Seller’s Covenants, Representations and Warranties. (A) As a material inducement to Purchaser to enter into this Agreement and to pay the Purchase Price for the Property as set forth herein, Seller hereby covenants, warrants and represents to Purchaser as follows: (i) Seller is authorized to enter into and perform all its obligations under this Agreement. This Agreement is, and all documents to be executed by Seller pursuant hereto will be, the valid and binding obligations of Seller enforceable in accordance with their respective terms. (ii) The Seller is not a party to any litigation or administrative proceedings nor has Seller received written or, to its knowledge, verbal notice containing a threat of any litigation or administrative proceedings, which could materially adversely affect the Property or Seller’s right to enter into this Agreement or to consummate the transactions contemplated by this Agreement. Except what is listed on Schedule 4(A) (Pending Violations, Litigation and / or Deficiencies), the Seller to its knowledge, is not subject to any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental department, agency, board, bureau or instrumentality issued or entered in a proceeding to which the Seller or the Property is or was a party. (iii) From the date hereof to the Closing Date, other than in the ordinary course of Seller’s business, no lease, tenancy, or other arrangement applicable to the Property or the SNF and not terminable without penalty by Seller on or before the Closing Date, will be entered into by Seller without the prior written approval of Purchaser. (iv) To Seller’s knowledge, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein will not result in any breach, violation, default or cancellation of any contract, agreement, mortgage, deed to secure debt, or lease to which Seller is a party and that could reasonably be expected to have a material adverse effect on the SNF. (v) To the Seller’s knowledge, the Property is not in violation of any federal, state, local or municipal law, rule, regulation or ordinance, including any life safety code waivers (except as disclosed in Schedule 4A). (vi) The Property shall, on the Closing Date, be in the same condition as it was on the date of Purchaser’s execution of this Agreement, normal wear excepted. Immediately prior to “Closing” (as hereinafter defined) Seller will have good and marketable fee simple title to all of the Real Property, subject to the Permitted Encumbrances. (vii) Seller is not and will not be a party to any collective bargaining agreements with respect to any of employees at the SNF. (viii) All documents to be delivered by Seller to Purchaser are and will be true, correct and complete in all material respects and contain no material omissions that make such documents false or misleading. (ix) To Seller’s knowledge: (a) the Real Property is in compliance with all applicable zoning and building laws, ordinances and regulations and (b) the Real Property has all the necessary legal rights, utility service, and access to a public street. (x) To Seller’s knowledge, neither the execution and delivery of this Agreement nor the consummation of the transactions provided for in this Agreement violate any agreement to which Seller is a party or by which Seller is bound, or any law, order, or decree, or any provision of any Seller’s governing documents. (xi) To its knowledge, Seller holds good and marketable title to the Real Property, free and clear of restrictions on or conditions to transfer or assignment, and free and clear of liens, pledges, charges, or encumbrances other than the Permitted Encumbrances. (xii) Seller agrees to deliver to Purchaser all pertinent property information, licenses, contracts for service(s) and/or supplies, financial records received in the course of owning the property obtained through foreclosure, information received under the Freedom of Information Act, management agreements, receipts or documentation relative to the property obtained during Seller’s course of ownership in any manner whatsoever to the Purchaser at closing. The existence of any such documents or records is not confirmed but the delivery of all pertinent records is committed to by the Seller. (xiii) To Seller’s knowledge there is no litigation or governmental proceeding pending or, to Seller’s knowledge, threatened in eminent domain or for rezoning against Seller that relates to or affects the SNF. (xiv) To its knowledge, during the time in which Seller has owned the Property, Seller has not unlawfully used, generated, transported, treated, constructed, deposited, stored, disposed, placed or located at, on, under or from the Property any flammable explosives, radioactive materials, hazardous or toxic substances, materials or wastes, pollutants or contaminants defined, listed or regulated by any local, state or federal environmental laws that could reasonably be expected to have an material adverse effect on the SNF. (xv) To Seller’s knowledge, there are no Hazardous Substances on, at, beneath, or in the Property. “Hazardous Substance” means any chemical, substance, material, object, condition, or waste harmful to
Appears in 1 contract
Seller’s Covenants, Representations and Warranties. (A) As a material inducement to Purchaser to enter into this Agreement and to pay the Purchase Price for the Property as set forth herein, Seller hereby covenants, represents and warrants and represents to Purchaser as follows:
(a) Sovereign (i) Seller is authorized to enter into a partnership, duly organized, validly existing and perform all its obligations in good standing under this Agreement. This Agreement is, and all documents to be executed by Seller pursuant hereto will be, the valid and binding obligations laws of Seller enforceable in accordance with their respective terms.
the State of Connecticut; (ii) The Seller is not a party to any litigation or administrative proceedings nor has Seller received written or, to its knowledge, verbal notice containing a threat of any litigation or administrative proceedings, which could materially adversely affect the Property or Seller’s right authority and power to enter into this Agreement or and to consummate the transactions contemplated by this Agreement. Except what is listed on Schedule 4(Ahereby; and (iii) (Pending Violations, Litigation and / or Deficiencies), the Seller to its knowledge, is not subject to obtaining the consent of the limited partners of Sovereign, has duly authorized the execution and delivery of this Agreement and is duly bound to consummate the transactions contemplated hereby.
(b) Neither this Agreement nor the consummation of the transaction contemplated hereby will constitute or result in a violation or breach by Seller of any agreement or contract to which Seller is bound or the Property is subject, or any judgment, order, writ, injunctioninjunction or decree issued against or imposed upon it, decree or award will result in a violation of any courtapplicable law, arbitrator order, rule or regulation of any government authority.
(c) Seller has not received any notification of any pending or threatened condemnation, requisition or similar proceeding affecting the Property or any portion thereof other than as disclosed herein.
(d) Seller has not received and, to the best of Seller's knowledge, there are no notices, orders, decrees or judgments issued relating to any alleged or actual violation of fire, health, safety, traffic, sanitation, water pollution, environmental or other laws affecting, against or with respect to the Property. Except for the Foreclosure, Seller has not received any written notification of any action, suit, proceeding or investigation pending or threatened which might become a cloud on the title to the Property or any portion thereof. From and after the date hereof, Seller shall send to Purchaser (within three (3) days of delivery to or receipt by Seller) copies of all correspondence, notices or other communications delivered to or received by Seller from federal, state or local governmental departmentauthorities or agencies in connection with the Property.
(e) Except for the Foreclosure, agency, board, bureau there are no defaults or instrumentality issued or entered in a proceeding to which the breaches by Seller or the Property is of any of the covenants, conditions, restrictions, rights-of-way, or was a partyeasements or other instruments encumbering the Property or any portion thereof.
(iiif) From No special taxes or assessments have been levied, assessed or imposed on or against the Property or any part thereof that have not been fully and finally paid, and neither Seller, nor any of its agents or employees have received any notice, or have any knowledge, of contemplated, threatened or pending special taxes or assessments affecting the Property or any part thereof. Without limiting the generality of the preceding sentence, there is no pending assessment made by the Town of Manchester or any other authority with respect to the repair, maintenance or expansion of any water or sewage systems that may be located in any public right of way adjacent to the Property, or for any other public improvements or betterments of any type which would or could give rise to an assessment against the Property.
(g) Attached hereto as Exhibit B is a true, correct and complete rent roll for the Property including each and every lease, license or other occupancy agreement affecting any portion of the Property as of the date hereof hereof. Prior to Closing, Seller will not, without Purchaser's prior written consent (i) collect any rent for more than the Closing Datethen current month; (ii) give any rent concessions or agree to do any work for, or give any consideration other than possession to, any tenant except in the ordinary course of Seller’s business; or (iii) lease any units at the Property for a term in excess of twelve (12) months or at less than fair market rental rates.
(h) There is no union contract affecting the Property or the employees thereat and Seller will not enter into any such contract prior to Closing.
(i) Seller has received no notice that there are permits, no leaselicenses, tenancyother than ordinary business licenses, or other consents required by any governmental authority in connection with the use and occupancy of the Property that have not already been obtained.
(j) Seller has good and indefeasible title to the Property in fee simple, and the Personal Property, and has the right to convey and transfer same, subject to the existing tenant leases and encumbrances of record.
(k) From the date of this Agreement until Closing, Seller (i) shall maintain and repair the Property in its normal course of operations; (ii) shall operate the Property in its normal course of operations, including continuing to make units ready and continuing leasing; (iii) shall pay all obligations arising from the Property, as payment becomes due; (iv) shall make no material alterations to the Property; and (v) shall maintain each of the apartment units at the Property in its current condition, reasonable wear and tear excepted.
(l) All of Seller's employees at the Property will be paid by Seller prior to Closing to the end of their last pay period. Benefits or compensation accrued prior to Closing due or claimed to be due either before or after Closing to employees or former employees of Seller shall not constitute obligations of Purchaser. All persons who are currently employed by Seller in connection with the management, operation or maintenance of the Property shall be terminated by Seller at or prior to Closing insofar as their employment relates to the Property.
(m) No portion of the Property (including, without limitation, rental, security, or damage deposits to be conveyed to the Purchaser hereunder) shall be subject at the Closing to the burdens or obligations of any management agreement respecting the Property, so that Purchaser shall receive the Property free and clear of any such burdens or obligations and shall be free to enter into a management agreement or arrangement applicable with a manager of its own choice. Unless approved by Purchaser in writing prior to Closing, as of the Closing, there will not be any service, supply or maintenance agreements with respect to the Property or any portion thereof, other than as listed on Exhibit D attached hereto, unless the SNF and not terminable without penalty by Seller on or before the Closing Date, will same can be entered into by Seller canceled upon thirty (30) days notice without the prior written approval necessity of Purchaserpayment of any termination penalty or premium.
(ivn) To Except as disclosed by Seller and except for the possible presence of lead paint on the Property, Seller’s , to its knowledge, the executionhas not at any time, delivery and performance of this Agreement and the consummation of the transactions contemplated herein will not result in no other party has at any breachtime, violationhandled, default buried, stored, retained, refined, transported, processed, manufactured, generated, produced, spilled, allowed to seep, leak, escape or cancellation of any contract, agreement, mortgage, deed to secure debtleech, or lease to which Seller is a party and that could reasonably be expected to have a material adverse effect on the SNF.
(v) To the Seller’s knowledgepumped, the Property is not in violation poured, emitted, emptied, discharged, injected, dumped, transferred or otherwise disposed of any federal, state, local or municipal law, rule, regulation or ordinance, including any life safety code waivers (except as disclosed in Schedule 4A).
(vi) The Property shall, on the Closing Date, be in the same condition as it was on the date of Purchaser’s execution of this Agreement, normal wear excepted. Immediately prior to “Closing” dealt with Hazardous Substances (as hereinafter defined) on, to or from the Property. Seller will have good knows of no seepage, leak, escape, leech, discharge, injection, release, emission, pumping, pouring, emptying or dumping of Hazardous Substances into waters on or adjacent to the Property, or onto lands from which such hazardous or toxic waste or substances might seep, flow or drain into such waters. The term "Hazardous Substances" shall mean and marketable fee simple title refer to any and all pollutants, contaminants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety, the removal of which may be required or the manufacture, use, maintenance or handling of which is restricted, prohibited or penalized by any Environmental Law (including, without limitation, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls). The term "Environmental Law" shall mean and refer to any law, ordinance, rule, regulation, order, judgment, injunction or decree relating to pollution, Hazardous Substances or environmental protection (including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, Chapters 445 and 446k of the Real PropertyConnecticut General Statutes, subject to the Permitted Encumbrances.
(vii) Seller is not all amendments and will not be a party to any collective bargaining agreements with respect supplements to any of employees at the SNF.
(viii) All documents to be delivered by foregoing and all regulations issued pursuant thereto). The representations and warranties of Seller to Purchaser are and will set forth above shall be true, accurate and correct and complete in all material respects and contain no material omissions that make such documents false or misleading.
(ix) To Seller’s knowledge: (a) upon the Real Property is in compliance with all applicable zoning and building laws, ordinances and regulations and (b) the Real Property has all the necessary legal rights, utility service, and access to a public street.
(x) To Seller’s knowledge, neither the date of execution and delivery of this Agreement nor the consummation and shall be deemed remade by Seller as of the transactions provided for Closing Date with the same force and effect as if first made as of and on such date. Seller's covenants, representations and warranties contained in this Agreement violate any agreement to which Seller is Section shall survive the Closing for a party or by which Seller is bound, or any law, order, or decree, or any provision period of any Seller’s governing documents.
(xi) To its knowledge, Seller holds good and marketable title to the Real Property, free and clear of restrictions on or conditions to transfer or assignment, and free and clear of liens, pledges, charges, or encumbrances other than the Permitted Encumbrances.
(xii) Seller one year. Purchaser agrees to deliver provide prompt written notification to Seller upon Purchaser's discovery of a default or breach of such covenants, representations and warranties. Any action brought by Purchaser all pertinent property informationto enforce Purchaser's rights with respect to such covenants, licenses, contracts for service(s) and/or supplies, financial records received in the course of owning the property obtained through foreclosure, information received under the Freedom of Information Act, management agreements, receipts or documentation relative to the property obtained during Seller’s course of ownership representations and warranties must by commenced promptly after discovery thereof by Purchaser and in any manner whatsoever to event no such action shall be commenced after the Purchaser at closing. The existence expiration of any such documents or records is not confirmed but the delivery of all pertinent records is committed to by the Selleraforesaid one year period.
(xiii) To Seller’s knowledge there is no litigation or governmental proceeding pending or, to Seller’s knowledge, threatened in eminent domain or for rezoning against Seller that relates to or affects the SNF.
(xiv) To its knowledge, during the time in which Seller has owned the Property, Seller has not unlawfully used, generated, transported, treated, constructed, deposited, stored, disposed, placed or located at, on, under or from the Property any flammable explosives, radioactive materials, hazardous or toxic substances, materials or wastes, pollutants or contaminants defined, listed or regulated by any local, state or federal environmental laws that could reasonably be expected to have an material adverse effect on the SNF.
(xv) To Seller’s knowledge, there are no Hazardous Substances on, at, beneath, or in the Property. “Hazardous Substance” means any chemical, substance, material, object, condition, or waste harmful to
Appears in 1 contract
Seller’s Covenants, Representations and Warranties. (A) As a material inducement In order to Purchaser induce Buyer to enter into this Agreement and purchase the Premises, Seller makes the following covenants, agreements, representations and warranties, all of which are true and correct as to pay the Purchase Price for the Property as matters set forth herein, Seller hereby covenants, warrants and represents to Purchaser therein as follows:
(i) Seller is authorized to enter into and perform all its obligations under this Agreement. This Agreement is, and all documents to be executed by Seller pursuant hereto will be, the valid and binding obligations of Seller enforceable in accordance with their respective terms.
(ii) The Seller is not a party to any litigation or administrative proceedings nor has Seller received written or, to its knowledge, verbal notice containing a threat of any litigation or administrative proceedings, which could materially adversely affect the Property or Seller’s right to enter into this Agreement or to consummate the transactions contemplated by this Agreement. Except what is listed on Schedule 4(A) (Pending Violations, Litigation and / or Deficiencies), the Seller to its knowledge, is not subject to any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental department, agency, board, bureau or instrumentality issued or entered in a proceeding to which the Seller or the Property is or was a party.
(iii) From the date hereof to and shall be true and correct on the Closing Date, other than in the ordinary course and all of Seller’s businesswhich, no leaseunless otherwise specified, tenancy, or other arrangement applicable to the Property or the SNF and not terminable without penalty by Seller on or before shall survive the Closing Datefor a period of one (1) year:
(a) Seller has obtained all necessary authorizations and consents to enable it to execute and deliver this Agreement and to consummate the transaction contemplated hereby, will including without limitation all authorizations and consents required to be entered into by Seller without obtained from governmental authorities during the prior written approval course of, and upon completion of, construction of Purchaserthe Improvements.
(ivb) To the Actual Knowledge (defined below) of Seller’s knowledge, the executionauthorization, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated herein hereby, will not not, with or without the giving of notice or passage of time or both: (i) violate, conflict with or result in the breach of any terms or provisions of or require any further consent, approval or authorization under: (w) the Operative Documents (defined below) by which Seller is governed; or (x) any statutes, laws, rules or regulations of any governmental body applicable to Seller, or its properties or assets, except those applying to any filing or other requirements of the U.S. Securities and Exchange Commission (SEC) in connection with this Agreement or the Closing; or (y) any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority binding upon Seller or any of its respective properties or assets; or (z) any instrument or agreement to which Seller or its properties may be bound or relating to or affecting all or any portion of the Premises; or (ii) result in any breachlien, violationclaim, default encumbrance or cancellation of any contract, agreement, mortgage, deed to secure debt, or lease to which Seller is a party and that could reasonably be expected to have a material adverse effect restriction on the SNFproceeds of the sale of all or any portion of the Premises or on any of the respective properties or assets of Seller. Seller and Buyer agree this Section 10(b) shall not survive the Closing.
(vc) Except for the encumbrances to be paid and satisfied at Closing and as may otherwise be provided in the Title Commitment, Seller has not made any other consensual assignment, pledge or mortgage of, or granted any security interest in, any portion of the Premises to be transferred, conveyed or assigned to Buyer on the Closing Date.
(d) Except for the Lease and the Permitted Exceptions, if applicable, no person, firm or entity has any rights to acquire or to lease all or any portion of the Premises or otherwise to obtain any interest therein and there are no outstanding options, rights of first refusal or negotiation, rights of reverter or rights of first offer relating to all or any portion of the Premises or any interest therein.
(e) Seller holds, or prior to the Closing Date shall hold, fee simple title to the Premises, free of all liens, assessments and encumbrances except for the Permitted Exceptions, and liens and encumbrances which will be paid and discharged at or prior to the Closing.
(f) To the Actual Knowledge of Seller’s knowledge, the Property Premises do not violate any applicable zoning regulations or building code applicable to the Premises.
(g) To the Actual Knowledge of Seller, there is not no pending or threatened litigation, annexation, condemnation, zoning, or other proceeding affecting the title to or the use or operation of the Premises, and Seller has received no notice of any actions, suits, proceedings, claims, orders, decrees or judgments affecting the Premises, or any portion thereof, or relating to or arising out of the ownership of the Premises or any portion thereof which are pending in violation of any court or by or before any federal, state, local county or municipal lawdepartment, rulecommission, regulation board, bureau or ordinance, including any life safety code waivers (except as disclosed in Schedule 4A)agency or other governmental instrumentality.
(vi) The Property shall, on the Closing Date, be in the same condition as it was on the date of Purchaser’s execution of this Agreement, normal wear excepted. Immediately prior to “Closing” (as hereinafter defined) Seller will have good and marketable fee simple title to all of the Real Property, subject to the Permitted Encumbrances.
(viih) Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and will not be a party to any collective bargaining agreements with respect to any of employees Seller shall certify its taxpayer identification number at the SNFClosing.
(viiii) All documents Except as may be provided in any environmental report(s) to be delivered to Buyer by Seller pursuant to Purchaser are and will be true, correct and complete in all material respects and contain no material omissions that make such documents false or misleading.
(ix) To Seller’s knowledge: (a) the Real Property is in compliance with all applicable zoning and building laws, ordinances and regulations and (b) the Real Property has all the necessary legal rights, utility service, and access to a public street.
(x) To Seller’s knowledge, neither the execution and delivery of this Agreement nor the consummation of the transactions provided for in this Agreement violate any agreement to which Seller is a party or by which Seller is bound, or any law, order, or decree, or any provision of any Seller’s governing documents.
(xi) To its knowledge, Seller holds good and marketable title to the Real Property, free and clear of restrictions on or conditions to transfer or assignment, and free and clear of liens, pledges, charges, or encumbrances other than the Permitted Encumbrances.
(xii) Seller agrees to deliver to Purchaser all pertinent property information, licenses, contracts for service(s) and/or supplies, financial records received in the course of owning the property obtained through foreclosure, information received under the Freedom of Information Act, management agreements, receipts or documentation relative to the property obtained during Seller’s course of ownership in any manner whatsoever to the Purchaser at closing. The existence of any such documents or records is not confirmed but the delivery of all pertinent records is committed to by the Seller.
(xiii) To Seller’s knowledge there is no litigation or governmental proceeding pending orSection 5(b), to Seller’s knowledge, threatened in eminent domain or for rezoning against Seller that relates to or affects the SNF.
(xiv) To its knowledge, during the time in which Seller has owned the PropertyActual Knowledge, Seller has not unlawfully usedgenerated, generatedused (with the exception of the use by Seller of cleaning or other, similar products in connection with the Premises), transported, treated, constructed, deposited, stored, disposedreleased or disposed of any Hazardous Substance (defined below) in violation of any Legal Requirements (defined below) in connection with the Premises nor has there been any generation, placed use, transportation, treatment, storage, release or disposal of any Hazardous Substance, in connection with the ownership, operation, maintenance or occupancy of the Premises, which has created or might reasonably be expected to create any liability under any Legal Requirements or which would require any reporting to or notification to any federal, state or local governmental entity. Except as may be provided in any environmental report(s) to be delivered to Buyer by Seller pursuant to Section 5(b) or as may be shown in any environmental report(s) to be commissioned by Buyer hereunder, to Seller’s Actual Knowledge, no asbestos or polychlorinated biphenyl or underground storage tank is contained in or located aton the Premises, onand any Hazardous Substance handled or dealt with in any way in connection with the ownership, under operation, maintenance or from occupancy of the Property Premises during Seller's ownership thereof has been and is being handled or dealt with in all respects in compliance with applicable Legal Requirements. For purposes of this Agreement the term "Hazardous Substance" shall mean any flammable explosivesand all hazardous substances or hazardous materials that are defined or listed in, radioactive or otherwise classified pursuant to, any applicable laws as "hazardous substances", "hazardous materials", "hazardous wastes" or "toxic substances", materials or wastesany other formulation intended to define, pollutants list or contaminants definedclassify substances by reason of deleterious properties such as ignitibility, listed corrosivity, reactivity, radioactivity, carcinogenicy, or regulated by reproductive toxicity, and specifically includes, without limitation, asbestos and asbestos-containing materials.
(j) To Seller’s Actual Knowledge, the Premises does not violate any applicable zoning regulations or building code applicable to the Premises, except as may otherwise be provided in the Title Commitment.
(k) Seller has received no notice of, nor does Seller have any Actual Knowledge of, any violations (collectively, "Violations", and individually, a "Violation") of any applicable local, state or federal law, municipal ordinances or regulations, orders, rules or requirements of any federal, state or municipal department or agency having jurisdiction over or affecting the Premises or the construction, management, ownership, maintenance, operation, use, improvement, acquisition or sale thereof, including, without limitation, building, health and environmental laws that could reasonably be expected to have an material adverse effect on laws, regulations and ordinances, and equal access opportunity laws, regulations and ordinances (collectively, "Legal Requirements") whether or not officially noted or issued. Seller shall provide Buyer with notice of any Violations of which Seller obtains notice or Actual Knowledge between the SNFEffective Date and the Closing Date.
(xvl) To Except as shown in the tax bill provided in the Title Commitment, Seller has not received any notice of any pending general or special assessments against the Premises.
(m) Except as shown in the Title Commitment, Seller has not transferred, sold, pledged or mortgaged any development rights appurtenant to the Premises, nor has Seller entered into any contract or agreement in connection therewith.
(n) Seller has not made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy or received notice of or otherwise suffered the filing of an involuntary petition by Sxxxxx’s creditors, received notice of other otherwise suffered the appointment of a receiver to take possession of all, or substantially all, of Seller’s knowledge, there are no Hazardous Substances on, at, beneathassets, or in received notice of otherwise suffered the Property. “Hazardous Substance” means any chemical, substance, material, object, conditionattachment or other judicial seizure of all, or waste harmful tosubstantially all, of Seller’s assets.
Appears in 1 contract
Samples: Real Estate Purchase and Sale Contract (Delta Apparel, Inc)
Seller’s Covenants, Representations and Warranties. (A) As a material inducement In order to Purchaser induce Buyer to enter into this Agreement and to pay purchase the Purchase Price for the Property as set forth hereinPremises, Seller hereby makes the following covenants, warrants agreements, representations and represents to Purchaser as followswarranties, all of which shall survive the Closing and the purchase and sale of the Premises:
(ia) Seller is authorized has obtained all necessary authorizations and consents to enter into enable it to execute and perform deliver this Agreement and to consummate the transaction contemplated hereby, including without limitation all its obligations under this Agreement. This Agreement isauthorizations and consents required to be obtained from governmental authorities during the course of, and all documents to be executed by Seller pursuant hereto will beupon completion of, construction of the valid and binding obligations of Seller enforceable in accordance with their respective termsImprovements.
(iib) The Seller is not a party holds, or prior to any litigation the Closing Date shall hold, fee simple title to the Premises, free of all liens, assessments and encumbrances except for the Permitted Exceptions, and liens and encumbrances which will be paid and discharged at or administrative proceedings nor has Seller received written or, prior to its knowledge, verbal notice containing a threat of any litigation or administrative proceedings, which could materially adversely affect the Property or Seller’s right to enter into this Agreement or to consummate the transactions contemplated by this Agreement. Except what is listed on Schedule 4(A) (Pending Violations, Litigation and / or Deficiencies), the Seller to its knowledge, is not subject to any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental department, agency, board, bureau or instrumentality issued or entered in a proceeding to which the Seller or the Property is or was a partyClosing.
(iii) From the date hereof to the Closing Date, other than in the ordinary course of Seller’s business, no lease, tenancy, or other arrangement applicable to the Property or the SNF and not terminable without penalty by Seller on or before the Closing Date, will be entered into by Seller without the prior written approval of Purchaser.
(ivc) To Seller’s knowledge, the execution, delivery and performance of this Agreement and Premises do not violate any applicable zoning regulations or building code applicable to the consummation of the transactions contemplated herein will not result in any breach, violation, default or cancellation of any contract, agreement, mortgage, deed to secure debt, or lease to which Seller is a party and that could reasonably be expected to have a material adverse effect on the SNFPremises.
(vd) To the Seller’s knowledge, the Property is not in violation of any federal, state, local or municipal law, rule, regulation or ordinance, including any life safety code waivers (except as disclosed in Schedule 4A).
(vi) The Property shall, on the Closing Date, be in the same condition as it was on the date of Purchaser’s execution of this Agreement, normal wear excepted. Immediately prior to “Closing” (as hereinafter defined) Seller will have good and marketable fee simple title to all of the Real Property, subject to the Permitted Encumbrances.
(vii) Seller is not and will not be a party to any collective bargaining agreements with respect to any of employees at the SNF.
(viii) All documents to be delivered by Seller to Purchaser are and will be true, correct and complete in all material respects and contain no material omissions that make such documents false or misleading.
(ix) To Seller’s knowledge: (a) the Real Property is in compliance with all applicable zoning and building laws, ordinances and regulations and (b) the Real Property has all the necessary legal rights, utility service, and access to a public street.
(x) To Seller’s knowledge, neither the execution and delivery of this Agreement nor the consummation of the transactions provided for in this Agreement violate any agreement to which Seller is a party or by which Seller is bound, or any law, order, or decree, or any provision of any Seller’s governing documents.
(xi) To its knowledge, Seller holds good and marketable title to the Real Property, free and clear of restrictions on or conditions to transfer or assignment, and free and clear of liens, pledges, charges, or encumbrances other than the Permitted Encumbrances.
(xii) Seller agrees to deliver to Purchaser all pertinent property information, licenses, contracts for service(s) and/or supplies, financial records received in the course of owning the property obtained through foreclosure, information received under the Freedom of Information Act, management agreements, receipts or documentation relative to the property obtained during Seller’s course of ownership in any manner whatsoever to the Purchaser at closing. The existence of any such documents or records is not confirmed but the delivery of all pertinent records is committed to by the Seller.
(xiii) To Seller’s knowledge there There is no litigation or governmental proceeding pending or, to Seller’s knowledge, threatened in eminent domain litigation or for rezoning against Seller that relates other proceeding affecting the title to or affects the SNFuse or operation of the Premises.
(xive) To Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and Seller shall certify its knowledge, during the time in which Seller has owned the Property, taxpayer identification number at Closing.
(f) Seller has not unlawfully used, generated, transported, treated, constructed, deposited, stored, disposed, placed received any written notice or located at, on, under copy of notice from any governmental agency or from official to the Property effect that any flammable explosives, radioactive materials, hazardous or toxic substances, materials or wastes, pollutants or contaminants defined, listed or regulated by any local, state or federal environmental laws that could reasonably be expected to have an material adverse effect on condemnation proceeding is contemplated in connection with the SNFProperty.
(xvg) Seller has not received any written notice from any governmental agency of any violation of any applicable governmental law by or of the Seller or the Property with respect to the Property in any material respect which has not been previously cured.
(h) Seller and, to Seller’s knowledge, each person or entity owning an interest in Seller is (i) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation (collectively, the “List”), and (ii) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, and (iii) not an “Embargoed Person.” To Seller’s knowledge, there are no Hazardous Substances on, at, beneathnone of the funds or other assets of Seller constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person (as hereinafter defined), and to Seller’s knowledge, no Embargoed Person has any interest of any nature whatsoever in the PropertySeller (whether directly or indirectly). The term “Hazardous SubstanceEmbargoed Person” means any chemicalperson, substanceentity or government subject to trade restrictions under U.S. law, materialincluding but not limited to, objectthe International Emergency Economic Powers Act, condition50 U.S.C. §1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or waste harmful toregulations promulgated thereunder. All of the representations, warranties and agreements of Seller set forth herein and elsewhere in this Agreement shall be true upon the execution of this Agreement, shall be reaffirmed and repeated in writing at and as of the Closing Date, and shall survive Closing for a period of twelve (12) months
Appears in 1 contract
Samples: Real Estate Purchase and Sale Contract (Delta Apparel, Inc)
Seller’s Covenants, Representations and Warranties. (A) As a material inducement to Purchaser to enter into this Agreement and to pay the Purchase Price for the Property as set forth herein, Seller hereby covenants, represents and warrants and represents to Purchaser as follows:
(a) Seller (i) Seller is authorized to enter into a limited partnership, duly organized, validly existing and perform all its obligations in good standing under this Agreement. This Agreement is, and all documents to be executed by Seller pursuant hereto will be, the valid and binding obligations laws of Seller enforceable in accordance with their respective terms.
the State of Delaware; (ii) The Seller is not a party to any litigation or administrative proceedings nor has Seller received written or, to its knowledge, verbal notice containing a threat of any litigation or administrative proceedings, which could materially adversely affect the Property or Seller’s right authority and power to enter into this Agreement or and to consummate the transactions contemplated hereby; and (iii) has duly authorized the execution and delivery of this Agreement and is duly bound to consummate the transactions contemplated hereby.
(b) Neither this Agreement nor the consummation of the transaction contemplated hereby will constitute or result in a violation or breach by this Agreement. Except what Seller of any agreement or contract to which Seller is listed on Schedule 4(A) (Pending Violationsbound or the Property is subject, Litigation and / or Deficiencies), the Seller to its knowledge, is not subject to any judgment, order, writ, injunctioninjunction or decree issued against or imposed upon it, decree or award will result in a violation of any courtapplicable law, arbitrator order, rule or regulation of any government authority.
(c) Seller has not received any notification of any pending or threatened condemnation, requisition or similar proceeding affecting the Property or any portion thereof.
(d) Except as otherwise disclosed in writing to Purchaser, Seller has not received and, to the best of Seller's knowledge, there are no notices, orders, decrees or judgments issued, pending issuance or threatened relating to any alleged or actual violation of fire, health, safety, traffic, sanitation, water pollution, environmental or other laws affecting, against or with respect to the Property nor is Seller aware of any defects, structural or otherwise, in respect of the buildings and improvements situated on the Property . Seller has not received any written notification of any action, suit, proceeding or investigation pending or threatened which might become a cloud on the title to the Property or any portion thereof. From and after the date hereof, Seller shall send to Purchaser (within three (3) days of delivery to or receipt by Seller) copies of all correspondence, notices or other communications delivered to or received by Seller from federal, state or local governmental departmentauthorities or agencies in connection with the Property.
(e) To the best of Seller's knowledge, agency, board, bureau there are no defaults or instrumentality issued or entered in a proceeding to which the breaches by Seller or the Property is of any of the covenants, conditions, restrictions, rights-of-way, or was a partyeasements or other instruments encumbering the Property or any portion thereof.
(iiif) From To the best of Seller's knowledge, no special taxes or assessments have been levied, assessed or imposed on or against the Property or any part thereof that have not been fully and finally paid, and neither Seller, nor any of its agents or employees have received any notice, or have any knowledge, of contemplated, threatened or pending special taxes or assessments affecting the Property or any part thereof.
(g) To the best of Seller's knowledge, attached hereto as Exhibit C is a true, correct and complete rent roll for the Property including each and every lease, license or other occupancy agreement affecting any portion of the Property as of the date hereof hereof. Prior to Closing, Seller will not, without Purchaser's prior written consent (i) collect any rent for more than the Closing Datethen current month; (ii) give any rent concessions or agree to do any work for, or give any consideration other than possession to, any tenant except in the ordinary course of business; (iii) lease any units at the Property for a term in excess of twelve (12) months; (iv) or lease any units to any person(s) other than at market rates.
(h) There is no union contract affecting the Property or the employees thereat and Seller will not enter into any such contract prior to Closing.
(i) To the best of Seller’s business's knowledge, there are no leasepermits, tenancylicenses, other than ordinary business licenses, or other consents required by any governmental authority in connection with the use and occupancy of the Property that have not already been obtained.
(j) Seller has good and indefeasible title to the Property in fee simple, and the Personal Property, and has the right to convey and transfer same, subject to the existing tenant leases and encumbrances of record.
(k) From the date of this Agreement until Closing, Seller (i) shall maintain and repair the Property in its normal course of operations; (ii) shall operate the Property in its normal course of operations, including continuing to make units ready and continuing leasing; (iii) will pay all obligations arising from the Property, as payment becomes due; (iv) shall make no material alterations to the Property; and (v) shall maintain each of the apartment units at the Property in its current conditions, reasonable wear and tear excepted.
(l) All of Seller's employees at the Property will be paid by Seller prior to Closing to the end of their last pay period. Benefits or compensation accrued prior to Closing due or claimed to be due either before or after Closing to employees or former employees of Seller shall not constitute obligations of Purchaser. All persons who are currently employed by Seller in connection with the management, operation or maintenance of the Property shall be terminated by Seller at or prior to Closing insofar as their employment relates to the Property.
(m) No portion of the Property (including, without limitation, rental, security, or damage deposits to be conveyed to the Purchaser hereunder) shall be subject at the Closing to the burdens or obligations of any management agreement respecting the Property, so that Purchaser shall receive the Property free and clear of any such burdens or obligations and shall be free to enter into a management agreement or arrangement applicable with a manager of its own choice. Unless approved by Purchaser in writing prior to Closing or listed on Exhibit D attached hereto and approved by Purchaser, as of the Closing, there will not be any service, supply or maintenance agreements with respect to the Property or any portion thereof unless the SNF and not terminable without penalty by Seller on or before the Closing Date, will same can be entered into by Seller canceled upon thirty (30) days notice without the prior written approval necessity of Purchaserpayment of any termination penalty or premium.
(ivn) To Except as disclosed by Seller’s , Seller, to the best of Seller's knowledge, the executionhas not at any time, delivery and performance no other party has at any time, handled, buried, stored, retained, refined, transported, processed, manufactured, generated, produced, spilled, pumped, poured, emitted, emptied, discharged, injected, dumped, transferred or otherwise disposed of this Agreement and the consummation of the transactions contemplated herein will not result in any breach, violation, default or cancellation of any contract, agreement, mortgage, deed to secure debt, or lease to which Seller is a party and that could reasonably be expected to have a material adverse effect on the SNF.
(v) To the Seller’s knowledge, the Property is not in violation of any federal, state, local or municipal law, rule, regulation or ordinance, including any life safety code waivers (except as disclosed in Schedule 4A).
(vi) The Property shall, on the Closing Date, be in the same condition as it was on the date of Purchaser’s execution of this Agreement, normal wear excepted. Immediately prior to “Closing” dealt with Hazardous Substances (as hereinafter defined) Seller will have good on, to or from the Property. Seller, to the best of Seller's knowledge, knows of no seepage, leak, escape, leech, discharge, injection, release, emission, pumping, pouring, emptying or dumping of Hazardous Substances into waters on or adjacent to the Property, or onto lands from which such hazardous or toxic waste or substances might seep, flow or drain into such waters. The term "Hazardous Substances" shall mean and marketable fee simple title refer to any and all pollutants, contaminants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety, the removal of which may be required or the manufacture, use, maintenance or handling of which is restricted, prohibited or penalized by any Environmental Law (including, without limitation, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls). The term "Environmental Law" shall mean and refer to any law, ordinance, rule, regulation, order, judgment, injunction or decree relating to pollution, Hazardous Substances or environmental protection (including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, Chapters 445 and 446k of the Real PropertyConnecticut General Statutes, subject to the Permitted Encumbrances.
(vii) Seller is not all amendments and will not be a party to any collective bargaining agreements with respect supplements to any of employees at the SNFforegoing and all regulations issued pursuant thereto).
(viii) All documents to be delivered by Seller to Purchaser are and will be true, correct and complete in all material respects and contain no material omissions that make such documents false or misleading.
(ix) To Seller’s knowledge: (a) the Real Property is in compliance with all applicable zoning and building laws, ordinances and regulations and (b) the Real Property has all the necessary legal rights, utility service, and access to a public street.
(x) To Seller’s knowledge, neither the execution and delivery of this Agreement nor the consummation of the transactions provided for in this Agreement violate any agreement to which Seller is a party or by which Seller is bound, or any law, order, or decree, or any provision of any Seller’s governing documents.
(xi) To its knowledge, Seller holds good and marketable title to the Real Property, free and clear of restrictions on or conditions to transfer or assignment, and free and clear of liens, pledges, charges, or encumbrances other than the Permitted Encumbrances.
(xii) Seller agrees to deliver to Purchaser all pertinent property information, licenses, contracts for service(s) and/or supplies, financial records received in the course of owning the property obtained through foreclosure, information received under the Freedom of Information Act, management agreements, receipts or documentation relative to the property obtained during Seller’s course of ownership in any manner whatsoever to the Purchaser at closing. The existence of any such documents or records is not confirmed but the delivery of all pertinent records is committed to by the Seller.
(xiii) To Seller’s knowledge there is no litigation or governmental proceeding pending or, to Seller’s knowledge, threatened in eminent domain or for rezoning against Seller that relates to or affects the SNF.
(xiv) To its knowledge, during the time in which Seller has owned the Property, Seller has not unlawfully used, generated, transported, treated, constructed, deposited, stored, disposed, placed or located at, on, under or from the Property any flammable explosives, radioactive materials, hazardous or toxic substances, materials or wastes, pollutants or contaminants defined, listed or regulated by any local, state or federal environmental laws that could reasonably be expected to have an material adverse effect on the SNF.
(xv) To Seller’s knowledge, there are no Hazardous Substances on, at, beneath, or in the Property. “Hazardous Substance” means any chemical, substance, material, object, condition, or waste harmful to
Appears in 1 contract
Samples: Purchase and Sale Agreement (Grove Real Estate Asset Trust)
Seller’s Covenants, Representations and Warranties. (A) As a material inducement to Purchaser to enter into this Agreement and to pay the Purchase Price for the Property as set forth herein, Seller hereby covenants, represents and warrants and represents to Purchaser as follows:
(a) Briar (i) Seller is authorized to enter into a partnership, duly organized, validly existing and perform all its obligations in good standing under this Agreement. This Agreement is, and all documents to be executed by Seller pursuant hereto will be, the valid and binding obligations laws of Seller enforceable in accordance with their respective terms.
the State of Connecticut; (ii) The Seller is not a party to any litigation or administrative proceedings nor has Seller received written or, to its knowledge, verbal notice containing a threat of any litigation or administrative proceedings, which could materially adversely affect the Property or Seller’s right authority and power to enter into this Agreement or and to consummate the transactions contemplated hereby; and (iii) has duly authorized the execution and delivery of this Agreement and is duly bound to consummate the transactions contemplated hereby.
(b) Highridge (i) is a partnership, duly organized, validly existing and in good standing under the laws of the State of Connecticut; (ii) has the authority and power to enter this Agreement and to consummate the transactions contemplated hereby; and (iii) has duly authorized the execution and delivery of this Agreement and is duly bound to consummate the transactions contemplated hereby.
(c) Neither this Agreement nor the consummation of the transaction contemplated hereby will constitute or result in a violation or breach by this Agreement. Except what Seller of any agreement or contract to which Seller is listed on Schedule 4(A) (Pending Violationsbound or the Property is subject, Litigation and / or Deficiencies), the Seller to its knowledge, is not subject to any judgment, order, writ, injunctioninjunction or decree issued against or imposed upon it, decree or award will result in a violation of any courtapplicable law, arbitrator order, rule or regulation of any government authority.
(d) Seller has not received any notification of any pending or threatened condemnation, requisition or similar proceeding affecting the Property or any portion thereof other than as disclosed herein.
(e) Seller has not received and, to the best of Seller's knowledge, there are no notices, orders, decrees or judgments issued relating to any alleged or actual violation of fire, health, safety, traffic, sanitation, water pollution, environmental or other laws affecting, against or with respect to the Property. Except for the Foreclosure, Seller has not received any written notification of any action, suit, proceeding or investigation pending or threatened which might become a cloud on the title to the Property or any portion thereof. From and after the date hereof, Seller shall send to Purchaser (within three (3) days of delivery to or receipt by Seller) copies of all correspondence, notices or other communications delivered to or received by Seller from federal, state or local governmental departmentauthorities or agencies in connection with the Property.
(f) Except for the Foreclosure, agency, board, bureau there are no defaults or instrumentality issued or entered in a proceeding to which the breaches by Seller or the Property is of any of the covenants, conditions, restrictions, rights-of-way, or was a partyeasements or other instruments encumbering the Property or any portion thereof.
(iiig) From No special taxes or assessments have been levied, assessed or imposed on or against the Property or any part thereof that have not been fully and finally paid, and neither Seller, nor any of its agents or employees have received any notice, or have any knowledge, of contemplated, threatened or pending special taxes or assessments affecting the Property or any part thereof. Without limiting the generality of the preceding sentence, there is no pending assessment made by the Town of Xxxxxx or Town of Norwich or any other authority with respect to the repair, maintenance or expansion of any water or sewage systems that may be located in any public right of way adjacent to the Property, or for any other public improvements or betterments of any type which would or could give rise to an assessment against the Property.
(h) Attached hereto as Exhibits B-1 and Exhibit B-2 are true, correct and complete rent rolls for the Property including each and every lease, license or other occupancy agreement affecting any portion of the Property as of the date hereof hereof. Prior to Closing, Seller will not, without Purchaser's prior written consent (i) collect any rent for more than the Closing Datethen current month; (ii) give any rent concessions or agree to do any work for, or give any consideration other than possession to, any tenant except in the ordinary course of Seller’s business; or (iii) lease any units at the Property for a term in excess of twelve (12) months or at less than fair market rental rates.
(i) There is no union contract affecting the Property or the employees thereat and Seller will not enter into any such contract prior to Closing.
(j) Seller has received no notice that there are permits, no leaselicenses, tenancyother than ordinary business licenses, or other consents required by any governmental authority in connection with the use and occupancy of the Property that have not already been obtained.
(k) Seller has good and indefeasible title to the Property in fee simple, and the Personal Property, and has the right to convey and transfer same, subject to the existing tenant leases and encumbrances of record.
(l) From the date of this Agreement until Closing, Seller (i) shall maintain and repair the Property in its normal course of operations; (ii) shall operate the Property in its normal course of operations, including continuing to make units ready and continuing leasing; (iii) shall pay all obligations arising from the Property, as payment becomes due; (iv) shall make no material alterations to the Property; and (v) shall maintain each of the apartment units at the Property in its current conditions, reasonable wear and tear excepted.
(m) All of Seller's employees at the Property will be paid by Seller prior to Closing to the end of their last pay period. Benefits or compensation accrued prior to Closing due or claimed to be due either before or after Closing to employees or former employees of Seller shall not constitute obligations of Purchaser. All persons who are currently employed by Seller in connection with the management, operation or maintenance of the Property shall be terminated by Seller at or prior to Closing insofar as their employment relates to the Property.
(n) No portion of the Property (including, without limitation, rental, security, or damage deposits to be conveyed to the Purchaser hereunder) shall be subject at the Closing to the burdens or obligations of any management agreement respecting the Property, so that Purchaser shall receive the Property free and clear of any such burdens or obligations and shall be free to enter into a management agreement or arrangement applicable with a manager of its own choice. Unless approved by Purchaser in writing prior to Closing, as of the Closing, there will not be any service, supply or maintenance agreements with respect to the Property or any portion thereof, other than as listed on Exhibit E attached hereto, unless the SNF and not terminable without penalty by Seller on or before the Closing Date, will same can be entered into by Seller canceled upon thirty (30) days notice without the prior written approval necessity of Purchaserpayment of any termination penalty or premium.
(ivo) To Except as disclosed by Seller and except for the possible presence of lead paint on the Property, Seller’s , to its knowledge, the executionhas not at any time, delivery and performance of this Agreement and the consummation of the transactions contemplated herein will not result in no other party has at any breachtime, violationhandled, default buried, stored, retained, refined, transported, processed, manufactured, generated, produced, spilled, allowed to seep, leak, escape or cancellation of any contract, agreement, mortgage, deed to secure debtleech, or lease to which Seller is a party and that could reasonably be expected to have a material adverse effect on the SNF.
(v) To the Seller’s knowledgepumped, the Property is not in violation poured, emitted, emptied, discharged, injected, dumped, transferred or otherwise disposed of any federal, state, local or municipal law, rule, regulation or ordinance, including any life safety code waivers (except as disclosed in Schedule 4A).
(vi) The Property shall, on the Closing Date, be in the same condition as it was on the date of Purchaser’s execution of this Agreement, normal wear excepted. Immediately prior to “Closing” dealt with Hazardous Substances (as hereinafter defined) on, to or from the Property. Seller will have good knows of no seepage, leak, escape, leech, discharge, injection, release, emission, pumping, pouring, emptying or dumping of Hazardous Substances into waters on or adjacent to the Property, or onto lands from which such hazardous or toxic waste or substances might seep, flow or drain into such waters. The term "Hazardous Substances" shall mean and marketable fee simple title refer to any and all pollutants, contaminants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety, the removal of which may be required or the manufacture, use, maintenance or handling of which is restricted, prohibited or penalized by any Environmental Law (including, without limitation, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls). The term "Environmental Law" shall mean and refer to any law, ordinance, rule, regulation, order, judgment, injunction or decree relating to pollution, Hazardous Substances or environmental protection (including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, Chapters 445 and 446k of the Real PropertyConnecticut General Statutes, subject to the Permitted Encumbrances.
(vii) Seller is not all amendments and will not be a party to any collective bargaining agreements with respect supplements to any of employees at the SNF.
(viii) All documents to be delivered by foregoing and all regulations issued pursuant thereto). The representations and warranties of Seller to Purchaser are and will set forth above shall be true, accurate and correct and complete in all material respects and contain no material omissions that make such documents false or misleading.
(ix) To Seller’s knowledge: (a) upon the Real Property is in compliance with all applicable zoning and building laws, ordinances and regulations and (b) the Real Property has all the necessary legal rights, utility service, and access to a public street.
(x) To Seller’s knowledge, neither the date of execution and delivery of this Agreement nor the consummation and shall be deemed remade by Seller as of the transactions provided for Closing Date with the same force and effect as if first made as of and on such date. Seller's covenants, representations and warranties contained in this Agreement violate any agreement to which Seller is Section shall survive the Closing for a party or by which Seller is bound, or any law, order, or decree, or any provision period of any Seller’s governing documents.
(xi) To its knowledge, Seller holds good and marketable title to the Real Property, free and clear of restrictions on or conditions to transfer or assignment, and free and clear of liens, pledges, charges, or encumbrances other than the Permitted Encumbrances.
(xii) Seller one year. Purchaser agrees to deliver provide prompt written notification to Seller upon Purchaser's discovery of a default or breach of such covenants, representations and warranties. Any action brought by Purchaser all pertinent property informationto enforce Purchaser's rights with respect to such covenants, licenses, contracts for service(s) and/or supplies, financial records received in the course of owning the property obtained through foreclosure, information received under the Freedom of Information Act, management agreements, receipts or documentation relative to the property obtained during Seller’s course of ownership representations and warranties must by commenced promptly after discovery thereof by Purchaser and in any manner whatsoever to event no such action shall be commenced after the Purchaser at closing. The existence expiration of any such documents or records is not confirmed but the delivery of all pertinent records is committed to by the Selleraforesaid one year period.
(xiii) To Seller’s knowledge there is no litigation or governmental proceeding pending or, to Seller’s knowledge, threatened in eminent domain or for rezoning against Seller that relates to or affects the SNF.
(xiv) To its knowledge, during the time in which Seller has owned the Property, Seller has not unlawfully used, generated, transported, treated, constructed, deposited, stored, disposed, placed or located at, on, under or from the Property any flammable explosives, radioactive materials, hazardous or toxic substances, materials or wastes, pollutants or contaminants defined, listed or regulated by any local, state or federal environmental laws that could reasonably be expected to have an material adverse effect on the SNF.
(xv) To Seller’s knowledge, there are no Hazardous Substances on, at, beneath, or in the Property. “Hazardous Substance” means any chemical, substance, material, object, condition, or waste harmful to
Appears in 1 contract
Seller’s Covenants, Representations and Warranties. (A) As a material inducement to Purchaser to enter into this Agreement and to pay the Purchase Price for the Property as set forth herein, Seller hereby covenants, represents and warrants and represents that to Purchaser as followsSeller's knowledge:
(i) Seller is authorized to enter into and perform all its obligations under this Agreement. This Agreement is, and all documents to be executed by Seller pursuant hereto will be, the valid and binding obligations of Seller enforceable in accordance with their respective terms.
(iia) The Seller is not a party documents delivered to any litigation or administrative proceedings nor has Seller received written or, Buyer pursuant to its knowledge, verbal notice containing a threat of any litigation or administrative proceedings, which could materially adversely affect the Property or Seller’s right to enter into this Agreement or to consummate the transactions contemplated by this Agreement. Except what is listed on Schedule 4(A) (Pending Violations, Litigation and / or Deficiencies), the Seller to its knowledge, is not subject to any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental department, agency, board, bureau or instrumentality issued or entered in a proceeding to which the Seller or the Property is or was a party.
(iii) From the date Section 2.01 hereof to the Closing Date, other than in the ordinary course of Seller’s business, no lease, tenancy, or other arrangement applicable to the Property or the SNF and not terminable without penalty by Seller on or before the Closing Date, will be entered into by Seller without the prior written approval of Purchaser.
(iv) To Seller’s knowledge, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein will not result in any breach, violation, default or cancellation of any contract, agreement, mortgage, deed to secure debt, or lease to which Seller is a party and that could reasonably be expected to have a material adverse effect on the SNF.
(v) To the Seller’s knowledge, the Property is not in violation of any federal, state, local or municipal law, rule, regulation or ordinance, including any life safety code waivers (except as disclosed in Schedule 4A).
(vi) The Property shall, on the Closing Date, be in the same condition as it was on the date of Purchaser’s execution of this Agreement, normal wear excepted. Immediately prior to “Closing” (as hereinafter defined) Seller will have good and marketable fee simple title to all of the Real Property, subject to the Permitted Encumbrances.
(vii) Seller is not and will not be a party to any collective bargaining agreements with respect to any of employees at the SNF.
(viii) All documents to be delivered by Seller to Purchaser are and will be true, correct and complete in all material respects and contain no material omissions that make such documents false without intentional alteration or misleadingomission.
(ix) To Seller’s knowledge: (a) the Real Property is in compliance with all applicable zoning and building laws, ordinances and regulations and (b) There are not pending any special assessments or condemnation actions with respect to the Real Property has all the necessary legal rights, utility service, and access to a public streetProperty.
(xc) To Seller’s knowledgeThis Agreement has been, neither and all the execution documents to be delivered by Seller to Buyer at closing will be, duly authorized.
(d) This Agreement, and delivery of this Agreement nor the consummation transfer of the transactions provided for in this Agreement Property by Seller, shall not violate any contract, agreement or instrument to which Seller is a party or by which the Seller or the Property is bound, or any law, order, or decree, or any provision of any Seller’s governing documents.
(xie) To its knowledge, Seller holds good Any and marketable title all improvements to the Real Property, and any services the nonpayment of which could result in the imposition of mechanics' liens, have been or at closing will have been paid in full.
(f) The Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986.
(g) There are no existing or proposed eminent domain proceedings with respect to the Property.
(h) There are no actions or proceedings, including actions or proceedings related to environmental matters, pending against Seller or with respect to the Property or any tenant at the Property before any court or administrative agency.
(i) Seller has received no written notice of, and has no knowledge of, any violation of any zoning or other land use law or regulation regarding the physical condition of the Property.
(j) Seller owns the Property in fee simple, free and clear of restrictions on all liens and encumbrances except those matters which are of public record or conditions which are disclosed in writing to transfer Buyer in the Title Commitment or assignment, and free and clear of liens, pledges, chargesthe Survey, or encumbrances other than the Permitted Encumbrancesotherwise disclosed in writing by Seller to Buyer or independently discovered by Buyer.
(xiik) Seller agrees has received no written notice of, and has no knowledge of, any violation of any Environmental Requirements (defined herein) with respect to deliver to Purchaser the existence, storage, use or other handling of any Hazardous Materials (defined herein) at the Property. "Environmental Requirements" shall mean all pertinent property informationapplicable present statutes, regulations, rules, ordinances, codes, licenses, contracts for service(s) and/or suppliespermits, financial records received in orders, approvals, plans, authorizations, concessions, franchises and similar items of all governmental agencies, departments, commissions, boards, bureaus or instrumentalities of the course of owning the property obtained through foreclosureUnited States, information received under the Freedom of Information Actstates and political subdivisions thereof and all applicable judicial and administrative and regulatory decrees, management agreements, receipts or documentation relative judgments and orders relating to the property obtained during Seller’s course protection of ownership in human health or the environment, including, without limitation all requirements, including but not limited to those pertaining to reporting, licensing, permitting, investigation and remediation of emissions, discharges, releases or threatened releases of Hazardous Materials into the air, surface water, ground water or land. "Hazardous Materials" shall mean (i) any manner whatsoever to the Purchaser at closing. The existence of any such documents flammable, explosive or records is not confirmed but the delivery of all pertinent records is committed to by the Seller.
(xiii) To Seller’s knowledge there is no litigation or governmental proceeding pending or, to Seller’s knowledge, threatened in eminent domain or for rezoning against Seller that relates to or affects the SNF.
(xiv) To its knowledge, during the time in which Seller has owned the Property, Seller has not unlawfully used, generated, transported, treated, constructed, deposited, stored, disposed, placed or located at, on, under or from the Property any flammable explosives, radioactive materials, hazardous wastes, toxic substances or related materials, including, without limitation, substances defined as "hazardous substances," "hazardous materials," "toxic substances" or "solid waste" in the Comprehensive Environmental Response, materials Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Toxic Substances Control Act, 15 U.S.C., Section 2601 et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et seq., and in the regulations adopted and publications promulgated pursuant to said laws, (ii) those substances listed in the United States Department of Transportation Table (49 C.F.R. 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) as hazardous substances (40 C.F.R. Part 302 and amendments thereto), (iii) those substances defined as "hazardous wastes," "hazardous substances" or "toxic substances" in any similar federal, pollutants state or contaminants defined, listed local laws or in the regulations adopted and publications promulgated pursuant to any of the foregoing laws or which otherwise are regulated by any localgovernmental authority, state agency, department, commission, board or federal environmental laws that could reasonably be expected to have an material adverse effect on instrumentality of the SNF.
United States of America, the State of Texas or any political subdivision thereof, (xviv) To Seller’s knowledgeany pollutant or contaminant or hazardous, there are no Hazardous Substances ondangerous or toxic chemicals, at, beneathmaterials, or substances within the meaning of any other applicable federal, state, or local law, regulation, ordinance, or requirement (including consent decrees and administrative orders) relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, all as amended; (v) petroleum or any by-products thereof; (vi) any radioactive material, including any source, special nuclear or by-product material as defined at 42 U.S.C. Sections 2011 et seq., as amended, and in the Property. “Hazardous Substance” means regulations adopted and publications promulgated pursuant to said law; (vii) asbestos in any chemical, substance, material, object, form or condition, or waste harmful to; and (viii) polychlorinated biphenyls.
Appears in 1 contract
Seller’s Covenants, Representations and Warranties. (A) As a material inducement Seller, to Purchaser induce Buyer to enter into this Agreement and to pay complete Closing hereunder, makes the Purchase Price for the Property as set forth herein, Seller hereby following covenants, representations and warranties to Buyer:
(a) Seller warrants and represents that (i) to Purchaser its actual knowledge (actual knowledge meaning the knowledge of Xxxx Xxxxxxxx and the officers and directors of Seller and the individuals responsible for construction of the improvements at the Entire Tract) and except as follows:otherwise disclosed in the Phase I Environmental Site Assessment dated , prepared by for part of the Entire Tract (“Environmental Report”), no hazardous or toxic materials or substances or hazardous waste, residual waste or solid waste (as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act, and any other state or local environmental laws applicable thereto) are present on the Entire Tract (including, but not limited to, surface and ground water); (ii) Seller has not been identified in any litigation, administrative proceedings or investigation as a potentially responsible party for any liability under any applicable environmental, hazardous or solid waste laws with respect to the Entire Tract; (iii) except as otherwise disclosed in the Environmental Report, Seller does not have any knowledge of the use, discharge, storage, transfer, handling, disposal or processing over, in, on or under the Entire Tract of any substances in violation of such laws; (iv) with respect to the Entire Tract, Seller has no actual knowledge of and has not received any notice from any governmental or quasi–governmental agency regarding any actual or potential violation of any applicable environmental, hazardous waste or solid waste laws. Simultaneous with its execution of this Agreement, Seller shall deliver a complete and accurate copy of the Environmental Report together with reliance letters from the consultant who prepared such report authorizing Buyer, its successors and assigns and Buyer’s lenders the right to use and rely upon such reports. Seller has no actual knowledge of any other environmental reports, tests or audits regarding any portion of the Entire Tract existing elsewhere. To its actual knowledge, no landfill has occurred on any portion of the Entire Tract and no debris has been buried or placed on any portion of the Entire Tract.
(b) To its actual knowledge, there were and are no underground storage tanks on the Entire Tract.
(c) There are no leases, tenancies, licenses or other rights of occupancy or use for all or any portion of the Real Property and possession of the Real Property shall be given to Buyer unoccupied and free and clear of any leases and claims to or rights of possession, occupancy or use.
(d) Seller is under no restriction which would prohibit or prevent the conveyance of title as herein required and Seller will do nothing or suffer anything which would impair or hinder the Seller's so ability to convey.
(e) There are no other agreements of sale, rights of first refusal, options to purchase, rights of reverter or rights of first offer relating to the Real Property or any portion thereof.
(f) There is no claim, action, suit or proceeding, pending or threatened, against Seller or any portion of the Real Property, or relating to or arising out of the ownership, management or operation of the Entire Tract or sale of Seller Lots or Lots in any court or before or by any governmental or public department, commission, board, bureau or agency. There is no claim, action, suit or proceeding, pending or threatened, against Seller relating to or arising out of Seller’s actions or inaction in any court or before or by any governmental or public department, commission, board, bureau or agency.
(g) No assessments for public improvements have been made against the Real Property which will remain unpaid as of Closing on the Real Property and all assessments for work ordered, commenced or completed prior to the date of Closing shall have been paid by Seller in full at or prior to Closing. Buyer shall pay all assessments for work ordered or commenced after the date of Closing. Seller has not received written notice from any governmental agency of any special or other assessments for public improvements affecting the Real Property or any portion thereof.
(h) Seller has no notice nor actual knowledge of (i) pending annexation or condemnation proceedings affecting or which may affect, all or any portion of the Real Property or (ii) could result in the termination or reduction of the current access of the Real Property to existing public streets or of any reduction in/or to the sewer, water or other utility services presently serving or intended to serve the Real Property.
(i) Seller is authorized not a foreign person as defined by the Foreign Investment in Real Property Tax Act. At Closing, Seller shall execute and deliver to enter into Buyer a Non-Foreign Affidavit in form satisfactory to Buyer and perform Title Company.
(j) There are no adverse parties in possession of the Real Property.
(k) To Seller’s actual knowledge, no portion of the Real Property is (or there is no condition existing with respect to the Real Property) in violation of any applicable law, ordinance, code, rule, order regulation or requirement of any governmental or quasi-governmental authority and there are no outstanding and uncured notices of such violations.
(l) To its actual knowledge, there is no pending or anticipated reassessment or reclassification of any or all its obligations under of the Real Property for state or local real property taxation purposes.
(m) Seller has and shall continue to have at Closing the full power and authority to execute and deliver this Agreement. This Agreement is, and all other documents now of hereafter to be executed and delivered by Seller pursuant hereto will be, the valid and binding obligations of Seller enforceable in accordance with their respective terms.
(ii) The Seller is not a party to any litigation or administrative proceedings nor has Seller received written or, to its knowledge, verbal notice containing a threat of any litigation or administrative proceedings, which could materially adversely affect the Property or Seller’s right to enter into this Agreement or and to consummate the transactions contemplated by this Agreement. Except what is listed on Schedule 4(A) (Pending Violations, Litigation and / or Deficiencies), the Seller to its knowledge, is not subject to any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental department, agency, board, bureau or instrumentality issued or entered in a proceeding to which the Seller or the Property is or was a partythereby.
(iiin) From the date hereof to the Closing DateThe authorization, other than in the ordinary course of Seller’s business, no lease, tenancy, or other arrangement applicable to the Property or the SNF execution and not terminable without penalty by Seller on or before the Closing Date, will be entered into by Seller without the prior written approval of Purchaser.
(iv) To Seller’s knowledge, the execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated described herein do not and will not not, at Closing, with or without the giving of notice or passage of time or both, violate, conflict with or result in any breach, violation, default or cancellation the breach of any contract, agreement, mortgage, deed to secure debtterms or provisions of, or lease require any notice, filing, registration or further consent, approval, authorization under any instrument or agreement to which Seller is a party and that could reasonably may be expected bound and/or relating to have a material adverse effect on or affecting the SNFReal Property or portions thereof.
(vo) To Seller is a corporation duly organized and validly existing under the Seller’s knowledgelaws of the State of Minnesota, authorized to do business in the Property is not in violation State of any federalNew Jersey and has the legal right, statepower and authority to enter into this Agreement and perform all of its obligations hereunder, local or municipal law, rule, regulation or ordinance, including any life safety code waivers (except as disclosed in Schedule 4A)and the execution of this Agreement by Buyer has been fully authorized by all requisite action.
(vip) The Property shallTo Seller’s actual knowledge, Seller, its employees and subcontractors, to the extent it has constructed, installed, replaced or repaired improvements on the Closing DateEntire Tract or off-site (as required by the Governmental Approvals), has constructed , installed, replaced or repaired such improvements in accordance with the requirements of the Governmental Approvals and Warranties (as hereinafter defined) and in accordance with the governmental agencies or utility companies having jurisdiction over such improvements.
(q) Other than those items listed on the Payables Schedule attached hereto as Exhibit F attached hereto and made a part hereof, which shall be in the same condition updated as it was on of the date of PurchaserClosing, Seller has paid all professionals (including but not limited to attorneys, architects, engineers), subcontractors, suppliers, vendors for all work, equipment, materials, or supplies relating to the Entire Tract or improvements thereon. No subcontractor, supplier or vendor has filed or threatened to, file a claim under the New Jersey Construction Lien Law of any similar statute or took any other action seeking to be reimbursed for services, materials or supplies.
(r) As of the date of Closing, Seller has obtained and continued in effect, at its sole cost and expense, any and all governmental and quasi–governmental approvals, permits and licenses, including, but not limited to those approvals, permits and licenses listed in Exhibit G attached hereto and made a part hereof as are necessary or required to permit the construction, development and sale of the Real Property in accordance with the Intended Use ("Governmental Approvals"). All Governmental Approvals are valid and unappealable with all appeal periods having expired with no appeals pending. Simultaneously with Seller’s execution of this Agreement, normal wear excepted. Immediately prior to “Closing” (as hereinafter defined) Seller will have good shall provide Buyer with full and marketable fee simple title to all complete copies of the Real Property, subject to the Permitted EncumbrancesGovernmental Approvals.
(vii) Seller is not and will not be a party to any collective bargaining agreements with respect to any of employees at the SNF.
(viii) All documents to be delivered by Seller to Purchaser are and will be true, correct and complete in all material respects and contain no material omissions that make such documents false or misleading.
(ix) To Seller’s knowledge: (a) the Real Property is in compliance with all applicable zoning and building laws, ordinances and regulations and (b) the Real Property has all the necessary legal rights, utility service, and access to a public street.
(x) To Seller’s knowledge, neither the execution and delivery of this Agreement nor the consummation of the transactions provided for in this Agreement violate any agreement to which Seller is a party or by which Seller is bound, or any law, order, or decree, or any provision of any Seller’s governing documents.
(xi) To its knowledge, Seller holds good and marketable title to the Real Property, free and clear of restrictions on or conditions to transfer or assignment, and free and clear of liens, pledges, charges, or encumbrances other than the Permitted Encumbrances.
(xii) Seller agrees to deliver to Purchaser all pertinent property information, licenses, contracts for service(s) and/or supplies, financial records received in the course of owning the property obtained through foreclosure, information received under the Freedom of Information Act, management agreements, receipts or documentation relative to the property obtained during Seller’s course of ownership in any manner whatsoever to the Purchaser at closing. The existence of any such documents or records is not confirmed but the delivery of all pertinent records is committed to by the Seller.
(xiii) To Seller’s knowledge there is no litigation or governmental proceeding pending or, to Seller’s knowledge, threatened in eminent domain or for rezoning against Seller that relates to or affects the SNF.
(xiv) To its knowledge, during the time in which Seller has owned the Property, Seller has not unlawfully used, generated, transported, treated, constructed, deposited, stored, disposed, placed or located at, on, under or from the Property any flammable explosives, radioactive materials, hazardous or toxic substances, materials or wastes, pollutants or contaminants defined, listed or regulated by any local, state or federal environmental laws that could reasonably be expected to have an material adverse effect on the SNF.
(xv) To Seller’s knowledge, there are no Hazardous Substances on, at, beneath, or in the Property. “Hazardous Substance” means any chemical, substance, material, object, condition, or waste harmful to
Appears in 1 contract
Samples: Agreement of Sale (Rottlund Co Inc)
Seller’s Covenants, Representations and Warranties. (A) In accordance therewith, Seller shall execute a certificate at Closing for the purpose of restating and affirming the representations made in this section. As a material an inducement to Purchaser to enter into this Agreement and to pay purchase the Purchase Price for the Property as set forth hereinProperty, Seller hereby covenants, represents, and warrants that, to the best of Seller’s present knowledge, information and represents to Purchaser as followsbelief:
(ia) Seller is authorized has the right, power, authority, discretion and capacity to enter into sell the Property in accordance with the terms, provisions and perform all its obligations under conditions of this Agreement. This Any individuals who may have executed this Agreement ison behalf of the Seller in their representative capacities are duly constituted, appointed or elected and all documents authorized to be executed do so; any consent required by Seller pursuant hereto will be, the valid and binding obligations of Seller enforceable in accordance with their respective terms.Seller’s members or shareholders to make such action effective has been obtained;
(iib) The Seller There is not a party to any litigation no pending action, suit, proceeding or administrative proceedings nor has Seller received written or, to its knowledge, verbal notice containing a threat of any litigation or administrative proceedings, which could materially adversely affect the Property or Seller’s right to enter into this Agreement or to consummate the transactions contemplated by this Agreement. Except what is listed on Schedule 4(A) (Pending Violations, Litigation and / or Deficiencies), the Seller to its knowledge, is not subject to any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental department, agency, board, bureau or instrumentality issued or entered in a proceeding to which investigation involving the Seller or the Property is which would become a cloud on the title to the Property or was a party.any portion thereof which questions the validity or enforceability of the transaction herein described or any action taken in connection with said transaction in any court or before or by any federal, district, county, or municipal department, commission, board, bureau, agency or other governmental agency;
(iiic) From Seller has received no notice of, nor does Seller have knowledge of, any pending, threatened or other adverse claims which might affect the date hereof to Property;
(d) On the Closing Date, other than in the ordinary course of Seller’s businessSeller will not be indebted to any contractor, no leaselaborer, tenancymechanic, materialman, architect, engineer or utility provider for work, labor or services performed or rendered, or other arrangement applicable to for materials supplied or furnished, in connection with the Property for which any such person or entity could claim a lien against the SNF and not terminable without penalty by Seller on or before Property;
(e) On the Closing Date, will be entered into by Seller without warrants that there are no leases, licenses, option agreements, purchase agreements or other occupancy agreements, oral or written, which affect the prior written approval Property. There are no parties in possession of, or claiming any possession to, any portion of Purchaser.
(iv) To the Property as tenants, holders of easements, licensees or, to the best of Seller’s knowledge, trespassers or otherwise except as may be set forth in documents recorded in the executionofficial public records of Fulton County;
(f) Seller will pay or cause to be paid promptly when due all city, delivery state and performance of this Agreement county ad valorem taxes and similar taxes and assessments, all sewer and water charges and all other governmental charges levied or imposed upon or assessed against the Property between the Effective Date and the consummation of the transactions contemplated herein will not result in any breach, violation, default or cancellation of any contract, agreement, mortgage, deed to secure debt, or lease to which Seller is a party and that could reasonably be expected to have a material adverse effect on the SNF.Closing Date; and,
(vg) To the Seller’s knowledge, the Property is not in violation of any federal, state, local or municipal law, rule, regulation or ordinance, including any life safety code waivers (except as disclosed in Schedule 4A).
(vi) The Property shall, on On the Closing Date, be in the same condition as it was on the date of Purchaser’s execution of this AgreementSeller shall provide Purchaser with all keys, normal wear excepted. Immediately prior to “Closing” (as hereinafter defined) Seller will have good door openers, codes, and marketable fee simple title to all of the Real Property, subject other similar equipment pertaining to the Permitted EncumbrancesProperty.
(vii) Seller is not and will not be a party to any collective bargaining agreements with respect to any of employees at the SNF.
(viii) All documents to be delivered by Seller to Purchaser are and will be true, correct and complete in all material respects and contain no material omissions that make such documents false or misleading.
(ix) To Seller’s knowledge: (a) the Real Property is in compliance with all applicable zoning and building laws, ordinances and regulations and (b) the Real Property has all the necessary legal rights, utility service, and access to a public street.
(x) To Seller’s knowledge, neither the execution and delivery of this Agreement nor the consummation of the transactions provided for in this Agreement violate any agreement to which Seller is a party or by which Seller is bound, or any law, order, or decree, or any provision of any Seller’s governing documents.
(xi) To its knowledge, Seller holds good and marketable title to the Real Property, free and clear of restrictions on or conditions to transfer or assignment, and free and clear of liens, pledges, charges, or encumbrances other than the Permitted Encumbrances.
(xii) Seller agrees to deliver to Purchaser all pertinent property information, licenses, contracts for service(s) and/or supplies, financial records received in the course of owning the property obtained through foreclosure, information received under the Freedom of Information Act, management agreements, receipts or documentation relative to the property obtained during Seller’s course of ownership in any manner whatsoever to the Purchaser at closing. The existence of any such documents or records is not confirmed but the delivery of all pertinent records is committed to by the Seller.
(xiii) To Seller’s knowledge there is no litigation or governmental proceeding pending or, to Seller’s knowledge, threatened in eminent domain or for rezoning against Seller that relates to or affects the SNF.
(xiv) To its knowledge, during the time in which Seller has owned the Property, Seller has not unlawfully used, generated, transported, treated, constructed, deposited, stored, disposed, placed or located at, on, under or from the Property any flammable explosives, radioactive materials, hazardous or toxic substances, materials or wastes, pollutants or contaminants defined, listed or regulated by any local, state or federal environmental laws that could reasonably be expected to have an material adverse effect on the SNF.
(xv) To Seller’s knowledge, there are no Hazardous Substances on, at, beneath, or in the Property. “Hazardous Substance” means any chemical, substance, material, object, condition, or waste harmful to
Appears in 1 contract
Samples: Purchase and Sale Agreement
Seller’s Covenants, Representations and Warranties. A. Seller as part of the consideration therefore, represent, warrant, and covenant with Xxxxx and its successors and assigns that:
(A1) As a material inducement to Purchaser to enter into this Agreement and to pay the Purchase Price for the Property as set forth herein, Seller hereby covenants, warrants and represents to Purchaser as followsBuyer that, to Seller’s knowledge, without investigation, no entity or person has, at any time:
a) released" or actively or passively consented to the "release" or "threatened release" of any Hazardous Substance (ias defined below) from any "facility" or "vessel" located on or used in connection with the Property or adjacent tracts in violation of applicable laws; or
b) taken any action in "response" to a "release" in connection with the Property or adjacent tracts; or
c) otherwise engaged in any activity or omitted to take any action which could subject Seller is authorized or Buyer to enter into claims for intentional or negligent torts, strict or absolute liability, either pursuant to statute or common law, in connection with Hazardous Substances (as defined below) located in or on the Property or adjacent tracts, including the generating, transporting, treating, storage, or manufacture of any Hazardous Substance (as defined below) in violation of applicable law. The terms set within quotation marks above shall have the meaning given to them in the Comprehensive Environmental Response, Compensation and perform all its obligations under this AgreementLiability Act, 42 U.S.C. Sec. This Agreement is9601 et seq., as amended ("CERCLA") and all documents to be executed by Seller pursuant hereto will be, the valid and binding obligations of Seller enforceable in accordance with their respective termsany state environmental laws.
(ii2) The Seller has the present full authority and power to execute this Agreement and, on or prior to the Date of Closing, Seller shall have the full authority and power to close the sale of the Property.
(3) As of the Closing Date there will be no outstanding or unpaid claims, actions or causes of action related to any transaction or obligation entered into or incurred by Seller with respect to the Property prior to the date hereof.
(4) Seller is not a party to any litigation foreign person as defined in §1445(f)(3) of the Internal Revenue Code or administrative proceedings nor has Seller received written or, to its knowledge, verbal notice containing a threat of any litigation or administrative proceedings, which could materially adversely affect the Property or Seller’s right to enter into this Agreement or to consummate the transactions contemplated by this Agreement. Except what is listed on Schedule 4(A) (Pending Violations, Litigation and / or Deficiencies), the Seller to its knowledge, is not subject to any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental department, agency, board, bureau or instrumentality regulations issued or entered in a proceeding to which the Seller or the Property is or was a partythereunder.
(iii) From the date hereof to the Closing Date, other than in the ordinary course of Seller’s business, no lease, tenancy, or other arrangement applicable to the Property or the SNF and not terminable without penalty by Seller on or before the Closing Date, will be entered into by Seller without the prior written approval of Purchaser.
(iv5) To Seller’s actual knowledge, the executionthere is no action, delivery and performance of this Agreement and the consummation of the transactions contemplated herein will not result in any breachlitigation, violationinvestigation, default condemnation or cancellation other proceedings of any contract, agreement, mortgage, deed kind pending or threatened against Seller with respect to secure debt, or lease to which Seller is a party and that could reasonably be expected to have a material adverse effect on the SNFProperty.
(v) To the Seller’s knowledge, the Property is not in violation of any federal, state, local or municipal law, rule, regulation or ordinance, including any life safety code waivers (except as disclosed in Schedule 4A).
(vi) The Property shall, on the Closing Date, be in the same condition as it was on the date of Purchaser’s execution of this Agreement, normal wear excepted. Immediately prior to “Closing” (as hereinafter defined6) Seller will have good and marketable fee simple title to all of the Real Property, subject to the Permitted Encumbrances.
(vii) Seller is not and will not be a party to any collective bargaining agreements with respect to any of employees at the SNF.
(viii) All documents to be delivered by Seller to Purchaser are and will be true, correct and complete in all material respects and contain no material omissions that make such documents false or misleading.
(ix) To Seller’s knowledge: (a) the Real Property is in compliance with all applicable zoning and building laws, ordinances and regulations and (b) the Real Property has all the necessary legal rights, utility service, and access to a public street.
(x) To Seller’s knowledge, neither the execution and delivery of this Agreement nor the consummation of the transactions provided for in this Agreement violate any agreement to which Seller is a party or by which Seller is bound, or any law, order, or decree, or any provision of any Seller’s governing documents.
(xi) To its knowledge, Seller holds owns good and marketable title to the Real Property, free and clear of restrictions on all liens and encumbrances, except for permitted encumbrances and matters that will be removed or conditions satisfied prior to transfer or assignment, and free and clear of liens, pledges, charges, or encumbrances other than the Permitted EncumbrancesClosing Date.
(xii7) Seller agrees to deliver to Purchaser all pertinent property information, licenses, has not entered into any other contracts for service(s) and/or suppliesthe sale or lease of the Property, financial records received in nor are there any rights of first refusal or options to purchase or lease the course Property or any other rights of owning others that might prevent the property obtained through foreclosure, information received under the Freedom consummation of Information Act, management agreements, receipts or documentation relative to the property obtained during Seller’s course of ownership in any manner whatsoever to the Purchaser at closing. The existence of any such documents or records is not confirmed but the delivery of all pertinent records is committed to by the Sellerthis Agreement.
(xiii8) Seller has not received any written notice that any structure on the Property is not in compliance with health, fire, safety, building and zoning laws, ordinances, rules, regulations or orders of any governmental authority having jurisdiction or, if Seller has received such notice, it shall promptly so notify Buyer.
(9) Seller has received no written notice of actual or threatened special assessments or reassessments of the Property, or, if Seller has received such notice, it shall promptly so notify Buyer.
(10) To Seller’s knowledge there is have not been and currently there are no litigation or governmental proceeding pending or, to Seller’s knowledge, threatened in eminent domain or for rezoning against Seller that relates to or affects underground storage tanks on the SNFProperty.
(xiv11) To its knowledge, during the time in Other than existing low areas which Seller has owned the Propertymay collect water, Seller has is not unlawfully used, generated, transported, treated, constructed, deposited, stored, disposed, placed aware that there exists or located at, on, under or from may exist on the Property any flammable explosives, radioactive materials, hazardous or toxic substances, materials or wastes, pollutants or contaminants defined, listed or portion of a wetland which may be regulated by the Army Corps of Engineers, the Minnesota Department of Natural Resources or any localother federal, state or federal environmental laws local government agency.
B. PROTECTED HISTORICAL SITES. [Select either (1) or (2) below:]
C. All of Seller’s covenants, representations and warranties in this Agreement shall be true as of the date hereof and of the Closing Date, and shall be a condition precedent to the performance of Xxxxx's obligations hereunder. If Xxxxx discovers that could reasonably any such covenant, representation, or warranty is not true, Buyer may elect prior to Closing, in addition to any of its other rights and remedies, to cancel this Agreement, or Buyer may postpone the Closing Date up to ninety (90) days to allow time for correction. If Buyer elects to proceed with the Closing following such discovery, Buyer shall be expected deemed to have an material adverse effect on waived its rights to assert a claim against Sellers arising from the SNF.
(xv) To Seller’s knowledgeinaccuracy or untruthfulness of any such covenant, there are no Hazardous Substances on, at, beneathrepresentation, or in the Property. “Hazardous Substance” means any chemical, substance, material, object, condition, or waste harmful towarranty.
Appears in 1 contract
Samples: Vacant Land Purchase Agreement
Seller’s Covenants, Representations and Warranties. A. Seller as part of the consideration therefore, represent, warrant, and covenant with Xxxxx and its successors and assigns that:
(A1) As a material inducement to Purchaser to enter into this Agreement and to pay the Purchase Price for the Property as set forth herein, Seller hereby covenants, warrants and represents to Purchaser as follows:
(i) Seller is authorized to enter into and perform all its obligations under this Agreement. This Agreement is, and all documents to be executed by Seller pursuant hereto will be, the valid and binding obligations of Seller enforceable in accordance with their respective terms.
(ii) The Seller is not a party to any litigation or administrative proceedings nor has Seller received written or, to its knowledge, verbal notice containing a threat of any litigation or administrative proceedings, which could materially adversely affect the Property or Seller’s right to enter into this Agreement or to consummate the transactions contemplated by this Agreement. Except what is listed on Schedule 4(A) (Pending Violations, Litigation and / or Deficiencies), the Seller to its knowledge, is not subject to any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental department, agency, board, bureau or instrumentality issued or entered in a proceeding to which the Seller or the Property is or was a party.
(iii) From the date hereof to the Closing Date, other than in the ordinary course of Seller’s business, no lease, tenancy, or other arrangement applicable to the Property or the SNF and not terminable without penalty by Seller on or before the Closing Date, will be entered into by Seller without the prior written approval of Purchaser.
(iv) To Seller’s knowledge, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein will not result in any breach, violation, default or cancellation of any contract, agreement, mortgage, deed to secure debt, or lease to which Seller is a party and that could reasonably be expected to have a material adverse effect on the SNF.
(v) To the Seller’s knowledge, the Property is not in violation of any federal, state, local or municipal law, rule, regulation or ordinance, including any life safety code waivers (except as disclosed in Schedule 4A).
(vi) The Property shall, on the Closing Date, be in the same condition as it was on the date of Purchaser’s execution of this Agreement, normal wear excepted. Immediately prior to “Closing” (as hereinafter defined) Seller will have good and marketable fee simple title to all of the Real Property, subject to the Permitted Encumbrances.
(vii) Seller is not and will not be a party to any collective bargaining agreements with respect to any of employees at the SNF.
(viii) All documents to be delivered by Seller to Purchaser are and will be true, correct and complete in all material respects and contain no material omissions that make such documents false or misleading.
(ix) To Seller’s knowledge: (a) the Real Property is in compliance with all applicable zoning and building laws, ordinances and regulations and (b) the Real Property has all the necessary legal rights, utility service, and access to a public street.
(x) To Seller’s knowledge, neither the execution and delivery of this Agreement nor the consummation of the transactions provided for in this Agreement violate any agreement to which Seller is a party or by which Seller is bound, or any law, order, or decree, or any provision of any Seller’s governing documents.
(xi) To its knowledge, Seller holds good and marketable title to the Real Property, free and clear of restrictions on or conditions to transfer or assignment, and free and clear of liens, pledges, charges, or encumbrances other than the Permitted Encumbrances.
(xii) Seller agrees to deliver to Purchaser all pertinent property information, licenses, contracts for service(s) and/or supplies, financial records received in the course of owning the property obtained through foreclosure, information received under the Freedom of Information Act, management agreements, receipts or documentation relative to the property obtained during Seller’s course of ownership in any manner whatsoever to the Purchaser at closing. The existence of any such documents or records is not confirmed but the delivery of all pertinent records is committed to by the Seller.
(xiii) To Seller’s knowledge there is no litigation or governmental proceeding pending orBuyer that, to Seller’s knowledge, without investigation, no entity or person has, at any time:
a) released" or actively or passively consented to the "release" or "threatened release" of any Hazardous Substance (as defined below) from any "facility" or "vessel" located on or used in eminent domain connection with the Property or adjacent tracts in violation of applicable laws; or
b) taken any action in "response" to a "release" in connection with the Property or adjacent tracts; or
c) otherwise engaged in any activity or omitted to take any action which could subject Seller or Buyer to claims for rezoning against Seller that relates intentional or negligent torts, strict or absolute liability, either pursuant to statute or affects common law, in connection with Hazardous Substances (as defined below) located in or on the SNFProperty or adjacent tracts, including the generating, transporting, treating, storage, or manufacture of any Hazardous Substance (as defined below) in violation of applicable law. The terms set within quotation marks above shall have the meaning given to them in the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sec. 9601 et seq., as amended ("CERCLA") and any state environmental laws.
(xiv2) To its knowledge, during the time in which Seller has owned the present full authority and power to execute this Agreement and, on or prior to the Date of Closing, Seller shall have the full authority and power to close the sale of the Property, Seller has not unlawfully used, generated, transported, treated, constructed, deposited, stored, disposed, placed or located at, on, under or from the Property any flammable explosives, radioactive materials, hazardous or toxic substances, materials or wastes, pollutants or contaminants defined, listed or regulated by any local, state or federal environmental laws that could reasonably be expected to have an material adverse effect on the SNF.
(xv3) As of the Closing Date there will be no outstanding or unpaid claims, actions or causes of action related to any transaction or obligation entered into or incurred by Seller with respect to the Property prior to the date hereof.
(4) Seller is not a foreign person as defined in §1445(f)(3) of the Internal Revenue Code or regulations issued thereunder.
(5) To Seller’s actual knowledge, there are is no Hazardous Substances onaction, atlitigation, beneathinvestigation, condemnation or in other proceedings of any kind pending or threatened against Seller with respect to the Property. “Hazardous Substance” means any chemical, substance, material, object, condition, or waste harmful to.
Appears in 1 contract
Samples: Vacant Land Purchase Agreement
Seller’s Covenants, Representations and Warranties. (A) As a material inducement to Purchaser to enter into this Agreement and to pay the Purchase Price for the Property as set forth herein, Seller hereby covenants, represents and warrants and represents to Purchaser as follows:
(a) Seller (i) Seller is authorized to enter into a limited partnership, duly organized, validly existing and perform all its obligations in good standing under this Agreement. This Agreement isthe laws of the State of Rhode Island, and all documents to be executed by Seller pursuant hereto will be, the valid and binding obligations of Seller enforceable in accordance with their respective terms.
(ii) The Seller is not a party to any litigation or administrative proceedings nor has Seller received written or, to its knowledge, verbal notice containing a threat of any litigation or administrative proceedings, which could materially adversely affect the Property or Seller’s right authority and power to enter into this Agreement or and to consummate the transactions contemplated hereby; and (iii) has duly authorized the execution and delivery of this Agreement and is duly bound to consummate the transactions contemplated hereby.
(b) Neither this Agreement nor the consummation of the transaction contemplated hereby will constitute or result in a violation or breach by this Agreement. Except what Seller of any agreement or contract to which Seller is listed on Schedule 4(A) (Pending Violationsbound or the Property is subject, Litigation and / or Deficiencies), the Seller to its knowledge, is not subject to any judgment, order, writ, injunctioninjunction or decree issued against or imposed upon it, decree or award or, to the best of Seller's knowledge, will result in a violation of any courtapplicable law, arbitrator order, rule or regulation of any government authority.
(c) Seller has not received any notification of any pending or threatened condemnation, requisition or similar proceeding affecting the Property or any portion thereof.
(d) Except as otherwise disclosed in writing to Purchaser, Seller has not received and, to the best of Seller's knowledge, there are no notices, orders, decrees or judgments issued, pending issuance or threatened relating to any alleged or actual violation of fire, health, safety, traffic, sanitation, water pollution, environmental or other laws affecting, against or with respect to the Property. Seller has not received any written notification of any action, suit, proceeding or investigation pending or threatened which might become a cloud on the title to the Property or any portion thereof. From and after the date hereof, Seller shall send to Purchaser (within three (3) days of delivery to or receipt by Seller) copies of all correspondence, notices or other communications delivered to or received by Seller from federal, state or local governmental departmentauthorities or agencies in connection with the Property.
(e) To the best of Seller's knowledge, agency, board, bureau there are no defaults or instrumentality issued or entered in a proceeding to which the breaches by Seller or the Property is of any of the covenants, conditions, restrictions, rights-of-way, or was a partyeasements or other instruments encumbering the Property or any portion thereof.
(iiif) From No special taxes or assessments have been levied, assessed or imposed on or against the Property or any part thereof that have not been fully and finally paid, and neither Seller, nor, to the best of Seller's knowledge, any of its agents or employees have received any notice, or have any knowledge, of contemplated, threatened or pending special taxes or assessments affecting the Property or any part thereof. Without limiting the generality of the preceding sentence, to the best of Seller's knowledge, there is no pending assessment made by the Town of West Warwick, Rhode Island or any other authority with respect to the repair, maintenance or expansion of any water or sewage systems that may be located in any public right of way adjacent to the Property, or for any other public improvements or betterments of any type which would or could give rise to an assessment against the Property.
(g) Attached hereto as Exhibit C is a true, correct and complete rent roll for the Property including each and every lease, license or other occupancy agreement affecting any portion of the Property as of the date hereof hereof. Prior to Closing, Seller will not, without Purchaser's prior written consent (i) collect any rent for more than the Closing Datethen current month (together with any applicable security deposit); (ii) give any rent concessions or agree to do any work for, or give any consideration other than possession to, any tenant except in the ordinary course of Seller’s business; (iii) lease any units at the Property for a term in excess of twelve (12) months; (iv) or lease any units to any person(s) other than at the rental rates set forth on Exhibit C-1 attached hereto.
(h) There is no union contract affecting the Property or the employees thereat and Seller will not enter into any such contract prior to Closing.
(i) There are no permits, no leaselicenses, tenancyother than ordinary business licenses, or other consents required by any governmental authority in connection with the use and occupancy of the Property that have not already been obtained.
(j) Seller has good and indefeasible title to the Property in fee simple, and the Personal Property, and has the right to convey and transfer same, subject to the existing tenant leases and encumbrances of record.
(k) From the date of this Agreement until Closing, Seller (i) shall maintain and repair the Property in its normal course of operations; (ii) shall operate the Property in its normal course of operations, including continuing to make units ready and continuing leasing; (iii) will pay all obligations arising from the Property, as payment becomes due; (iv) shall make no material alterations to the Property; and (v) shall maintain each of the apartment units at the Property in its current conditions, reasonable wear and tear excepted.
(l) All of Seller's employees at the Property will be paid by Seller prior to Closing to the end of their last pay period. Benefits or compensation accrued prior to Closing due or claimed to be due either before or after Closing to employees or former employees of Seller shall not constitute obligations of Purchaser. Except as otherwise expressly agreed by Purchaser, all persons who are currently employed by Seller in connection with the management, operation or maintenance of the Property shall be terminated by Seller at or prior to Closing insofar as their employment relates to the Property, provided, however, that Purchaser shall interview the janitor, property manager and maintenance person currently employed by Seller at the Property during the two (2) day period following the Inspection Period Expiration Date for purposes of determining Purchaser's willingness to continue to employ such personnel after the Closing, such determination to be made by Purchaser on or before the expiration of such three day period in its sole and absolute discretion.
(m) No portion of the Property (including, without limitation, rental, security, or damage deposits to be conveyed to the Purchaser hereunder) shall be subject at the Closing to the burdens or obligations of any management agreement respecting the Property, so that Purchaser shall receive the Property free and clear of any such burdens or obligations and shall be free to enter into a management agreement or arrangement applicable with a manager of its own choice. Except as disclosed on Exhibit D attached hereto, and unless otherwise approved by Purchaser in writing prior to Closing, as of the Closing, there will not be any service, supply or maintenance agreements with respect to the Property or any portion thereof unless the SNF and not terminable without penalty by Seller on or before the Closing Date, will same can be entered into by Seller canceled upon thirty (30) days notice without the prior written approval necessity of Purchaserpayment of any termination penalty or premium. Seller shall furnish copies of the contracts and agreements described on Exhibit D within five (5) business days after the execution and delivery hereof.
(ivn) To Except as disclosed by Seller’s , Seller, to its knowledge, the executionhas not at any time, delivery and performance of this Agreement and the consummation of the transactions contemplated herein will not result in no other party has at any breachtime, violationhandled, default buried, stored, retained, refined, transported, processed, manufactured, generated, produced, spilled, allowed to seep, leak, escape or cancellation of any contract, agreement, mortgage, deed to secure debtleech, or lease to which Seller is a party and that could reasonably be expected to have a material adverse effect on the SNF.
(v) To the Seller’s knowledgepumped, the Property is not in violation poured, emitted, emptied, discharged, injected, dumped, transferred or otherwise disposed of any federal, state, local or municipal law, rule, regulation or ordinance, including any life safety code waivers (except as disclosed in Schedule 4A).
(vi) The Property shall, on the Closing Date, be in the same condition as it was on the date of Purchaser’s execution of this Agreement, normal wear excepted. Immediately prior to “Closing” dealt with Hazardous Substances (as hereinafter defined) on, to or from the Property. Seller will have good and marketable fee simple title knows of no seepage, leak, escape, leech, discharge, injection, release, emission, pumping, pouring, emptying or dumping of Hazardous Substances into waters on or adjacent to all of the Real Property, subject to the Permitted Encumbrances.
(vii) Seller is not or onto lands from which such hazardous or toxic waste or substances might seep, flow or drain into such waters. The term "Hazardous Substances" shall mean and will not be a party refer to any collective bargaining agreements with respect and all pollutants, contaminants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety, the removal of which may be required or the manufacture, use, maintenance or handling of which is restricted, prohibited or penalized by any Environmental Law (including, without limitation, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls). The term "Environmental Law" shall mean and refer to any federal, state or local law, ordinance, rule, regulation, order, judgment, injunction or decree relating to pollution, Hazardous Substances or environmental protection (including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, and all amendments and supplements to any of employees at the SNF.
(viii) All documents to be delivered by foregoing and all regulations issued pursuant thereto). The representations and warranties of Seller to Purchaser are and will set forth above shall be true, accurate and correct and complete in all material respects and contain no material omissions that make such documents false or misleading.
(ix) To Seller’s knowledge: (a) upon the Real Property is in compliance with all applicable zoning and building laws, ordinances and regulations and (b) the Real Property has all the necessary legal rights, utility service, and access to a public street.
(x) To Seller’s knowledge, neither the date of execution and delivery of this Agreement nor the consummation and shall be deemed remade by Seller as of the transactions provided for Closing Date with the same force and effect as if first made as of and on such date. Seller's covenants, representations and warranties contained in this Agreement violate any agreement to which Seller is Section shall survive the Closing for a party or by which Seller is bound, or any law, order, or decree, or any provision period of any Seller’s governing documents.
(xi) To its knowledge, Seller holds good and marketable title to the Real Property, free and clear of restrictions on or conditions to transfer or assignment, and free and clear of liens, pledges, charges, or encumbrances other than the Permitted Encumbrances.
(xii) Seller one year. Purchaser agrees to deliver provide prompt written notification to Seller upon Purchaser's discovery of a default or breach of such covenants, representations and warranties. Any action brought by Purchaser all pertinent property informationto enforce Purchaser's rights with respect to such covenants, licenses, contracts for service(s) and/or supplies, financial records received in the course of owning the property obtained through foreclosure, information received under the Freedom of Information Act, management agreements, receipts or documentation relative to the property obtained during Seller’s course of ownership representations and warranties must by commenced promptly after discovery thereof by Purchaser and in any manner whatsoever to event no such action shall be commenced after the Purchaser at closing. The existence expiration of any such documents or records is not confirmed but the delivery of all pertinent records is committed to by the Selleraforesaid one year period.
(xiii) To Seller’s knowledge there is no litigation or governmental proceeding pending or, to Seller’s knowledge, threatened in eminent domain or for rezoning against Seller that relates to or affects the SNF.
(xiv) To its knowledge, during the time in which Seller has owned the Property, Seller has not unlawfully used, generated, transported, treated, constructed, deposited, stored, disposed, placed or located at, on, under or from the Property any flammable explosives, radioactive materials, hazardous or toxic substances, materials or wastes, pollutants or contaminants defined, listed or regulated by any local, state or federal environmental laws that could reasonably be expected to have an material adverse effect on the SNF.
(xv) To Seller’s knowledge, there are no Hazardous Substances on, at, beneath, or in the Property. “Hazardous Substance” means any chemical, substance, material, object, condition, or waste harmful to
Appears in 1 contract
