and/or entities named on OFAC’s List of Specially Designated Nationals and Blocked Persons); or any other applicable law of the United States. 7.1.11. Seller has not received written notice of any landlord/tenant proceedings) pending or threatened condemnation or eminent domain proceedings that would affect the Property (or any portion thereof). 7.1.12. There shall be no employees employed by in writing against Seller or the Property, at law or in equity, before any federal, state, municipal or governmental department, commission, board, bureau, agency or instrumentality which is reasonably likely to, if adversely determined, prohibit or impair Seller Related Party which will be binding on Purchaser following from consummating the Closing in connection with the Unitstransactions contemplated hereby. There are no union employees employed disputes pending or threatened by Seller or a Seller Related Party ator, or union contracts to which Seller or a Seller Related Party is a party or which is binding upon, the Units. Notwithstanding the foregoing, Purchaser acknowledges that there may be employees best of the Condominium that service the Units and/or the Building. 7.1.13. The common charges (excluding separately billed utility charges) are as set forth on Exhibit H. Seller has not received any written notice of any intended assessment or increase in common charges from the Condominium Board not reflected in Exhibit H. 7.1.14. Seller has not granted any person or entity and there exists no option or right of first refusal by any party (including the board of the Condominium) to purchase all or any part of any Unit that remains outstanding. 7.1.15. Seller has provided Purchaser with true, correct and complete copies of all of the Condominium Documents, together with any amendments, modifications and extensions thereto. To Seller’s knowledge, against Seller. Exhibit I-1 sets forth all pending proceedings for reduction of the Condominium Documents are in full force and effect. 7.1.16. All Tangible Property attached or appurtenant to, or used in connection with, assessed valuation of the Property (other than trade fixtures belonging to Tenants) shall be owned by Seller at Closing, free of any liens or encumbrances except for the Permitted Exceptions, and are included in this sale“Tax Proceedings”). 7.1.17. Seller currently maintains insurance policies in compliance with and fulfilling Seller’s obligations under, the Leases and the Condominium Documents7.1.9 Intentionally omitted.