Common use of Warranties and Representations of Seller Clause in Contracts

Warranties and Representations of Seller. Seller represents and warrants that, as of the Effective Date: (i) Seller is a limited liability company and is duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller is duly qualified and in good standing to do business as a foreign entity in the State of New Jersey. The execution, delivery and performance by Seller of the terms of this Agreement have been duly authorized by all necessary member action and do not conflict with the operating agreement of Seller or any agreement to which Seller is bound or is a party or require the consent of any party. (ii) Seller has full power and authority to execute, deliver and carry out its obligations under this Agreement and all documents to be executed in connection herewith and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and all documents to be executed in connection herewith. All persons executing this Agreement on behalf of Seller have been duly authorized to do so. (iii) This Agreement is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject only to bankruptcy and creditor’s rights laws, matters affecting creditors of Seller generally and general equitable principles (whether asserted in an action at law or equity). (iv) No suit, action, arbitration or legal administrative or other proceeding is pending or threatened against Seller that may affect in a material adverse way the Property or Seller’s ability to comply with its obligations hereunder. (v) The execution, delivery and performance of this Agreement by Seller in accordance with the terms of this Agreement, will not violate, conflict with or result in a breach of any agreement or any law, regulation, contract, agreement, commitment, order, judgment or decree to which Seller is a party or by which it is or may be bound. (vi) Seller is not a “foreign person” as defined in the IRC, nor is Seller (a) a person or entity described by Section 1 of Executive Order 13224 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism 66 Federal Register 49,079 September 24, 2001, or (b) knowingly engages in any dealings or transactions or is otherwise associated with any such persons or entities. (vii) Schedule 2 includes a true, correct and complete list of all Leases and Occupancy Agreements relating to the Property, including all amendments, modifications and supplements thereto, in effect as of the date of the Effective Date that have been entered into by Seller. At Closing, the Leases listed on Schedule 2 shall be deemed amended to include any Permitted Lease Changes that Seller has entered into and delivered copies thereof to Purchaser prior to Closing (or if entered into ten (10) or fewer days before Closing, at Closing). There are no security deposits held by Seller or any Affiliate of Seller under the Leases or Occupancy Agreements. Seller has delivered to Purchaser on or before the Effective Date true, correct and complete copies of all the Leases and Occupancy Agreements (including all amendments, modifications and supplements thereto) listed on Schedule 2. Seller has not assigned its rights under any of the Leases or Occupancy Agreements except as set forth in the Loan Documents. (viii) Except to the extent made available to Purchaser during the Due Diligence Period, Seller has not received any written notice of any currently existing default or breach on the part of the landlord under any Lease, nor, to the best of Seller’s knowledge, does there currently exist any material default or breach on the part of the landlord under any Lease. Except as set forth in any of the schedules attached to this Agreement or in the Rent Roll, all of the landlord’s obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full and all concessions (other than any unexpired rent abatement set forth in the Leases) from the landlord under the Leases have been paid and performed in full by the Closing Date. (ix) Schedule 6 is a true and complete list of the rent roll for the Property as of the Effective Date, which rent roll reflects the base rent amounts, any rent arrearages, the term of any Leases or Occupancy Agreements and any unexercised options to extend the term of any Leases or Occupancy Agreements. An updated rent roll, reflecting the facts then existing, shall be delivered at Closing and certified as true and complete at such time. (x) Except as contemplated by (i) this Agreement, or (ii) any document (including, without limitation, any Permitted Encumbrance, Master Lease 103, Master Lease 104, the Leases and the closing deliveries) expressly identified herein by reference to such document or a group of related documents (such as, without limitation, Permitted Encumbrances) or listed on any exhibit hereto, Seller has not granted to any person, firm, corporation or other entity any right or option to acquire Seller’s interest in the Property or any portion thereof, except to the extent such right has expired or been waived. (xi) To Seller’s knowledge, Seller has received no written notice that it is in default under any of the Leases in a case where such default remains uncured nor has Seller received any notice of any legal action or proceeding instituted by any Tenant against Seller. (xii) To Seller’s knowledge, all installments of interest and all other sums required to be paid under the terms of the Loan Documents have been paid and the principal amount secured thereby is $40,000,000. Except as set forth on Schedule 7 hereto, Seller has not received any written notice alleging such a default which has not been cured. Seller has heretofore delivered to Purchaser a true and complete copy of each of the Loan Documents. (xiii) To Seller’s knowledge, Seller has received no written notice of any violation of any law, municipal or other governmental ordinance, code, decree, rule, regulation or requirement against or affecting the Property. (xiv) No work has been performed (or is in progress) on behalf of Seller, and no materials have been furnished to Seller, which may give rise to any mechanic’s, materialmen’s or other liens against the Property or any portion thereof, except where Seller has paid or will pay such persons, in full, for all materials supplied or work/services furnished to or at the Property. (xv) There are no service contracts between Seller and any third party with respect to the Property, except for the Service Contracts set forth on Schedule 5 hereof. (xvi) Schedule 8 is a true, correct and complete list of all Brokerage Agreements that are in effect as of the Effective Date. All currently due and owing brokerage commissions under the Brokerage Agreements have been paid. The Brokerage Agreements will remain in effect after the Closing Date and Purchaser will be required to pay amounts due thereunder for renewals, extensions and other post-closing events in accordance with their terms, including, without limitation, approximately $355,000 which will become due and payable to Broker. Such amounts shall become due and payable to Broker after the Effective Date, and no credits or adjustments to the Purchase Price shall be given to Purchase with respect to such amounts. (xvii) Except as set forth on the current tax bills, Seller has not received written notice of any special governmental assessments or charges which have been levied against the Property, nor does Seller know of any pending or threatened special assessments affecting the Property. (xviii) There are no employees of Seller at the Property or otherwise, who, by reason of any Federal, State, County, municipal or other law, ordinance, order, requirement or regulation, or by reason of any union or other employment contract, written or otherwise, or any other reason whatsoever, would become employees of Purchaser as a result of the transactions contemplated by this Agreement. By the execution of this Agreement, Purchaser is neither expressly nor implicitly assuming any liability, obligation, cost or expense whatsoever with respect to any employment contract, employee benefit plan or arrangement, employment policy or practice, collective bargaining agreement, union contract, employment related claims whether based on statute, common law, tort or otherwise or any other liability relating in any way to employees. (xix) Seller has not knowingly and or deliberately omitted any material documents or information in the Property Information and/or rent roll delivered by Seller or otherwise made available to Purchaser.

Warranties and Representations of Seller. Seller hereby represents and warrants thatto Buyer the following, with all such references to “Seller’s knowledge” meaning to the actual knowledge of Seller without duty of inquiry or investigation, it being expressly understood and agreed that all such representations and warranties are to be true and correct as of the Effective DateClose of Escrow, and all of which shall survive the Close of Escrow for twelve (12) months: (ia) Seller is a limited liability company the sole owner of the Property, free and clear of all liens, claims, encumbrances, easements, encroachments on the Property from adjacent properties, encroachments by improvements on the Property onto adjacent property, or rights of way of any nature, other than those that may appear on the Title Report. The Property is free of hazardous materials or environmental contamination, and is duly organizedsuitable for residential development. (b) Seller shall not further transfer or encumber the Property or allow the Property to be further encumbered prior to the Close of Escrow. (c) To Seller’s knowledge, validly existing and in good standing under there is no pending litigation or threatened litigation, which does or may adversely affect the laws of the State of Delaware. Seller is duly qualified and in good standing to do business as a foreign entity in the State of New Jersey. The execution, delivery and performance by Seller of the terms of Property. (d) Neither this Agreement have been duly authorized by all necessary member action and do not conflict with nor anything provided to be done hereunder including the operating agreement transfer of Seller title to the Property to Buyer, violates or shall violate, any contract, instrument, partnership agreement, trust agreement, or any other agreement to which Seller is bound a party, or is a party which affects the Property or any part thereof, and the sale of the Property herein contemplated does not require the consent of any partyparty not a signatory hereto. (iie) Seller has full power and authority to execute, deliver and carry out is not in default of its obligations under this Agreement and all documents any contract, agreement or instrument to be executed in connection herewith and has taken all necessary action to authorize which Seller is a party which would adversely affect the execution, delivery and performance value of this Agreement and all documents to be executed in connection herewith. All persons executing this Agreement on behalf of Seller have been duly authorized to do so. (iii) This Agreement is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject only to bankruptcy and creditor’s rights laws, matters affecting creditors of Seller generally and general equitable principles (whether asserted in an action at law or equity). (iv) No suit, action, arbitration or legal administrative or other proceeding is pending or threatened against Seller that may affect in a material adverse way the Property or Seller’s ability to comply with perform its obligations hereunder. (vf) The executionTo Seller’s knowledge, delivery and performance of this Agreement by Seller in accordance with there are no mechanics’, materialmen’s or similar claims or liens presently claimed against the terms Property for work performed or commenced prior to the date of this Agreement, will not violate, conflict with or result in a breach of any agreement or any law, regulation, contract, agreement, commitment, order, judgment or decree to which Seller is a party or by which it is or may be bound. (vig) Seller is not a “foreign person” as defined in the IRCThere are no written or oral leases or contractual rights or options to lease, nor is Seller (a) a person or entity described by Section 1 of Executive Order 13224 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism 66 Federal Register 49,079 September 24, 2001purchase, or (b) knowingly engages otherwise enjoy possession, or any other rights or interests of any nature in and to the Property or any dealings part thereof, and no persons have any right of possession to the Property or transactions or is otherwise associated with any such persons or entitiespart thereof. (viih) Schedule 2 includes a trueAs of the Effective Date, correct (i) Seller has received no written notice from any Authorities that there is Contamination of Hazardous Materials on, in or under the Land in violation of any applicable Environmental Laws relating thereto, (ii) Seller has received no written notice from any Authorities that it has generated, produced, used, reused, sold, stored, transported or disposed of Hazardous Materials on, in or under the Land in violation of any applicable Environmental Laws relating thereto. “Contamination” means the presence of Hazardous Materials at, on, under or about the Property or arising from the Property that may require remediation or cleanup under any applicable law. To the knowledge of Seller, copies of any environmental reports that may have been or that are delivered by Seller to Buyer, are complete copies of the reports obtained by Seller, and complete list Seller has no other environmental reports, tests or audits in its possession or under its control, and Seller has no knowledge of all Leases any other environmental reports, tests or audits regarding any portion of the Property existing elsewhere. As used herein, the term “Hazardous Materials” means any pollutants, contaminants, hazardous or toxic substances, materials or wastes (including without limitation petroleum, petroleum by products, radon, asbestos and Occupancy Agreements relating to asbestos containing materials, polychlorinated biphenyls, PCB containing equipment, radioactive elements, infectious agents, and urea formaldehyde), as such terms are used in or regulated by any Environmental Laws (excluding solvents, cleaning fluids and other lawful substances used in the ordinary operation and maintenance of the Property, including to the extent in closed containers); as used herein the term “Environmental Laws” means all amendmentsFederal, modifications state and supplements theretolocal environmental laws, rules, statutes, directives, binding written interpretations, binding written policies, ordinances and regulations issued by any governmental entity or Authority and in effect as of the date of the Effective Date that have been entered into by Seller. At Closing, the Leases listed on Schedule 2 shall be deemed amended to include any Permitted Lease Changes that Seller has entered into and delivered copies thereof to Purchaser prior to Closing (or if entered into ten (10) or fewer days before Closing, at Closing). There are no security deposits held by Seller or any Affiliate of Seller under the Leases or Occupancy Agreements. Seller has delivered to Purchaser on or before the Effective Date true, correct and complete copies of all the Leases and Occupancy Agreements (including all amendments, modifications and supplements thereto) listed on Schedule 2. Seller has not assigned its rights under any of the Leases or Occupancy Agreements except as set forth in the Loan Documents. (viii) Except to the extent made available to Purchaser during the Due Diligence Period, Seller has not received any written notice of any currently existing default or breach on the part of the landlord under any Lease, nor, to the best of Seller’s knowledge, does there currently exist any material default or breach on the part of the landlord under any Lease. Except as set forth in any of the schedules attached to this Agreement with respect to or in which otherwise pertain to or affect the Rent RollProperty, all of the landlord’s obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full and all concessions (other than any unexpired rent abatement set forth in the Leases) from the landlord under the Leases have been paid and performed in full by the Closing Date. (ix) Schedule 6 is a true and complete list of the rent roll for the Property as of the Effective Date, which rent roll reflects the base rent amounts, any rent arrearages, the term of any Leases or Occupancy Agreements and any unexercised options to extend the term of any Leases or Occupancy Agreements. An updated rent roll, reflecting the facts then existing, shall be delivered at Closing and certified as true and complete at such time. (x) Except as contemplated by (i) this Agreement, or (ii) any document (including, without limitation, any Permitted Encumbrance, Master Lease 103, Master Lease 104, the Leases and the closing deliveries) expressly identified herein by reference to such document or a group of related documents (such as, without limitation, Permitted Encumbrances) or listed on any exhibit hereto, Seller has not granted to any person, firm, corporation or other entity any right or option to acquire Seller’s interest in the Property or any portion thereof, except to the extent such right has expired use, ownership, occupancy or been waived. (xi) To Seller’s knowledge, Seller has received no written notice that it is in default under any operation of the Leases in a case where such default remains uncured nor has Seller received any notice of any legal action or proceeding instituted by any Tenant against Seller. (xii) To Seller’s knowledgeProperty, all installments of interest and all other sums required to be paid under the terms of the Loan Documents have been paid and the principal amount secured thereby is $40,000,000. Except as set forth on Schedule 7 hereto, Seller has not received any written notice alleging such a default which has not been cured. Seller has heretofore delivered to Purchaser a true and complete copy of each of the Loan Documents. (xiii) To Seller’s knowledge, Seller has received no written notice of any violation of any law, municipal or other governmental ordinance, code, decree, rule, regulation or requirement against or affecting the Property. (xiv) No work has been performed (or is in progress) on behalf of Seller, and no materials have been furnished to Seller, which may give rise to any mechanic’s, materialmen’s or other liens against the Property or any portion thereof, except where Seller has paid or will pay such persons, in full, for all materials supplied or work/services furnished to or at the Property. (xv) There are no service contracts between Seller and any third party with respect to owner of the Property, except for and as the Service Contracts set forth on Schedule 5 hereof. (xvi) Schedule 8 is a true, correct and complete list of all Brokerage Agreements that are in effect as of the Effective Date. All currently due and owing brokerage commissions under the Brokerage Agreements same have been paid. The Brokerage Agreements will remain in effect after the Closing Date and Purchaser will be required amended, modified or supplemented from time to pay amounts due thereunder for renewals, extensions and other post-closing events in accordance with their terms, including, without limitation, approximately $355,000 which will become due and payable to Broker. Such amounts shall become due and payable to Broker after the Effective Date, and no credits or adjustments time prior to the Purchase Price shall be given to Purchase with respect to such amounts. (xvii) Except as set forth on the current tax bills, Seller has not received written notice of any special governmental assessments or charges which have been levied against the Property, nor does Seller know of any pending or threatened special assessments affecting the Property. (xviii) There are no employees of Seller at the Property or otherwise, who, by reason of any Federal, State, County, municipal or other law, ordinance, order, requirement or regulation, or by reason of any union or other employment contract, written or otherwise, or any other reason whatsoever, would become employees of Purchaser as a result of the transactions contemplated by this Agreement. By the execution date of this Agreement, Purchaser is neither expressly nor implicitly assuming including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the Hazardous Substances Transportation Act (49 U.S.C. § 1802 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Emergency Planning and Community Right to Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Radon and Indoor Air Quality Research Act (42 U.S.C. § 7401 note, et seq.), the Superfund Amendment Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.), comparable state and local laws, and any liability, obligation, cost or expense whatsoever with respect and all rules and regulations which have become effective prior to the date of this Agreement under any employment contract, employee benefit plan or arrangement, employment policy or practice, collective bargaining agreement, union contract, employment related claims whether based on statute, common law, tort or otherwise or any other liability relating in any way to employeesand all of the aforementioned laws. (xix) Seller has not knowingly and or deliberately omitted any material documents or information in the Property Information and/or rent roll delivered by Seller or otherwise made available to Purchaser.

Warranties and Representations of Seller. Seller represents and warrants that, as The warranties in this Article 3 shall survive the Closing for the period of the Effective Dateapplicable statute of limitations on written contracts. The Seller warrants and represents to Buyer, its successors and assigns as follows: (i) 3.1 Seller is a limited liability company and is corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller is duly qualified , and in good standing has the corporate power and holds all rights, privileges, franchises, immunities, licenses, permits, authorizations and approvals (governmental or otherwise) necessary to do business as a foreign entity in the State of New Jersey. The execution, delivery own and performance by Seller of the terms of this Agreement have been duly authorized by all necessary member action operate its properties and do not conflict with the operating agreement of Seller or any agreement to which Seller is bound or is a party or require the consent of any partycarry on and conduct its business. (ii) 3.2 The Seller has full right and power to enter into, and authority to execute, deliver and carry out perform its obligations under under, this Agreement and all documents to be executed in connection herewith and Agreement; has taken all necessary requisite corporate action to authorize the execution, delivery and performance of this Agreement and all documents to be executed the consummation of the sale and purchase of the Assets described in connection herewith. All persons executing Section 1.1 and the other transactions contemplated by this Agreement; and this Agreement on behalf of Seller have has been duly authorized to do so. (iii) This Agreement authorized, executed and delivered by the Seller and is binding upon, and enforceable against, the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. 3.3 Seller has and will have at the Closing good and marketable title to all of the Assets covered by this Agreement, subject only to bankruptcy free and creditor’s rights lawsclear of all claims, matters affecting creditors of Seller generally liens and general equitable principles (whether asserted in an action encumbrances. 3.4 There is no product warranty or liability claim, no litigation at law or in equity), no arbitration proceeding, and no proceeding or investigation before or by any commission, agency or other administrative or regulatory body or authority, pending or, to the knowledge of the Seller, threatened against or affecting Seller, or the Willow Lake Products, which would impair or adversely affect the Assets, or prohibit the sale of the rights, properties or Assets contemplated by this Agreement. (iv) No suit3.5 Schedule A contains a true, actionaccurate and complete schedule setting forth all trademarks, arbitration trade names, and copyrights, other intellectual property and all related registrations, rights, privileges, franchises and immunities and all applications pending or legal administrative to be filed therefor, related to the Willow Lake Products. Except as disclosed in Schedule A, no licenses, sublicenses, covenants, agreements or other proceeding is pending arrangements have been granted or threatened against Seller that may affect in a material adverse way the Property or Seller’s ability to comply with its obligations hereunder. (v) The execution, delivery and performance of this Agreement entered into by Seller in accordance with the terms of this Agreement, will not violate, conflict with or result in a breach respect of any agreement of such trademarks and copyrights, rights, privileges, franchises, immunities or any law, regulation, contract, agreement, commitment, order, judgment applications pending or decree to which Seller is a party or by which it is or may be boundfiled therefor. (vi) Seller is not a “foreign person” as defined in the IRC, nor is Seller (a) a person or entity described by Section 1 of Executive Order 13224 Blocking Property 3.6 Schedule B and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism 66 Federal Register 49,079 September 24, 2001, or (b) knowingly engages in any dealings or transactions or is otherwise associated with any such persons or entities. (vii) Schedule 2 includes C contain a true, correct accurate and complete list schedule setting forth the costs and sales data reflected therein. 3.7 No claims or lawsuits have been asserted within the last three years by any third party alleging that Seller does not have the right to use the "Willow Lake" mark in its present business. To the best of all Leases and Occupancy Agreements relating to the PropertySeller's knowledge, including all amendments, modifications and supplements thereto, in effect as thexx xre no infringements by third parties of the date "Willow Lake" mark, material to Seller's present business. 3.8 No contraxx xights of the Effective Date that have been entered into by Seller. At Closingany third party shall affect Buyer with regard to any Assets conveyed herein, the Leases listed on Schedule 2 shall be deemed amended to include any Permitted Lease Changes that Seller has entered into and delivered copies thereof to Purchaser prior to Closing (or if entered into ten (10) or fewer days before Closing, at Closing). There are no security deposits held by Seller or any Affiliate of Seller under the Leases or Occupancy Agreements. Seller has delivered to Purchaser on or before the Effective Date true, correct and complete copies of all the Leases and Occupancy Agreements (including all amendments, modifications and supplements thereto) listed on Schedule 2. Seller has not assigned its rights under any of the Leases or Occupancy Agreements except as set forth in the Loan Documentson Schedule D annexed hereto. (viii) Except to 3.9 Neither this Agreement nor the extent made available to Purchaser during the Due Diligence Period, Seller has not received any written notice of any currently existing default or breach on the part sale and purchase of the landlord under Assets or any Lease, nor, to the best of Seller’s knowledge, does there currently exist any material default or breach on the part of the landlord under any Lease. Except as set forth in any of the schedules attached to other transaction contemplated by this Agreement was induced or in the Rent Roll, all of the landlord’s obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full and all concessions (other than any unexpired rent abatement set forth in the Leases) from the landlord under the Leases have been paid and performed in full by the Closing Date. (ix) Schedule 6 is a true and complete list of the rent roll for the Property as of the Effective Date, which rent roll reflects the base rent amounts, any rent arrearages, the term of any Leases or Occupancy Agreements and any unexercised options to extend the term of any Leases or Occupancy Agreements. An updated rent roll, reflecting the facts then existing, shall be delivered at Closing and certified as true and complete at such time. (x) Except as contemplated by (i) this Agreement, or (ii) any document (including, without limitation, any Permitted Encumbrance, Master Lease 103, Master Lease 104, the Leases and the closing deliveries) expressly identified herein by reference to such document or a group of related documents (such as, without limitation, Permitted Encumbrances) or listed on any exhibit hereto, Seller has not granted to procured through any person, firm, corporation or other entity acting on behalf of, or representing the Seller as a broker, finder, investment banker, financial advisor or acting in any right or option to acquire Seller’s interest in the Property or any portion thereof, except to the extent such right has expired or been waivedsimilar capacity. (xi) To Seller’s knowledge, 3.10 Schedule E reflects the promotional schedule and costs committed by Seller has received no written notice that it is in default under any of the Leases in a case where such default remains uncured nor has Seller received any notice of any legal action or proceeding instituted by any Tenant against Seller. (xii) To Seller’s knowledge, all installments of interest and all other sums required to be paid under the terms of the Loan Documents have been paid and the principal amount secured thereby is $40,000,000. Except as set forth on Schedule 7 hereto, Seller has not received any written notice alleging such a default which has not been cured. Seller has heretofore delivered to Purchaser a true and complete copy of each of the Loan Documents. (xiii) To Seller’s knowledge, Seller has received no written notice of any violation of any law, municipal or other governmental ordinance, code, decree, rule, regulation or requirement against or affecting the Property. (xiv) No work has been performed (or is in progress) on behalf of Seller, and no materials have been furnished to Seller, which may give rise to any mechanic’s, materialmen’s or other liens against the Property or any portion thereof, except where Seller has paid or will pay such persons, in full, for all materials supplied or work/services furnished to or at the Property. (xv) There are no service contracts between Seller and any third party with respect to the Property, except for the Service Contracts set forth on Schedule 5 hereof. (xvi) Schedule 8 is a true, correct and complete list of all Brokerage Agreements that are in effect Willow Lake Products as of the Effective Datedate of Closing. All currently due Seller agrees that it will pay the cost of all such promotions scheduled for November as outlined on Schedule E. Seller also agrees to pay for those promotions scheduled for December totaling $78,000.00 as outlined on Schedule E and owing brokerage commissions under the Brokerage Agreements have been paidbalance of all such promotional costs shall be Buyer's responsibility.. If Seller has failed to list on Schedule E a promotion that was scheduled by Seller, Seller shall pay the cost of that promotion. The Brokerage Agreements will remain in effect Buyer retains the right to cancel any of the promotions listed on Schedule E after the Closing Date and Purchaser will be required to pay amounts due thereunder for renewals, extensions and other post-closing events in accordance with their terms, including, without limitation, approximately $355,000 which will become due and payable to Broker. Such amounts shall become due and payable to Broker after the Effective Date, and no credits or adjustments to the Purchase Price shall be given to Purchase with respect to such amountsdate of Closing. (xvii) Except as set forth on the current tax bills, Seller has not received written notice of any special governmental assessments or charges which have been levied against the Property, nor does Seller know of any pending or threatened special assessments affecting the Property. (xviii) There are no employees of Seller at the Property or otherwise, who, by reason of any Federal, State, County, municipal or other law, ordinance, order, requirement or regulation, or by reason of any union or other employment contract, written or otherwise, or any other reason whatsoever, would become employees of Purchaser as a result of the transactions contemplated by this Agreement. By the execution of this Agreement, Purchaser is neither expressly nor implicitly assuming any liability, obligation, cost or expense whatsoever with respect to any employment contract, employee benefit plan or arrangement, employment policy or practice, collective bargaining agreement, union contract, employment related claims whether based on statute, common law, tort or otherwise or any other liability relating in any way to employees. (xix) Seller has not knowingly and or deliberately omitted any material documents or information in the Property Information and/or rent roll delivered by Seller or otherwise made available to Purchaser.