Common use of Warranties and Representations Pertaining to Real Estate and Legal Matters Clause in Contracts

Warranties and Representations Pertaining to Real Estate and Legal Matters. (i) The information contained in the recitals is true and correct. (ii) Except as disclosed to the Buyer in writing, there is no litigation, claim, or arbitration, pending or threatened, with regard to the Property or its operation. (iii) No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings are pending or, to the best of the Seller’s knowledge, threatened against the Seller, nor are any such proceedings contemplated by the Seller. (iv) To the best of the Seller’s knowledge after due inquiry, the construction, occupancy, and operation of the Property materially conform to and comply with all applicable city, county, state, and federal law, statutes, ordinances, and regulations. (v) To the best of the Seller’s knowledge after due inquiry, there are no material structural defects in any building or structure, nor are there any major repairs required to operate the building or structures in a lawful, safe, and efficient manner. (vi) The Seller is the legal and beneficial fee simple titleholder of the Property and has good, marketable, and insurable title to the Property, free and clear of all liens, encumbrances, claims, covenants, conditions, restrictions, easements, rights of way, options, judgments, or other matters, except as disclosed by the preliminary title report. There shall be no change in the ownership, operation, or control of the Seller from the date of this Agreement until the Closing Date. (vii) The electrical, plumbing, heating, and air conditioning systems, if any, and any other utility systems will be in substantially the same condition at closing as when the Buyer conducted its inspection. (viii) The improvements and personal property listed in the inventory is all located at the Property and is all of the personal property used in the operation of the Property, other than personal property owned by tenants. (ix) The Seller has not entered into any other contracts for the sale of the Property, nor do there exist any rights of first refusal or options to purchase the Property. (x) The Seller has not received any notices from any insurance company of any defects or inadequacies in the Property. (xi) Any licenses and permits obtained by the Seller have been fully paid for and are not subject to any liens, encumbrances, or claims of any kind. (xii) The Seller has not sold, transferred, conveyed, or entered into any agreement regarding “air rights” or other development rights or restrictions relating to the Property. (xiii) To the best of the Seller’s knowledge, the Property is materially in compliance with applicable local, state and federal environmental standards and requirements affecting it. (xiv) The Seller has not received any notices of violation or advisory action by regulatory agencies regarding environmental control matters or permit compliance with respect to the Property. (xv) The Seller has not transferred hazardous waste from the Property to another location that is not in compliance with applicable environmental laws, regulations, or permit requirements. To the best of the Seller’s knowledge, no other person has transferred hazardous waste from the Property to another location that is not in compliance with applicable environmental laws, regulations, or permit requirements. (xvi) There are no proceedings, governmental administrative actions, or judicial proceedings pending or, to the best of the Seller’s knowledge, contemplated under any federal, state, or local laws regulating the discharge of hazardous or toxic materials or substances into the environment. (xvii) To the best of the Seller’s knowledge, the Seller has not, during its ownership of the Property, stored, produced, or disposed of any hazardous substance, including asbestos, on the Property.

Warranties and Representations Pertaining to Real Estate and Legal Matters. (i) The information contained in the recitals is true and correct. (ii1) Except as disclosed to the Buyer Purchaser in writing, to Seller’s actual knowledge there is no litigation, claim, or arbitration, pending or threatened, with regard to the Property or its operation. (iii2) No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings are pending or, to the best of the Seller’s knowledge, threatened against the Seller, nor are any such proceedings proceeding contemplated by the Seller. (iv3) To the best of the Seller’s knowledge after due inquiryactual knowledge, the construction, occupancy, and operation of the Property materially conform conforms to and comply complies with all applicable city, county, state, and federal law, statutes, ordinances, and regulations. (v) regulations and is materially in compliance with applicable state and federal environmental standards and requirements affecting it. To the best of the Seller’s actual knowledge after due inquiry, there are no material structural defects in notices of violation or advisory action by regulatory agencies regarding environmental control matters or permit compliance with respect to the Property and there are no proceedings, governmental administrative actions, or judicial proceedings pending or contemplated under any building federal, state, or structure, nor are there any major repairs required local laws regulating the discharge of hazardous or toxic materials or substances into the environment relating to operate the building or structures in a lawful, safe, and efficient mannerProperty. (vi4) The At closing, the Seller is shall be the legal and beneficial fee simple titleholder title holder of the Property and has have good, marketable, and insurable title to the Property, and to the best of its knowledge, free and clear of all liens, encumbrances, claims, covenants, conditions, restrictions, easements, rights of way, options, judgments, or other matters, except as disclosed by the preliminary title report. There shall be no change in the ownership, operation, or control of the Seller from the date of this Agreement until the Closing Date. (vii5) The electricalAS/IS. EXCEPT FOR THE EXPRESS REPRESENTATIONS, plumbingWARRANTIES AND COVENANTS OF SELLER SET FORTH IN THIS AGREEMENTT, heatingBUYER SHALL PURCHASE THE PROPERTY IN ITS “AS-IS” CONDITION AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, BY SELLER. Buyer acknowledges and air conditioning systems, if any, and any other utility systems will be in substantially the same condition at closing as when the Buyer conducted its inspection. (viii) The improvements and personal property listed in the inventory is all located at the Property and is all of the personal property used in the operation of the Propertyagrees that, other than personal property owned the covenants, representations and warranties expressly stated in this Agreement and in any document executed by tenants. (ix) The Seller pursuant to this Agreement, Seller has not entered into made, does not make, and specifically negates and disclaims any other contracts for the sale of the Propertyrepresentations, nor do there exist any rights of first refusal warranties, promises, covenants, agreements, or options to purchase the Property. (x) The Seller has not received any notices from any insurance company guaranties of any defects kind or inadequacies in the Property. (xi) Any licenses and permits obtained by the Seller have been fully paid for and are not subject to any lienscharacter whatsoever, encumbranceswhether express or implied, oral or written, past, present, or claims of any kind. (xii) The Seller has not soldfuture, transferredof, conveyedas to, concerning, or entered into any agreement regarding “air rights” or other development rights or restrictions relating to the Property. (xiii) To the best of the Seller’s knowledge, the Property is materially in compliance with applicable local, state and federal environmental standards and requirements affecting it. (xiv) The Seller has not received any notices of violation or advisory action by regulatory agencies regarding environmental control matters or permit compliance with respect to the Property. (xv) The Seller has not transferred hazardous waste from the Property to another location that is not in compliance with applicable environmental laws, regulations, or permit requirements. To the best of the Seller’s knowledge, no other person has transferred hazardous waste from the Property to another location that is not in compliance with applicable environmental laws, regulations, or permit requirements. (xvi) There are no proceedings, governmental administrative actions, or judicial proceedings pending or, to the best of the Seller’s knowledge, contemplated under any federal, state, or local laws regulating the discharge of hazardous or toxic materials or substances into the environment. (xvii) To the best of the Seller’s knowledge, the Seller has not, during its ownership of the Property, stored, produced, or disposed of any hazardous substance, including asbestos, on the Property.

Warranties and Representations Pertaining to Real Estate and Legal Matters. (i) The information contained in the recitals is true and correct. (ii1) Except as disclosed to the Buyer Purchaser in writing, to Seller’s actual knowledge there is no litigation, claim, or arbitration, pending or threatened, with regard to the Property or its operation. (iii2) No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings are pending or, to the best of the Seller’s knowledge, threatened against the Seller, nor are any such proceedings proceeding contemplated by the Seller. (iv3) To the best of the Seller’s knowledge after due inquiryactual knowledge, the construction, occupancy, and operation of the Property materially conform conforms to and comply complies with all applicable city, county, state, and federal law, statutes, ordinances, and regulations. (v) regulations and is materially in compliance with applicable state and federal environmental standards and requirements affecting it. To the best of the Seller’s actual knowledge after due inquiry, there are no material structural defects in notices of violation or advisory action by regulatory agencies regarding environmental control matters or permit compliance with respect to the Property and there are no proceedings, governmental administrative actions, or judicial proceedings pending or contemplated under any building federal, state, or structure, nor are there any major repairs required local laws regulating the discharge of hazardous or toxic materials or substances into the environment relating to operate the building or structures in a lawful, safe, and efficient mannerProperty. (vi4) The At closing, the Seller is shall be the legal and beneficial fee simple titleholder title holder of the Property and has have good, marketable, and insurable title to the Property, and to the best of its knowledge, free and clear of all liens, encumbrances, claims, covenants, conditions, restrictions, easements, rights of way, options, judgments, or other matters, except as disclosed by the preliminary title report. There shall be no change in the ownership, operation, or control of the Seller from the date of this Agreement until the Closing Date. (vii5) The electricalAS/IS. EXCEPT FOR THE EXPRESS REPRESENTATIONS, plumbingWARRANTIES AND COVENANTS OF SELLER SET FORTH IN THIS AGREEMENTT, heatingBUYER SHALL PURCHASE THE PROPERTY IN ITS “AS-IS” CONDITION AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, BY SELLER. Xxxxx acknowledges and air conditioning systems, if any, and any other utility systems will be in substantially the same condition at closing as when the Buyer conducted its inspection. (viii) The improvements and personal property listed in the inventory is all located at the Property and is all of the personal property used in the operation of the Propertyagrees that, other than personal property owned the covenants, representations and warranties expressly stated in this Agreement and in any document executed by tenants. (ix) The Seller pursuant to this Agreement, Seller has not entered into made, does not make, and specifically negates and disclaims any other contracts for the sale of the Propertyrepresentations, nor do there exist any rights of first refusal warranties, promises, covenants, agreements, or options to purchase the Property. (x) The Seller has not received any notices from any insurance company guaranties of any defects kind or inadequacies in the Property. (xi) Any licenses and permits obtained by the Seller have been fully paid for and are not subject to any lienscharacter whatsoever, encumbranceswhether express or implied, oral or written, past, present, or claims of any kind. (xii) The Seller has not soldfuture, transferredof, conveyedas to, concerning, or entered into any agreement regarding “air rights” or other development rights or restrictions relating to the Property. (xiii) To the best of the Seller’s knowledge, the Property is materially in compliance with applicable local, state and federal environmental standards and requirements affecting it. (xiv) The Seller has not received any notices of violation or advisory action by regulatory agencies regarding environmental control matters or permit compliance with respect to the Property. (xv) The Seller has not transferred hazardous waste from the Property to another location that is not in compliance with applicable environmental laws, regulations, or permit requirements. To the best of the Seller’s knowledge, no other person has transferred hazardous waste from the Property to another location that is not in compliance with applicable environmental laws, regulations, or permit requirements. (xvi) There are no proceedings, governmental administrative actions, or judicial proceedings pending or, to the best of the Seller’s knowledge, contemplated under any federal, state, or local laws regulating the discharge of hazardous or toxic materials or substances into the environment. (xvii) To the best of the Seller’s knowledge, the Seller has not, during its ownership of the Property, stored, produced, or disposed of any hazardous substance, including asbestos, on the Property.