Common use of Warranties and Representations of Buyer Clause in Contracts

Warranties and Representations of Buyer. 6.1 Buyer represents and warrants to Seller that the following statements are true. In the event that any of the following representations and warranties are not true on the date of Closing, Seller, at Seller’s option, shall have the right to terminate this Agreement. In the event of such termination, all Xxxxxxx Money (less the Contract Consideration) shall be paid over to Seller and thereafter no one will have any further obligations or liabilities under this Agreement. Buyer shall certify to Seller at closing either (i) that all of such representations and warranties are true, or (ii) indicate which are not true as of the closing date. (a) Buyer has the full right, power, and authority to enter into and perform its obligations under this Agreement. (b) Buyer has been advised in writing that Buyer should have an abstract covering the Property examined by an attorney of Buyer’s own selection or that Buyer should be furnished with or obtain a policy of title insurance. (c) Buyer is not subject to any legal or administrative proceeding, debt structure or other agreement which would prevent Buyer’s full and timely performance of its obligations hereunder. (d) Buyer is not a “foreign person” within the meaning of the Internal Revenue Code of 1986, as amended, Sections 1445 and 7701 (i.e., Buyer is not a non- resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and regulations promulgated thereunder). (e) In the event the transaction contemplated by this Agreement is not consummated for any reason, Buyer shall promptly deliver to Seller all reports and studies relating to the Property in the possession of its agents, consultants or employees, including, without limitation, any and all environmental reports, market studies, site plans, plats and related engineering, prospect lists, soil reports, architectural renderings, drawings and/or elevations, and third party documents, including any copies thereof made by Buyer or at Buyer’s direction.

Warranties and Representations of Buyer. 6.1 Buyer Xxxxxx hereby represents and warrants to Seller that as follows: 18.1 Prior to the following statements are true. In the event that any expiration of the following representations Feasibility Period, Buyer will be a corporation duly organized, validly existing and warranties are not true in good standing under the laws of the State of New York and have full power and authority to carry on its current business and to own, use and sell its assets and properties. 18.2 Prior to the date expiration of Closingthe Feasibility Period, Seller, at Seller’s option, shall Buyer will have the right full power and authority and all necessary approvals to terminate enter into this Agreement. In Execution and delivery of this Agreement and the event consummation of such termination, all Xxxxxxx Money (less the Contract Consideration) shall be paid over to Seller and thereafter no one transactions contemplated hereby will have been duly authorized by Buyer's Board of Directors prior to expiration of the Feasibility Period. The execution and delivery of this Agreement and the transactions contemplated hereby do not and will not violate any further obligations provision of any agreement, document, or liabilities under instrument to which Buyer is a party or by which Buyer is bound, except as otherwise noted in this Agreement. Buyer shall certify has made no other agreements with any other party with respect to Seller at closing either (i) that all of such representations and warranties are true, or (ii) indicate the Purchased Assets which are not true would adversely affect the transactions contemplated hereby. 18.3 There is as of the closing datedate hereof no litigation, proceeding, suit, action, controversy, or claim existing, pending, or, to the best of Buyer's knowledge, threatened against Buyer which might affect the Purchased Assets or the transfer thereof to Buyer, and there is no basis known to Buyer for any such litigation, proceeding, suit, action, controversy, or claim. At Closing, Buyer will have complied with all laws, regulations, and ordinances applicable to the transfer of Purchased Assets. There are at the date hereof and at Closing there will be no judgments or liens existing, whether or not filed, against Buyer which might affect the Purchased Assets, except as herein set forth. (a) Buyer has the full right, power, and authority to enter into and perform its obligations under this Agreement. (b) Buyer has been advised in writing that Buyer should have an abstract covering the Property examined by an attorney of Buyer’s own selection or that Buyer should be furnished with or obtain a policy of title insurance. (c) Buyer is not subject to any legal or administrative proceeding, debt structure or other agreement which would prevent Buyer’s full and timely performance of its obligations hereunder. (d) 18.4 Buyer is not a “foreign person” within the meaning of the Internal Revenue Code of 1986, as amended, Sections 1445 and 7701 (i.e., Buyer is not a non- resident alienentity, foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and regulations promulgated thereunderIncome Tax regulations). (e) In the event the transaction contemplated by this Agreement is not consummated for any reason, Buyer shall promptly deliver to Seller all reports 18.5 The representations and studies relating to the Property in the possession of its agents, consultants or employees, including, without limitation, any and all environmental reports, market studies, site plans, plats and related engineering, prospect lists, soil reports, architectural renderings, drawings and/or elevations, and third party documents, including any copies thereof warranties made by Buyer in this Agreement shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though they had been made on and as of the Closing Date, except to the extent that such representations and warranties shall be incorrect because of events or at Buyer’s directionchanges (not materially and adversely affecting the Purchased Assets) occurring or arising after the date hereof.

Warranties and Representations of Buyer. 6.1 Buyer warrants and represents and warrants to Seller the following: (i) That Buyer hereby expressly acknowledges and accepts that no other such representations or warranties have been made or implied and agrees that other than the (a) Infrastructure Improvements, as they relate to the Parcels, to be completed by Seller, (b) the Phase II Infrastructure Improvements to be completed by Seller, and (c) the representations and warranties made herein by Seller, the Parcels will be acquired by Buyer on an "as is where is" condition. It shall be Buyer's sole responsibility to satisfy itself, at its sole cost, expense and risk, as to all aspects regarding the physical condition of the Parcels and, accordingly, does herein specifically renounce and waive any and all rights, claims and/or causes of action against Seller as to the Parcels, forever releasing, relieving and holding harmless Seller from any and all liability or legal responsibility in connection therewith. Notwithstanding anything to the contrary herein, Seller shall not be released from its liability or legal responsibility for any representations made by Seller herein. (ii) That Buyer shall bear all the costs, expenses and risks related to any request filed by Buyer with any government agency for the approval of the Project provided that all the warranties and representations made herein by Seller remain valid. (iii) That Buyer shall not seek during the term of this Agreement or at any time after its acquisition of the Parcels any changes to the presently permitted uses or zoning of the Parcels. This restriction shall also apply to all the succesors of Buyer in the ownership of the Parcels. (iv) That the Parcels constitute an integral and important part of Parque Escorial and as such the Parcels shall always remain subject to and the Project shall be constructed pursuant to (a) the Restrictive Covenants, as amended from time to time by the governing body of the Parque Escorial Residential Owners Association, a non profit corporation to be organized under the laws of Puerto Rico by Seller as an association of all the owners of real property in the residential area of Parque Escorial in order to insure the orderly development of the Residential Zone and to provide for the efficient preservation of the facilities and amenities to be constructed in the Residential Zone (hereinafter referred to as the "Association"), (b) the Design Standards, as amended from time to time by Seller or the Architectural Review Committee, (c) the Wal-Mart Restrictions and (d) the Use Restrictions. (v) That the plans for the development of the Parcels and construction of the Project, as well as any changes made thereafter which may modify the character, layout, elevations or density of the Project, shall be submitted by Buyer to the Architectural Review Committee for its approval prior to submitting them to the pertinent government agencies. (vi) That the sales price of the three (3) bedroom units comprising the Project shall not be less than One Hundred Thousand Dollars ($100,000). (vii) That Buyer agrees that its employees, agents, contractors and sub-contractors will only utilize the access to the Parcels to be provided by Seller for the transportation of construction equipment, supplies and construction materials and that Buyer will reimburse Seller for any damages caused by those parties from the unauthorized use of roads or other improvements within Parque Escorial. (viii) That Buyer shall impose upon the Parcels its own restrictive covenants to be administered by a homeowner association composed of all the owners of units in the Project which shall be responsible, among other things, for the collection of the fees to be paid to the Association, as provided in the Restrictive Covenants, for the services rendered by the Association to the Residential Zone, including but not limited to the maintenance of the recreational areas, the fences, the green areas, and the roads, the security of the Residential Zone and any other services that the following statements Association deems fit to render pursuant to provisions of its Certificate of Incorporation and By-Laws. (ix) That Buyer shall pay (i) for fifty percent (50%) of the cost of the fence to be built at the boundary line of Parcel II-2 with Parcel II-3 and (ii) one hundred percent (100%) of the cost of the fence to be built on the boundary line of the Parcels with Boulevard Media Lxxx, as said road is identified in the Master Plan. (x) That Buyer shall hold Seller safe and harmless from any claim from third parties resulting from the construction by Buyer and its agents of the improvements and residential units comprising the Project including but not limited to those claims arising from accidents or damages caused by Buyer or its agents outside of the Parcels. (xi) That Buyer shall hold Seller safe and harmless from any claim by third parties arising out of any breach by Buyer of the (a) the Design Standards, (b) Restrictive Covenants, (c) the Use Restrictions, (d) any other restriction or condition to which the Parcels are truesubject pursuant to the terms and conditions of this Agreement or, (e) any misrepresentations made by Buyer to any party. (xii) That Buyer shall submit to Seller, for Seller's approval, a copy of the form of option agreement or agreement of sale to be executed between Seller and the buyers of units within the Project and shall not enter into any such option agreement or agreement of sale with any such buyers until such time as Seller has issued its approval, which approval Seller shall not unreasonably deny. (xiii) That Buyer acknowledges and accepts that Seller, as the master developer of Parque Escorial, holds the exclusive right to seek and make amendments to the Master Plan in the interest of the overall development of Parque Escorial, as provided that any such amendments shall not be in violation of the representations made by Seller herein. (xiv) That Buyer acknowledges and agrees that other than the soil compaction tests referred to in Paragraph 2 (iv) hereof and those representations and warranties made by Seller as to environmental matters and Hazardous Substances, as stated in Paragraph 2 sub-paragraph (xxi) hereof, it shall be the sole responsibility of Buyer to conduct its own soil and sub-soil studies prior to the execution of this Agreement or at any time during the term of this Agreement and Buyer hereby releases Seller from any condition regarding the soil or sub-soil of the Parcels that might surface prior to the execution of this Agreement, during the term of the Agreement, or after the Time of Settlement. Notwithstanding the above, Seller shall make available to Buyer, at Buyer's request, any other soil or sub- soil tests that Seller may have conducted on the Parcel; it being understood that the submittal by Seller of said reports to Buyer shall not impose any obligation or liability upon Seller and shall not amend or modify the obligations of Buyer hereunder. (xv) That Buyer acknowledges and agrees that the timely and orderly construction of the Project as an integral part of Phase II is of utmost importance to the successful development of Parque Escorial as a master planned community; therefore, Buyer or any of its successors in the ownership of the Parcel shall have until the later of (i) the 31st day of December 1996 or (ii) twelve (12) months after the Time of Settlement should the Time of Settlement take place after the 15th day of December 1995 for reasons attributable to Seller, (hereinafter referred to as the "Commencement of Construction Date"), to, in accordance with the Design Standards, commence construction of the Project on the Parcel. In the event that the Commencement of Construction Date does not occur within the term specified hereinbefore in this Paragraph, for reasons not attributable to Seller or acts of God or force majeure. Seller shall have, upon the expiration of said term and without the need of executing any of other document, a valid and binding first option to repurchase the following representations Parcels at the Purchase Price, as defined hereinbefore; said option to be exercised by Seller within one hundred and warranties are not true on twenty (120) days from the date of Closing, Seller, at Seller’s option, expiration of such term. Failure by Seller to exercise said option as provided hereinbefore shall render said option null and void whereby Buyer shall have no further obligation to sell the right Parcels to terminate Seller. For the purpose of this Agreement. In Paragraph, the event Commencement of Construction Date shall refer to such termination, date on which the Buyer has complied with all Xxxxxxx Money (less of the Contract Consideration) shall be paid over to Seller and thereafter no one will have any further obligations or liabilities under this Agreement. Buyer shall certify to Seller at closing either following: (i) that all of such representations and warranties are truethe Construction Permit for the Project, or as previously approved by the Architectural Review Committee, has been obtained; (ii) indicate a bonafide construction contract has been executed for the construction of the Project; (iii) a financing agreement for the construction of the Project has been executed; (iv) earth movement over the Parcels has commenced. (xvi) The Buyer shall protect, indemnify and save harmless the Seller from and against all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses (including without limiting the generality of the foregoing, court costs, attorneys' and consultants' fees, environmental cleanup costs, natural resources damages, fines, penalties and damages to persons, personal property, real property and business enterprises, including any and all past, present and future claims and liability arising out of or relating to the existence of any environmental condition on the Parcels resulting from acts attributable to Buyer and any release or threat of release of any Hazardous Substance (as said term is defined in Paragraph 2 sub paragraph (xxi) hereof) of any kind in, on, under or from the Parcels at any time after the Time of Settlement resulting from acts attributable of Buyer which may be imposed upon or incurred by or asserted against the Seller by reason of (i) any accident, injury or damage to any person or property occurring on or about the Parcels or any part thereof or, (ii) any use, non-use or condition of the Parcels or any part thereof. Any amounts payable to the Seller under this paragraph which are not true paid within thirty (30) days after written demand therefor by the Seller shall bear interest from the date of such demand until full payment thereof at a fluctuating annual rate computed on the basis of a three- hundred-sixty-day (360-day) year and the actual number of days elapsed) equal to the "prime rate" publicly announced by Citibank, N.A. in New York, New York, as its reference, base or prime rate (herein the "prime rate") such fluctuating rate to change simultaneously with the changes in the prime rate. In no event shall the interest rate to be charged hereunder exceed the maximum permissible legal rate. In case any action, suit or proceeding is brought against the Seller by reason of any such occurrence, the closing dateBuyer upon request by the Seller, will at the Buyer's expense resist and defend such action, suit or proceeding or cause the same to be resisted or defended, either by counsel designated by the Seller and approved by the Buyer or, where such occurrence is covered by liability insurance, by counsel designated by the insurer. Notwithstanding anything to the contrary in this Agreement, the provisions of this indemnity and all other representations, warranties and covenants contained in this Agreement shall survive the Time of Settlement. (axvii) That this Agreement and the documents to be executed by Buyer has pursuant to the full rightterms thereof constitute the legal, power, valid and authority to enter into and perform binding obligations of Buyer enforceable in accordance with its obligations under this Agreement.terms; and (bxviii) That all necessary actions have been taken by the Board of Directors of Buyer has been advised in writing that Buyer should have an abstract covering to authorize the Property examined by an attorney execution and delivery of Buyer’s own selection or that Buyer should be furnished with or obtain a policy this Agreement and the consummation of title insurance. (c) Buyer is not subject to any legal or administrative proceeding, debt structure or other agreement which would prevent Buyer’s full and timely performance of its obligations all transactions contemplated hereunder. (d) Buyer is not a “foreign person” within the meaning of the Internal Revenue Code of 1986, as amended, Sections 1445 and 7701 (i.e., Buyer is not a non- resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and regulations promulgated thereunder). (e) In the event the transaction contemplated by this Agreement is not consummated for any reason, Buyer shall promptly deliver to Seller all reports and studies relating to the Property in the possession of its agents, consultants or employees, including, without limitation, any and all environmental reports, market studies, site plans, plats and related engineering, prospect lists, soil reports, architectural renderings, drawings and/or elevations, and third party documents, including any copies thereof made by Buyer or at Buyer’s direction.

Warranties and Representations of Buyer. 6.1 Buyer warrants and represents to Seller the following: (i) That Buyer shall bear all the costs, expenses and risks related to any request filed by Buyer with any government agency for the approval of the Parcels as the site of any development alternative proposed by Buyer provided that all the warranties and representations made herein by Seller remain valid. (ii) That Buyer shall only seek during the term of this Option or the Contract of Sale, as it relates to the second Phase Parcels those changes to the zoning of the Parcels which shall have been previously approved in writing by seller. (iii) That the Parcels constitute an integral and important part of Parque Escorial and as such they shall always remain subject to the Restrictive Covenants, as amended from time to time by the governing body of the Parque Escorial commercial Owners Association (hereinafter referred to as the "Association"), and the Parque Escorial Architectural Standards, as amended from time to time by the Parque Escorial Architectural Review Committee or the Association. (iv) That Buyer acknowledges that pursuant to the terms of the Mortgage, as said term is defined in Paragraph 4 hereof, the Bank is entitled to receive, in cash, certain amounts of money in consideration for the release of the Parcels from the Mortgage, and that should the Bank decline to approve a modification to the land release provisions of the Mortgage requested by Seller as a result of the fact that the sale of the First Phase Parcels to Buyer under the terms of this Option entails financing by Seller of up to eighty percent (80%) of the Purchase Price, the Option shall be rendered null and void. Notwithstanding the above, Buyer shall be entitled to acquire the Parcels within the term of the Option by paying the full amount of the Purchase Price, in cash, to Seller on or before the expiration of the Option Period. Upon the termination of the Option or the Agreement of Sale, as said term is defined in Paragraph 6. hereof, or the Contract of Sale, as applicable, for any reason whatsoever, Seller shall return the Option Money, if any, and the Deposit, as said term is defined in Paragraph 6a. hereof, if any, to Buyer, and Seller and Buyer shall not have any further rights, claims, causes of action, or obligations under the Option, the Agreement of Sale or the Contract of Sale, as applicable; it being understood that under no circumstances shall Seller be bound to reimburse Buyer for any expenses, of any nature whatsoever, incurred by Buyer for any reason whatsoever. (v) That Buyer further acknowledges that upon the termination of the Option or the Agreement of Sale, or the Contract of Sale as applicable, for any reason whatsoever, Seller shall become free to negotiate the sale or lease of the Parcels, or the Second Phase Parcels only if Buyer has already acquired the First Phase Parcels, individually or collectively, with any interested party including but not limited to those parties with whom Buyer might have previously discussed or negotiated the sale of any of the Parcels and Buyer shall not be entitled to any compensation whatsoever if any of said parties were to acquire or lease real property within Parque Escorial including but not limited to the Parcels. (vi) That Buyer further warrants and represents to Seller that the following statements are true. In the event that any agreement entered into by Buyer and any other party interested in acquiring or leasing all or any of the following representations and warranties are not true Parcels shall in no manner or form be binding on the date of Closing, Seller, at Seller’s option, shall have the right to terminate this Agreement. In the event of such termination, all Xxxxxxx Money (less the Contract Consideration) shall be paid over to Seller and thereafter no one will have any further obligations or liabilities under this Agreement. Buyer shall certify to Seller at closing either (i) that all of such representations and warranties are true, or (ii) indicate which are not true as of the closing date. (avii) That Buyer has acknowledges the full right, power, use of the Parcels is subject to the Wal-Mart Use Restrictions and authority any intended use of the Parcels which would be in conflict with the Wal-Mart Use Restrictions shall be previously discussed and agreed to enter into with Wal-Mart and perform its obligations under this AgreementSeller. (bviii) This Option and the documents to be executed by Buyer has been advised pursuant to the terms thereof constitute the legal, valid and binding obligations of Buyer enforceable in writing that Buyer should have an abstract covering the Property examined by an attorney of Buyer’s own selection or that Buyer should be furnished accordance with or obtain a policy of title insurance.its terms; (cix) All necessary actions have been taken by the Board of Directors of Buyer is not subject to any legal or administrative proceeding, debt structure or other agreement which would prevent Buyer’s full authorize the execution and timely performance delivery of its obligations this option and the consummation of all transactions contemplated hereunder. (d) Buyer is not a “foreign person” within the meaning of the Internal Revenue Code of 1986, as amended, Sections 1445 and 7701 (i.e., Buyer is not a non- resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and regulations promulgated thereunder). (e) In the event the transaction contemplated by this Agreement is not consummated for any reason, Buyer shall promptly deliver to Seller all reports and studies relating to the Property in the possession of its agents, consultants or employees, including, without limitation, any and all environmental reports, market studies, site plans, plats and related engineering, prospect lists, soil reports, architectural renderings, drawings and/or elevations, and third party documents, including any copies thereof made by Buyer or at Buyer’s direction.