Xxxxxxxxx. The parties expressly acknowledge and agree that the Property does not include the security system and equipment, if any, located at the Property, including, but not limited to, panels, monitors and sensor lights, which are and shall remain the personal property of Seller and shall not be included in the sale of the Property to Purchaser. Seller is removing its security system and equipment from the Property on or prior to the closing date of this sale. This act is made and accepted subject to all matters of record affecting the Property. The parties hereto declare that they do not hereby intend, by the execution of these presents, to interrupt, or suspend, the running of any prescription or preemption which has run or may run in connection with any such matters of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more of such matters which may not now or hereafter be binding upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as of the date hereof. In accordance with La. R.S. 9:2721(A), from and after the date of this act of Cash Sale, (a) the name of the person responsible for all property taxes and assessments is Purchaser, and (b) all future property tax and assessment notices should be mailed to the Purchaser’s address shown above. The parties hereto do hereby waive and dispense with the production of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the parties thereto in several counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
Xxxxxxxxx. The parties expressly acknowledge A. For all "layoffs" (severance of employment without the intent to replace the Employee dismissed), all discharges for "incompetence," as hereinafter referred to in Paragraph E hereof, and agree that all discharges for "cause," as hereinafter referred to in Paragraph C hereof, the Property does not include Company agrees to notify the security system Union before officially notifying the Employee concerned of the proposed termination (except in the case of News Desk Associates employed by the Company in Chicago with less than ninety (90) days service who are on probation and equipmentwho may be terminated for cause). Where such notification to the Union has been oral, it will be confirmed in writing. At the Union's request the Company agrees to meet immediately with the Union to discuss the question, and, if anyno agreement can be reached at such meeting, located at the PropertyUnion shall have the right to meet with the immediate supervisor of the Employee concerned, includinghis/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but not limited tomay be severed at any time on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, panels, monitors or unless the Company has occasioned the delay in meeting beyond such fourteen (14) calendar days. It is understood that with respect to "layoffs" and sensor lights, which are discharges for "incompetence" the final decision is to remain with the Company and shall remain the personal property of Seller and such decision shall not be included subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall neither notify the Employee nor discuss the matter with the Employee prior to notification to the Employee by the Company. The grievance meeting provided for in the sale Grievance and Arbitration Articles of this Agreement may be waived as a prerequisite to arbitration by mutual consent of the Property to Purchaser. Seller is removing its security system and equipment from the Property on or prior to the closing date of this sale. This act is made and accepted subject to all matters of record affecting the Property. The parties hereto declare that they do not hereby intend, by the execution of these presents, to interrupt, or suspend, the running of any prescription or preemption which has run or may run in connection with any such matters of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more of such matters which may not now or hereafter be binding upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as of the date hereof. In accordance with La. R.S. 9:2721(A), from and after the date of this act of Cash Sale, (a) the name of the person responsible for all property taxes and assessments is Purchaser, and (b) all future property tax and assessment notices should be mailed to the Purchaser’s address shown above. The parties hereto do hereby waive and dispense with the production of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public Company and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for Union provided that the nonproduction thereof. This Cash Sale may be executed by the parties thereto meeting hereinbefore referred to in several counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrumentthis Article has been held.
Appears in 2 contracts
Samples: Supplemental Agreement, Supplemental Agreement
Xxxxxxxxx. The parties expressly acknowledge and agree XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16, 1999, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC., A DELAWARE CORPORATION (THE "CORPORATION"), SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stock, par value $.01 per share No of Shares: ____ shares of Class B Common Stock, par value $.01 per share This certifies that _________________________ (the Property does not include "Holder") has transferred to thc undersigned Trustee or is otherwise the security system and equipment, if any, located at beneficial owner of the Property, including, but not limited to, panels, monitors and sensor lights, which are and shall remain the personal property above-stated number of Seller and shall not be included Shares (as defined in the sale Voting Trust Agreement referred to below) of Edison Schools Inc., a Delaware corporation (the "Corporation"), to be held by the Trustee pursuant to the terms of the Property to Purchaser. Seller is removing its security system and equipment from Voting Trust Agreement dated as of November 16, 1999 (the Property on or prior "Voting Trust Agreement"), a copy of which agreement has been delivered to the closing date above-named Holder and filed in the registered office of this sale. This act is made and accepted subject to all matters the Corporation in the State of record affecting the PropertyDelaware. The parties hereto declare that they do not hereby intendHolder, or its registered assigns, will be entitled (i) to receive payments equal to any and all cash dividends collected by the execution Trustee on the above-stated number of these presents, to interrupt, or suspend, the running of any prescription or preemption which has run or may run in connection with any such matters of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more of such matters which may not now or hereafter be binding upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTYShares, (Bii) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale to receive all other dividends or distributions except to the extent that property received is made and accepted for and required to be deposited in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges trust created by the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as of the date hereof. In accordance with La. R.S. 9:2721(A), from and after the date of this act of Cash Sale, (a) the name of the person responsible for all property taxes and assessments is PurchaserVoting Trust Agreement, and (biii) to receive a certificate or certificates representing that number of Shares on the termination of the Voting Trust Agreement, in accordance with its provisions This Voting Trust Certificate is transferable on the books maintained by the Trustee at the principal office of the Trustee by the registered holder hereof in person or by duly authorized attorney, and upon surrender hereof; and until so transferred the Trustee may treat the registered holder hereof as the absolute owner hereof for all future property tax and assessment notices should be mailed to the Purchaser’s address shown abovepurposes. The parties hereto do Holder and each subsequent registered holder hereof by the acceptance of this Voting Trust Certificate agrees to be bound by all of the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this Voting Trust Certificate. EXECUTED this ______ day of ___________________, 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby waive sells, assigns, and dispense with transfers unto the production of any within Voting Trust Certificate and all certificates and/or researches required by law rights and relieve interests represented thereby, and release does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the undersigned Notaries Public and books of the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for within-named Trustee with full power of substitution in the nonproduction thereofpremises. This Cash Sale may be executed by the parties thereto in several counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.Date: ___________________________
Appears in 2 contracts
Samples: Voting Trust Agreement (Wells Fargo & Co/Mn), Voting Trust Agreement (Wells Fargo & Co/Mn)
Xxxxxxxxx. The parties expressly acknowledge and agree that the Property does not include the security system and equipment, if any, located at the Property, including, but not limited to, panels, monitors and sensor lights, which are and SUPPLIER shall remain the personal property of Seller and shall not be included in the sale obliged to take out insurance against all risks of the Property product liability as an automotive parts supplier, to Purchasermaintain this insurance and to provide evidence of this insurance to XX. Seller is removing its security system and equipment from the Property on or XXXXXXXXX prior to the closing date conclusion of the contract and, upon request, at any time, at least, however, once a year, each in January. This shall be done by submission of a current insurance confirmation. The same shall apply with regard to the conclusion and evidence of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice to the end of a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination of the QAA shall not have any effect on the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this saleQAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be made in writing to be valid. The required form can only be waived by a declaration in writing. If and insofar as individual provisions of this QAA are or should become invalid or unfeasible, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion be discovered, this shall be regulated in accordance with the discernible wishes of the CONTRACTUAL PARTNERS. This act is made and accepted subject to all matters agreement shall be governed by German law under exclusion of record affecting the PropertyUN Convention on Contracts for the International Sale of Goods (CISG). The parties hereto declare that they do not hereby intendexclusive place of jurisdiction shall be Coburg. However, by XX. XXXXXXXXX shall be entitled to take legal action at the execution SUPPLIER’s principal place of these presents, to interrupt, or suspend, the running of any prescription or preemption which has run or may run business. Supplementary provisions The following provisions in connection with any such matters of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more of such matters which may not now or hereafter their respective version shall be binding upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as of the date hereof. In accordance with La. R.S. 9:2721(A), from and after the date an integral part of this act agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of Cash SaleXX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, (a) it is also possible to download other important documents, such as the name of the person responsible for all property taxes and assessments is Purchaser, and (b) all future property tax and assessment notices should be mailed to the Purchaser’s address shown above. The parties hereto do hereby waive and dispense with the production of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bondsapplication concession supplier products, if anyrequired. Kronach - Neuses, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the parties thereto in several counterparts………………… Musterhausen, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.………………….
Appears in 2 contracts
Samples: Quality Assurance Agreement, Quality Assurance Agreement
Xxxxxxxxx. The Lease Agreement was prepared and signed to by The Board and they saw it fit to include an Arbitration Clause. Evidently, parties expressly acknowledge would be encouraged to seek the route of arbitration therefore costs, expenses and agree delays (perceived or actual) must have been contemplated. Additionally, the fact that this matter includes these points of law does not preclude arbitration or make it undesirable. Allowing the matter to proceed to arbitration would, far from preventing the just disposal of proceedings, be promoting adherence of the parties to what they have contracted for. (See Xxxxxxxx Xxxx-Xxxx case, paragraph 27). Xx. Xxxxxxx Xxxxxxxx aptly and succinctly summarises the pragmatic approach in the Tri-Star case: “Section 20 of the Arbitration Act provides that the Property does not include Arbitrator may state in the security system and equipmentform of a special case for the opinion of the court, any question of law arising in the course of the reference.” [36] Similarly, if any, located at the Property, including, but not limited to, panels, monitors and sensor lights, which are and shall remain the personal property issues of Seller and shall not be included in the sale validity of the Property lease and the fiduciary duty of the Board arise for determination by the Arbitrator, then it is possible for the points to Purchaserbe stated by way of special case. Seller [37] Justice Xxxxxxxx continues: “There is removing its security system in any event nothing to preclude the parties appointing an arbitrator with legal training to resolve all questions…it is for all these reasons that I think that the tension (if any) between the principle that parties should be held to their bargain to go to arbitration, and equipment from the Property on or prior principle that points of law are best determined by the court, should resolve itself, and xxx, in favour of a stay of proceedings in order for the matter to be arbitrated as agreed.” Disposition [38] In concluding, I am of the view that the Defendant/Applicant, ARD 2K Electronics Company Ltd., is entitled to the closing date of this sale. This act is made and accepted subject to all matters of record affecting the Propertystay which it has sought. The parties hereto declare Claimant/Respondent, Board of Trustees of the Kingston Port Workers Superannuation Fund, has not satisfied me that they do not hereby intend, there is any good or sufficient reason to refuse a stay. Any anticipated points of law can be adequately dealt with by the execution of these presents, Arbitrator utilizing prescribed procedures under the Arbitration Act. There is nothing for this court to interrupt, try or suspend, determine having referred the running of any prescription or preemption which has run or may run in connection with any such matters of record affecting the Property, nor do the parties intend matter to revive, establish or initiate any one or more of such matters which may not now or hereafter be binding upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQarbitration.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as of the date hereof. In accordance with La. R.S. 9:2721(A), from and after the date of this act of Cash Sale, (a) the name of the person responsible for all property taxes and assessments is Purchaser, and (b) all future property tax and assessment notices should be mailed to the Purchaser’s address shown above. The parties hereto do hereby waive and dispense with the production of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the parties thereto in several counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
Appears in 1 contract
Samples: supremecourt.gov.jm
Xxxxxxxxx. The parties expressly acknowledge Landlord shall indemnify and agree that agrees to fully defend, save and hold harmless on an after-tax basis Tenant and any of its officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates (as defined in the Property SPA)(each a "UAG Indemnified Party"), if a UAG Indemnified Party shall at any time or from time to time suffer any Costs (as hereinafter defined) arising, directly or indirectly, out of or resulting from, or shall pay or become obligated to pay any sum on account of any untruth or inaccuracy in any representation or warranty of Landlord provided herein and upon notice from a UAG Indemnified Party, Landlord agrees to defend, contest or otherwise protect such UAG Indemnified Party against third party claims at its sole cost and expense and otherwise pay all Costs. Each UAG Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of its choice. If Landlord fails timely to defend, contest or otherwise protect against any third party claim, the UAG Indemnified Party shall have the right to do so including, without limitation, the right to make any compromise or settlement thereof and each UAG Indemnified Party shall be entitled to recover the entire Costs thereof from Landlord including, without limitation, attorney's fees, disbursements and amounts paid (or of which the UAG Indemnified Party has become obligated to pay) as the result of any third party claim. Failure by Landlord to notify the UAG Indemnified Party of its election to defend any third party claim within fifteen (15) days after notice thereof shall have been given to Landlord, shall be deemed a waiver by Landlord of its right to defend the third party claim. If Landlord assumes the defense of the particular third party claim, Landlord shall not consent to entry of any judgment or enter into any settlement, except with the written consent of the affected UAG Indemnified Party. In addition, Landlord shall not enter into any settlement of any third party claim which does not include as an unconditional term thereof the security system and equipmentgiving by the claimant to the UAG Indemnified Party a full release from all liability in respect of such third party claim. Notwithstanding the foregoing, if any, located at the Property, including, but not limited to, panels, monitors and sensor lights, which are and shall remain the personal property of Seller and Landlord shall not be included in entitled to control, and the sale UAG Indemnified Party shall be entitled to have sole control over, the defense or settlement of any third party claim to the extent the third party claim seeks an order, injunction or other equitable relief against the UAG Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Property to PurchaserUAG Indemnified Party. Seller is removing its security system and equipment from the Property on or prior to the closing date of this sale. This act is made and accepted subject to all matters of record affecting the Property. The parties hereto declare that they do not hereby intend, by the execution of these presents, to interrupt, or suspend, the running of any prescription or preemption which has run or may run in connection with any such matters of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more of such matters which may not now or hereafter be binding upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as of the date hereof. In accordance with La. R.S. 9:2721(A), from and after the date of this act of Cash Sale, (a) the name of the person responsible for all property taxes and assessments is Purchaser, and (b) all future property tax and assessment notices should be mailed to the Purchaser’s address shown above. The parties hereto do hereby waive and dispense with the production of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the parties thereto in several counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.In
Appears in 1 contract
Xxxxxxxxx. The parties expressly acknowledge and agree XXX, INC.: INDEMNITEE: ------------------------------------- --------------------- Xxxxxx X. Xxxxx Xxxx X. Xxxxxxxx Senior Vice President/General Counsel Addresses for notice: Xxxxxxxxx.xxx, Inc. ------------------------ 00000 Xxxxxxx Xxxxx Road ------------------------ Xxxxxxxx Xxxxxxx, XX 00000 ------------------------ Attn: Chief Executive Officer With a copy to: Xxxxxxxxx.xxx, Inc. 00000 Xxxxxxx Xxxxx Road Westlake Village, CA 91362 Attn: General Counsel EXHIBIT B-1 INDEMNIFICATION RESOLUTIONS TO BE ADOPTED ----------------------------------------- BY THE BOARD OF DIRECTORS OF HOMESTORE -------------------------------------- RESOLVED, that the Property does not include indemnification and reimbursement provided by the security system existing indemnity agreements entered into between the Corporation and equipment, if any, located at the Property, including, but not limited its directors and officers is intended to, panelsand shall, monitors and sensor lights, which are and shall remain apply in circumstances where the personal property of Seller and shall not be included "agent" (as defined in the sale agreement) is or is threatened to be a witness or otherwise is or is preparing to be a participant in a proceeding; FURTHER RESOLVED, that the scope of indemnification under the indemnity agreements is intended to be to the maximum extent permitted by applicable law, and if the law regarding the standards under Delaware law for entitlement to indemnification (currently believed to be that the person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Property Corporation and, with respect to Purchaser. Seller is removing its security system and equipment from the Property on any criminal action or prior proceeding, had no reasonable cause to the closing date of this sale. This act is made and accepted subject to all matters of record affecting the Property. The parties hereto declare that they do not hereby intend, by the execution of these presents, to interrupt, or suspendbelieve his conduct was unlawful) shall permit broader contractual indemnification, the running of any prescription or preemption which has run or may run in connection with any such matters of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more of such matters which may not now or hereafter be binding upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as of the date hereof. In accordance with La. R.S. 9:2721(A), from and after the date of this act of Cash Sale, (a) the name of the person responsible for all property taxes and assessments is Purchaser, and (b) all future property tax and assessment notices should be mailed to the Purchaser’s address shown above. The parties hereto do hereby waive and dispense with the production of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the parties thereto in several counterparts, each of which when so executed agreements shall be deemed amended to incorporate such broader indemnification; and FURTHER RESOLVED, that for purposes of the indemnity agreements and subsequent review of a determination that an agent is not entitled to indemnity, the termination of any proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that an indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by the indemnity agreement or applicable law; and neither the failure of any forum selected pursuant to the procedures described in the indemnity agreement to have made a determination as to whether the indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by any such selected forum (other than a court with jurisdiction over the Indemnitee) that the indemnitee has not met such standard of conduct or the judicial determination that the indemnitee should be an originalindemnified under the indemnity agreement or applicable law, but all such counterparts shall together constitute but one and be a defense to the same instrumentindemnitee's claim or create a presumption that the indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
Xxxxxxxxx. The parties expressly acknowledge xxx and agree each of its subsidiaries have withheld with respect to its employees all federal and state income Taxes, Taxes pursuant to the Federal Insurance Contribution Act ("FICA"), Taxes pursuant to the Federal Unemployment Tax Act ("FUTA") and other Taxes required to be withheld. (iii) There is no material Tax deficiency outstanding, proposed or assessed against xxxxxxxxx.xxx or any of its subsidiaries, nor has xxxxxxxxx.xxx or any of its subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax that is still in effect. (iv) No audit or other examination of any Return of xxxxxxxxx.xxx or any of its subsidiaries by any Tax authority is presently in progress, nor has xxxxxxxxx.xxx or any of its subsidiaries been notified of any request for such an audit or other examination. (v) No adjustment of Tax relating to any Returns filed by xxxxxxxxx.xxx or any of its subsidiaries has been proposed in writing formally or informally by any Tax authority to xxxxxxxxx.xxx or any of its subsidiaries or any representative thereof. (vi) Neither xxxxxxxxx.xxx nor any of its subsidiaries has any liability for unpaid Taxes which has not been accrued for or reserved on the Property does not include xxxxxxxxx.xxx Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is material to xxxxxxxxx.xxx, other than any liability for unpaid Taxes that may have accrued since the security system date of the xxxxxxxxx.xxx Balance Sheet in connection with the operation of the business of xxxxxxxxx.xxx and equipmentits subsidiaries in the ordinary course. (vii) There is no contract, if anyagreement, located at the Propertyplan or arrangement to which xxxxxxxxx.xxx is a party, including, including but not limited to, panels, monitors and sensor lights, which are and shall remain the personal property of Seller and shall not be included in the sale of the Property to Purchaser. Seller is removing its security system and equipment from the Property on or prior to the closing date provisions of this sale. This act is made Agreement and accepted subject to all matters of record affecting the Property. The parties hereto declare that they do not hereby intend, by the execution of these presents, to interrupt, or suspend, the running of any prescription or preemption which has run or may run agreements entered into in connection with this Agreement, covering any such matters employee or former employee of record affecting xxxxxxxxx.xxx or any of its subsidiaries that, individually or collectively, would be reasonably likely to give rise to the Propertypayment of any amount that would not be deductible pursuant to Sections 280G, nor do the parties intend to revive, establish 404 or initiate any one or more of such matters which may not now or hereafter be binding upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A162(m) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum Code. (viii) Neither xxxxxxxxx.xxx nor any of ($ .00its subsidiaries has filed any consent agreement under Section 341(f) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as of the date hereof. In accordance with La. R.S. 9:2721(A), from and after the date of this act of Cash Sale, (aCode or agreed to have Section 341(f)(2) the name of the person responsible for all property taxes and assessments is Purchaser, and Code apply to any disposition of a subsection (bf) all future property tax and assessment notices should be mailed to asset (as defined in Section 341(f)(4) of the Purchaser’s address shown aboveCode) owned by xxxxxxxxx.xxx. The parties hereto do hereby waive and dispense with the production of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the parties thereto in several counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.9
Appears in 1 contract
Xxxxxxxxx. The parties expressly acknowledge During the Remaining Term, you shall continue to be eligible for the Severance Amount, but Section 3.8 of the Employment Agreement shall cease to apply effective as of the commencement of the Advisory Term. Notwithstanding any other provision of this Advisory Agreement, in the event that, during the Advisory Term, your employment is terminated by the Company without Cause or you voluntarily terminate your employment for Good Reason, you shall be entitled to (i) the annual base salary you would have received had you remained employed through May 3, 2019 (the “Advisory Severance Amount”) and agree that (ii) continued participation in the Property does not include the security system benefits set forth in Sections 3.3 and equipment, if any, located 3.7 of your Employment Agreement (or at the PropertyCompany’s discretion, including, but not limited to, panels, monitors and sensor lights, which are and shall remain the personal property of Seller and shall not be included participation in the sale of the Property to Purchaser. Seller is removing its security system and equipment from the Property on or prior to the closing date of this sale. This act is made and accepted subject to all matters of record affecting the Property. The parties hereto declare that they do not hereby intend, equivalent benefits obtained by the execution of these presents, Company for you that shall be as close as reasonably possible to interrupt, or suspend, the running of any prescription or preemption which has run or may run in connection with any such matters of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more of such matters which may not now or hereafter be binding upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser those benefits that you receive as of the date hereof. In accordance with La. R.S. 9:2721(Aof termination) through May 3, 2019 (the “Advisory Severance Benefits”), from in each case less all applicable withholding and after other applicable taxes and deductions; provided that (x) you execute and deliver to the Company, and do not revoke, a Release and (y) you have not materially breached as of the date of such termination any provisions of your Employment Agreement or this act Advisory Agreement and do not materially breach such provisions at any time during the Relevant Period (as defined below). The Company’s obligation to make such payment and to provide such benefits shall be cancelled upon the occurrence of Cash Saleany such material breach and, in the event such payment has already been made or benefits have been provided, you shall repay to the Company such payment and the value of such benefits within 30 days after demand therefor; provided, however, such repayment shall not be required if the Company shall have materially breached your Employment Agreement or this Advisory Agreement prior to the time of your breach. The Advisory Severance Amount shall be paid in cash in a single lump sum on the later of (1) the first day of the month following the month in which such termination occurs and (2) the date the Revocation Period (as defined in the Release) has expired, and the Advisory Severance Benefits shall commence on the date your employment terminates. Notwithstanding anything in this paragraph to the contrary, if a Release is not executed and delivered to the Company within 60 days of such termination of employment (or if such Release is revoked in accordance with its terms), the Advisory Severance Amount shall not be paid and the Advisory Severance Benefits shall terminate. For the avoidance of doubt, (aA) you expressly agree that the name change in your authority, duties or responsibilities in connection with your transition to Special Advisor shall not constitute “Good Reason” for purposes of this Advisory Agreement and (B) upon the expiration of the person responsible Advisory Term, or upon the termination of your employment for all property taxes and assessments is Purchaser, and (b) all future property tax and assessment notices should be mailed Cause or due to the Purchaser’s address shown above. The parties hereto do hereby waive and dispense expiration of this Advisory Agreement or by your death or Disability, or by your voluntary termination of your employment hereunder for any reason other than Good Reason, you shall be entitled only to the payment of such installments of your annual base salary that have been earned through the date of such expiration and/or termination and, other than in connection with the production expiration of any the Advisory Term, the Company shall provide you and all certificates and/or researches required by law your dependents continued participation in the Company’s health and relieve and release medical benefits (or at the undersigned Notaries Public and the sureties on our respective notarial bondsCompany’s discretion, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed participation in equivalent benefits obtained by the parties thereto in several counterparts, each of which when so executed Company for you and your dependents that shall be deemed as close as reasonably possible to be an originalthose benefits that you and your dependents receive as of the date of termination) through May 3, but all such counterparts shall together constitute but one and the same instrument2019.
Appears in 1 contract
Samples: Retirement and Advisory Agreement (Barnes & Noble Inc)
Xxxxxxxxx. Xxx amounts recexxxx xx Xxxxxx xith respect to this Note are to be applied first to any accrued and unpaid interest on the principal balance of this Note, then toward any amounts (other than principal and interest) due pursuant to this Note, and then to the outstanding principal balance of this Note. Interest shall be computed based on the actual number of days elapsed in a 365-day year. If any payment required hereunder becomes due and payable on a Saturday, Sunday or legal holiday or a day on which banking institutions are authorized to close in New York State, the due date of such payment shall be extended to the next succeeding business day and, during such extension, interest shall continue to accrue and shall be payable at the rate per annum specified in Paragraph A above. "Indentures" as used herein shall mean the (i) the Indenture, dated as of June 27, 1994, between Maker and The parties Bank of New York relating to the 12.5% A Discount First Mortgage Notes Due 2004, and (ii) the Indenture, dated as of June 27, 1994, between Maker and The Bank of New York relating to the 11% B Discount First Mortgage Notes Due 2009. The failure of Maker to pay any installment of principal or interest or any other amount required by this Note, which failure remains uncured for more than 10 working days after the receipt by Maker of notice from Holder of such nonpayment, shall constitute a "Note Event of Default." Holder shall be entitled during the pendency of a Note Event of Default, by notice to Maker, to declare the entire unpaid principal amount of this Note, and all accrued and unpaid interest thereon immediately due and payable. Presentment for payment, demand, protest and further notice of any kind, are all hereby expressly acknowledge waived by Maker. Forbearance by Holder in exercising its right to accelerate the maturity of this Note shall not constitute a waiver of Holder's right to do so at any time with respect to any subsequent Note Event of Default. No cure by Maker shall limit or restrict the rights or remedies of Holder as to subsequent Note Events of Default. This Note is a full recourse Note, provided that in no event shall any general or limited partner of Maker have any liability to Holder hereunder. To secure this Note and agree that the Property does not include obligations of Maker to Holder hereunder, Maker hereby grants to Holder a second priority lien anx xxxurity interest in all rights, title and interest of Maker in and to Maker's now owned or hereafter acquired, created or arising accounts, inventory, equipment, general tangibles, chattel paper, instruments, documents, deposit accounts, monies, assets, personal property and all additions or substitutions thereof and cash and non-cash proceeds of the foregoing ("Collateral"), subject and subordinate in all respects to the security system interest granted to the Trustee under the Collateral Documents. In no event shall the security interest granted hereunder be deemed to extend to any property that constitutes real property under applicable law. From and equipmentafter, if anyand during the continuance of, located at a Note Event of Default, Holder shall be entitled to exercise all of the Propertyrights and remedies of a secured party available under the Uniform Commercial Code of the State of New York for the protection and enforcement of its rights in respect of the Collateral. Anything to the contrary herein notwithstanding, includingthe terms of this Note shall be construed and applied so as to be consistent with, but and not limited toto result in a default by the Maker under, panelsthe terms and conditions of the Indentures and the Collateral Documents (defined herein as such term is defined in the Indentures). In the event of any conflict between the terms hereof and the terms of the Indentures or the Collateral Documents, monitors and sensor lightsthe terms hereof shall be deemed to have been reformed so as to eliminate any such conflict. Notwithstanding any provision to the contrary contained in this Note, the total obligation for payments which are and shall remain the personal property of Seller and legally regarded as interest shall not be included exceed the maximum limits imposed by applicable state and federal laws in the sale of the Property to Purchaser. Seller is removing its security system and equipment from the Property effect on or prior to the closing date of this sale. This act is made and accepted subject to all matters of record affecting the Property. The parties hereto declare that they do not hereby intend, by the execution of these presents, to interrupt, or suspend, the running of any prescription or preemption which has run or may run in connection with any such matters of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more of such matters which may not now or hereafter be binding upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as of the date hereof. In accordance with La. R.S. 9:2721(A)Maker waives all notices, from demands for payment, presentment for payment, notice of dishonor, notice of protest, protest, and after diligence in collection as to this Note and as to each, every and all installments hereof, and agrees that the date granting to Maker of any extension or extensions of time for the payment of any sum or sums due pursuant to this Note shall not in any way release or affect the liability of Maker. Maker shall pay Holder all sums which are payable pursuant to the terms of this act Note without setoff, recoupment or deduction of Cash Saleany kind or for any reason whatsoever. No provision of this Note may be waived, (a) changed, modified, amended or discharged orally; only a written agreement which is signed by the name party against whom enforcement of any waiver, change, modification, amendment or discharge is sought shall be effective. This Note shall be governed by, and construed and enforced in accordance with, the laws of the person responsible for all property taxes and assessments is Purchaser, and (b) all future property tax and assessment notices should be mailed to the Purchaser’s address shown above. The parties hereto do hereby waive and dispense with the production State of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for the nonproduction thereofNew York. This Cash Sale Note may not be executed assigned to any person or entity by Holder without the parties thereto in several counterparts, each express prior written consent of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrumentMaker.
Appears in 1 contract
Samples: Chelsea Piers Lp
Xxxxxxxxx. Xx the Effective Time, the Surviving Corporation and Mr. XxXxxxxxx xxxl enter into a Deferred Compensation Agreement to replace severance compensation and benefits otherwise payable to Mr. XxXxxxxxx xxxer his existing Executive Severance Agreement which had been entered into by Mr. XxXxxxxxx xx May 14, 1998. Pursuant to such agreement, the Surviving Corporation will credit $1,200,000 to a nonforfeitable deferred compensation account for Mr. XxXxxxxxx. Xxe Surviving Corporation will credit interest on the value of the account in arrears on the last business day of each quarter at a rate of interest equal to the composite "prime rate" as quoted in the Eastern Edition of the Wall Street Journal for that day. The parties expressly acknowledge and agree account will be paid to Mr. XxXxxxxxx xx five annual installments commencing on the fifth anniversary of the Effective Time; provided that commencement of payments will be accelerated in the event of Mr. XxXxxxxxx'x xxxability, death or termination without cause. In addition, upon a change in control of the Surviving Corporation, the account will be paid to Mr. XxXxxxxxx xx a lump sum. In the event that any amount to be paid under the Deferred Compensation Agreement would be an "excess parachute payment" within the meaning of the Code, then the Surviving Corporation may propose that the Property does not include payments to be made under the security system and equipmentagreement be reduced to the minimum extent necessary so that no portion of such payment, if anyso reduced, located at constitutes an excess parachute payment. If Mr. XxXxxxxxx xxxees to any such reduction, interest credited to the Propertyaccount will be reduced to the minimum extent necessary so that no portion of such interest to be paid, includingas so reduced, but constitutes an excess parachute payment. If Mr. XxXxxxxxx xxxs not limited toagree to such reduction, panels, monitors and sensor lights, which are and shall remain then the personal property of Seller and shall not be included Surviving Corporation may accelerate payments to Mr. XxXxxxxxx xx the extent required so that no payment to Mr. XxXxxxxxx xxxer the agreement will constitute an excess parachute payment. Mr. XxXxxxxxx xx entitled to receive in the sale of the Property to Purchaser. Seller is removing its security system and equipment from the Property on or prior same manner as provided in Mr. XxXxxxxxx'x Xxxcutive Severance Agreement an additional "gross-up payment" to the closing date of this sale. This act is made extent necessary to offset any federal, state and accepted subject to all matters of record affecting the Property. The parties hereto declare that they do not hereby intendlocal income tax, by the execution of these presents, to interrupt, or suspend, the running of any prescription or preemption which has run or may run in connection with any such matters of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more of such matters which may not now or hereafter be binding employment tax and excise tax upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQexcess parachute payment.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as of the date hereof. In accordance with La. R.S. 9:2721(A), from and after the date of this act of Cash Sale, (a) the name of the person responsible for all property taxes and assessments is Purchaser, and (b) all future property tax and assessment notices should be mailed to the Purchaser’s address shown above. The parties hereto do hereby waive and dispense with the production of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the parties thereto in several counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
Appears in 1 contract
Xxxxxxxxx. The parties expressly acknowledge Issuers, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications. All notices and agree that communications (other than those sent to Holders) will be deemed to have been duly given: at the Property does not include the security system and equipmenttime delivered by hand, if anypersonally delivered; five Business Days after being deposited in the mail, located postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Any notice or communication mailed (or, in the case of Global Notes, sent to the Depositary pursuant to Applicable Procedures) to a Holder shall be sent to the Holder at the Property, including, but not limited to, panels, monitors and sensor lights, which are Holder’s address as it appears on the registration books of the Registrar and shall remain be sufficiently given if so sent within the personal property of Seller and time prescribed. Failure to mail or otherwise send a notice or communication to a Holder or any defect in it shall not be included affect its sufficiency with respect to other Holders. If a notice or communication is sent in the sale of manner provided above, it is duly given, whether or not the Property to Purchaser. Seller is removing its security system and equipment from the Property on or prior to the closing date of this sale. This act is made and accepted subject to all matters of record affecting the Propertyaddressee receives it. The parties hereto declare Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that they do not hereby intend, by the execution of these presents, to interrupt, or suspend, the running of any prescription or preemption which has run or may run in connection with any such matters of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more of such matters which may not now or hereafter be binding upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as of the date hereof. In accordance with La. R.S. 9:2721(A), from and after the date of this act of Cash Sale, (a) the name party providing such written instructions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and such originally executed instructions or directions shall be signed by an authorized representative of the person responsible for all property taxes and assessments is Purchaser, and party providing such instructions or directions. If the party elects to give the Trustee e-mail or facsimile instructions (bor instructions by a similar electronic method) all future property tax and assessment notices should be mailed to the Purchaser’s address shown above. The parties hereto do hereby waive and dispense with the production of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bondsTrustee in its discretion elects to act upon such instructions, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the parties thereto in several counterparts, each Trustee’s understanding of which when so executed such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to be an originalassume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, but all such counterparts shall together constitute but one including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties. If a notice or communication is sent in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. If the Issuers send a notice or communication to Holders, they will send a copy to the Trustee and each Agent at the same instrument.time. 121
Appears in 1 contract
Xxxxxxxxx. The parties expressly acknowledge Title: Managing Director For itself and agree that as a Representative of the Property does not include several Underwriters named in Schedule I to the security system and equipment, if any, located at applicable Pricing Agreement Accepted as of the Property, includingdate hereof (with respect to, but not limited subject to the terms of, Pricing Agreements to which the undersigned is or is deemed to be a signatory): HSBC SECURITIES (USA) INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director For itself and as a Representative of the several Underwriters named in Schedule I to the applicable Pricing Agreement Accepted as of the date hereof (with respect to, panelsbut subject to the terms of, monitors Pricing Agreements to which the undersigned is or is deemed to be a signatory): XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director For itself and sensor lightsas a Representative of the several Underwriters named in Schedule I to the applicable Pricing Agreement ANNEX I FORM OF PRICING AGREEMENT _____________, 2022 As Representative[s] of the several Underwriters named in Schedule I hereto c/o ____________________ Ladies and Gentlemen: WALMART INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated __________, 2022, (the “Underwriting Agreement”), between the Company, on the one hand, and you, as parties which are signatories or deemed to be signatories to the Underwriting Agreement, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall remain be deemed to be a part of this Pricing Agreement to the personal property of Seller same extent as if such provisions were set forth in full herein; and shall not be included in the sale each of the Property representations and warranties set forth therein shall be deemed to Purchaser. Seller is removing its security system have been made at and equipment from as of the Property on or prior to the closing date of this salePricing Agreement, except that each representation and warranty in Section 2 of the Underwriting Agreement that refers to the Pricing Prospectus or the Prospectus shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Pricing Prospectus or the Prospectus to the fullest extent applicable and also a representation and warranty as of the date of this Pricing Agreement in relation to the Pricing Prospectus or the Prospectus relating to the Designated Securities. This act is made Each reference to the Representatives herein and accepted subject in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to all matters of record affecting refer to you. Unless otherwise defined herein, terms defined in the PropertyUnderwriting Agreement are used herein as therein defined. The parties hereto declare that they do Prospectus (including a prospectus supplement relating to the Designated Securities), in all material respects in the form heretofore delivered to you, is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not hereby intend, by the execution of these presentsjointly, to interruptpurchase from the Company, or suspendat the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the running principal amount of any prescription or preemption which has run or may run in connection with any such matters of record affecting Designated Securities set forth opposite the Property, nor do the parties intend to revive, establish or initiate any one or more name of such matters which may not now or hereafter be binding upon the Property and/or the parties Underwriter in Schedule I hereto. To have If the foregoing is in accordance with your understanding, please sign and return to hold the Property unto the Purchaserus five counterparts hereof, and Purchaser’s successorsupon acceptance hereof by you, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration on behalf of each of the price Underwriters, this letter and sum of ($ .00) DOLLARS cashsuch acceptance hereof, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and exigible in 20 are paidthe Company. Taxes for the current year have been prorated between Seller and Purchaser Very truly yours, WALMART INC. By: Name: Title: Accepted as of the date hereof. In accordance with La. R.S. 9:2721(A), from : [NAME OF REPRESENTATIVE] By: Name: Title: [[NAME OF REPRESENTATIVE] By: Name: Title: ] For themselves and after the date of this act of Cash Sale, (a) the name as Representative[s] of the person responsible for all property taxes and assessments is Purchaserseveral Underwriters named in Schedule I hereto SCHEDULE I Underwriter Principal Amount of Designated Securities to be Purchased $ TOTAL $ SCHEDULE II TITLE OF DESIGNATED SECURITIES: ________________ due _________________ (the “Designated Securities”). AGGREGATE PRINCIPAL AMOUNT: ____________ of the Designated Securities. PRICE TO PUBLIC: __% of the principal amount of the Designated Securities, and (b) all future property tax and assessment notices should be mailed to the Purchaser’s address shown above. The parties hereto do hereby waive and dispense with the production of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bondsplus accrued interest, if any, from any _________________. PURCHASE PRICE TO UNDERWRITERS: __% of the principal amount of the Designated Securities, plus accrued interest, if any, from _____________________; and all liability and/or responsibility for the nonproduction thereofselling concession shall be __% and the reallowance concession shall be __%, in each case of the principal amount of the Designated Securities. This Cash Sale may be executed INDENTURE: Indenture, dated as of July 19, 2005, as supplemented by the parties thereto in several counterpartsFirst Supplemental Indenture, dated as of December 1, 2006, the Second Supplemental Indenture, dated as of December 19, 2014, and the Third Supplemental Indenture, dated as of June 26, 2018, each between the Company and The Bank of which when so executed shall be deemed to be an originalNew York Mellon Trust Company, but all such counterparts shall together constitute but one and the same instrument.N.A., as Trustee. MATURITY:
Appears in 1 contract
Samples: Pricing Agreement (Walmart Inc.)
Xxxxxxxxx. The parties expressly acknowledge Employer may terminate Executive without Cause during the Contract Period upon four weeks’ prior written notice to Executive, and agree that Executive may resign for Good Reason during the Property does not include the security system and equipment, if any, located at the Property, includingContract Period, but only in full accordance with the terms of the second full paragraph of this Section 9a. If Employer terminates Executive’s employment during the Contract Period without Cause or if Executive resigns during the Contract Period for Good Reason in full accordance with the terms of the second full paragraph of this Section 9a, Employer shall, subject to Executive’s full and timely tender of performance under Section 14 of this Agreement, pay to Executive (except as stated in the next sentence) on that date which is ninety (90) days after the termination of his employment a lump sum equal to two (2) times the highest annual compensation, including only salary and cash bonus, paid to Executive during any of the three calendar years immediately prior to the Change in Control (the “Lump Sum Payment”). If on the date that is 90 days after termination of Executive’s employment, Executive has signed the Company’s require release document, but the time that Executive may revoke the release document has not limited toexpired, panelspayment will be made after the time to revoke has expired. Executive may not resign with Good Reason, monitors and sensor lights, which are and shall remain the personal property of Seller and shall not be included in the sale considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the Property initial existence of the act or failure to Purchaser. Seller is removing its security system and equipment from act by Employer which Executive believes to constitute “Good Reason” within the Property on or prior to the closing date meaning of this sale. This act is made and accepted subject to all matters of record affecting the Property. The parties hereto declare that they do not hereby intendAgreement, by the execution of these presentsprovides Employer with written notice which describes, to interrupt, or suspendin particular detail, the running act or failure to act which Executive believes to constitute “Good Reason” and identifies the particular clause of any prescription Section 1d of this Agreement which Executive contends is applicable to such act or preemption which has run or may run in connection with any such matters failure to act; (ii) Employer, within thirty (30) days of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more its receipt of such matters which may not now notice, fails or hereafter be binding upon the Property and/or the parties hereto. To have and refuses to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, rescind such act or remedy such failure to act so as to eliminate “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALSGood Reason” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as termination by Executive of the date hereof. In accordance his employment relationship with La. R.S. 9:2721(A), from and after the date of this act of Cash Sale, (a) the name of the person responsible for all property taxes and assessments is PurchaserEmployer, and (biii) all future property tax and assessment notices should be mailed Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to act by Employer which constitutes “Good Reason” within the Purchaser’s address shown abovemeaning of this Agreement. The parties hereto do hereby waive and dispense If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by Executive of his employment with the production of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the parties thereto in several counterparts, each of which when so executed Employer shall not be deemed to have been for “Good Reason”; he shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with Employer for “Good Reason”; and, in particular, Employer shall not be required to pay any amount which would otherwise have been due to Executive under this Section 9 of this Agreement had Executive resigned with “Good Reason”. Employer and Executive acknowledge that any termination of Executive’s employment without Cause or resignation for Good Reason under this Section 9 of this Agreement is intended to qualify as a “Separation from Service” under Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h). Executive and Employer agree that Executive will not, at any time subsequent to a termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, as an originalemployee or independent contractor, but all provide services to Employer or any affiliate of Employer at an annual rate which is more than twenty percent (20%) of the services rendered, on average, during the thirty six (36) full calendar months immediately preceding such counterparts shall together constitute but one and termination without Cause or resignation for Good Reason under this Section 9 of this Agreement (or the same instrumentfull period for which Executive provided services to Employer (whether as an employee or as an independent contractor) if Executive has, at the time of termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, been providing services for a period of less than thirty six (36) months).
Appears in 1 contract
Xxxxxxxxx. The parties expressly acknowledge Employer may terminate Executive without Cause during the Contract Period upon four weeks’ prior written notice to Executive, and agree that Executive may resign for Good Reason during the Property does not include the security system and equipment, if any, located at the Property, includingContract Period, but only in full accordance with the terms of the second full paragraph of this Section 9a. If Employer terminates Executive’s employment during the Contract Period without Cause or if Executive resigns during the Contract Period for Good Reason in full accordance with the terms of the second full paragraph of this Section 9a, Employer shall, subject to Executive’s full and timely tender of performance under Section 14 of this Agreement, pay to Executive on (except as stated in the next sentence) that date which is ninety (90) days after the termination of his employment a lump sum equal to two (2) times the highest annual compensation, including only salary and cash bonus, paid to Executive during any of the three calendar years immediately prior to the Change in Control (the “Lump Sum Payment”). If on the date that is 90 days after termination of Executive’s employment, Executive has signed the Company’s required release document, but the time that Executive may revoke the release document has not limited toexpired, panelspayment will be made after the time to revoke has expired. Executive may not resign with Good Reason, monitors and sensor lights, which are and shall remain the personal property of Seller and shall not be included in the sale considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the Property initial existence of the act or failure to Purchaser. Seller is removing its security system and equipment from act by Employer which Executive believes to constitute “Good Reason” within the Property on or prior to the closing date meaning of this sale. This act is made and accepted subject to all matters of record affecting the Property. The parties hereto declare that they do not hereby intendAgreement, by the execution of these presentsprovides Employer with written notice which describes, to interrupt, or suspendin particular detail, the running act or failure to act which Executive believes to constitute “Good Reason” and identifies the particular clause of any prescription Section 1d of this Agreement which Executive contends is applicable to such act or preemption which has run or may run in connection with any such matters failure to act; (ii) Employer, within thirty (30) days of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more its receipt of such matters which may not now notice, fails or hereafter be binding upon the Property and/or the parties hereto. To have and refuses to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, rescind such act or remedy such failure to act so as to eliminate “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALSGood Reason” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as termination by Executive of the date hereof. In accordance his employment relationship with La. R.S. 9:2721(A), from and after the date of this act of Cash Sale, (a) the name of the person responsible for all property taxes and assessments is PurchaserEmployer, and (biii) all future property tax and assessment notices should be mailed Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to act by Employer which constitutes “Good Reason” within the Purchaser’s address shown abovemeaning of this Agreement. The parties hereto do hereby waive and dispense If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by Executive of his employment with the production of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the parties thereto in several counterparts, each of which when so executed Employer shall not be deemed to have been for “Good Reason”; he shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with Employer for “Good Reason”; and, in particular, Employer shall not be required to pay any amount which would otherwise have been due to Executive under this Section 9 of this Agreement had Executive resigned with “Good Reason”. Employer and Executive acknowledge that any termination of Executive’s employment without Cause or resignation for Good Reason under this Section 9 of this Agreement is intended to qualify as a “Separation from Service” under Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h). Executive and Employer agree that Executive will not, at any time subsequent to a termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, as an originalemployee or independent contractor, but all provide services to Employer or any affiliate of Employer at an annual rate which is more than twenty percent (20%) of the services rendered, on average, during the thirty six (36) full calendar months immediately preceding such counterparts shall together constitute but one and termination without Cause or resignation for Good Reason under this Section 9 of this Agreement (or the same instrumentfull period for which Executive provided services to Employer (whether as an employee or as an independent contractor) if Executive has, at the time of termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, been providing services for a period of less than thirty six (36) months).
Appears in 1 contract
Xxxxxxxxx. The parties expressly acknowledge 3.01 All the obligations contained in the Xxxxxxxxx (except for Article 6, line 1 of Article 15, Article 36 and agree that Exhibits B and E) conferred and imposed upon Sublessor (as tenant therein) except as modified and amended by this Sublease, are hereby conferred and imposed upon Sublessee with respect to its relationship with Sublessor hereunder. Sublessee covenants and agrees to fully and faithfully perform the Property does not include terms and conditions of the security system Xxxxxxxxx and equipment, if any, located at the Property, including, but not limited to, panels, monitors and sensor lights, which are and shall remain the personal property of Seller and Sublease on its part to be performed. Sublessee shall not do or cause to be included done or suffer or permit any act to be done which would or might cause the Xxxxxxxxx, or the rights of Sublessor as tenant under the Xxxxxxxxx to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor's executing this Sublease, that if there is any conflict between the provisions of this Sublease and the provisions of the Xxxxxxxxx which would permit any act or thing to be done which is prohibited by the Xxxxxxxxx then the provisions of the Xxxxxxxxx shall prevail. If the Xxxxxxxxx terminates or is terminated for any reason whatsoever (except for gross negligence or willful misconduct of Sublessor as tenant under the Xxxxxxxxx), then this Sublease shall terminate simultaneously therewith without any liability between Sublessor and Sublessee, except such liability accruing pursuant to this Sublease. Notwithstanding the foregoing, in the sale event termination of the Property to Purchaser. Seller Xxxxxxxxx is removing its security system and equipment from the Property on or prior to the closing date of this sale. This act is made and accepted subject to all matters of record affecting the Property. The parties hereto declare that they do not hereby intend, by the execution of these presents, to interrupt, or suspend, the running of any prescription or preemption which has run or may run in connection with any such matters of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more of such matters which may not now or hereafter be binding upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration solely a result of the price and sum acts or omissions of ($ .00) DOLLARS cashSublessee, which Purchaser has well and truly paidthen Sublessee shall pay to Sublessor upon such termination, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes all rental payments due and exigible in 20 are paid. Taxes hereunder for the current year have been prorated between Seller and Purchaser as balance of the date hereof. In accordance with La. R.S. 9:2721(A), from and after the date of this act of Cash Sale, (a) the name of the person responsible for all property taxes and assessments is Purchaser, and (b) all future property tax and assessment notices should be mailed term remaining subsequent to the Purchaser’s address shown above. The parties hereto do hereby waive and dispense with the production of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the parties thereto in several counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrumenttermination.
Appears in 1 contract
Samples: Sublease Agreement (Cognizant Technology Solutions Corp)
Xxxxxxxxx. The parties expressly acknowledge Name: Xxxxx X. XxXxxxxxx Title: Chief Financial Officer EXHIBIT M-2 TO THE CREDIT AGREEMENT AS SEPARATELY EXECUTED PARENT GUARANTOR SOLVENCY CERTIFICATE IRON AGE HOLDINGS CORPORATION I, Xxxxx X. XxXxxxxxx, Chief Financial Officer of Iron Age Holdings Corporation, a Delaware corporation (the "Parent Guarantor") hereby certify that ---------------- I am the Chief Financial Officer of the Parent Guarantor and agree that I am duly authorized to execute this Solvency Certificate on behalf of the Parent Guarantor, which is hereby delivered pursuant to Section 3.01(k)(xv) of the Credit Agreement dated as of April 24, 1998 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among Iron Age ---------------- Corporation, a Delaware corporation, the Parent Guarantor, the Lender Parties from time to time party thereto and Banque Nationale de Paris, as Swing Line Bank and as Agent for the Lender Parties. Unless otherwise defined herein, capitalized terms defined in the Credit Agreement are used herein as therein defined. I further certify that I am familiar with the properties, businesses, assets, finances and operations of the Parent Guarantor and its Subsidiaries and have carefully reviewed the Transaction Documents and the contents of this Solvency Certificate and, in connection herewith, I have reviewed such other documentation and information and I have made such investigation and inquiries as I deem necessary and prudent therefor. I further certify, on behalf of the Parent Guarantor, that the Property does not include financial information and assumptions that underlie and form the security system basis for the representations and equipment, if any, located at the Property, including, but not limited to, panels, monitors and sensor lights, which are and shall remain the personal property of Seller and shall not be included certifications made in the sale of the Property to Purchaser. Seller is removing its security system and equipment from the Property on or prior to the closing date of this sale. This act is Solvency Certificate were reasonable when made and accepted subject were made in good faith and continue to all matters of record affecting the Property. The parties hereto declare that they do not hereby intend, by the execution of these presents, to interrupt, or suspend, the running of any prescription or preemption which has run or may run in connection with any such matters of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more of such matters which may not now or hereafter be binding upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser reasonable as of the date hereof. In accordance with La. R.S. 9:2721(A)The Parent Guarantor understands that the Agent, from the Lender Parties and after the date Hedge Banks are relying upon the truth and accuracy of this act of Cash SaleSolvency Certificate in connection with the transactions contemplated by the Loan Documents. I do hereby further certify, (a) the name on behalf of the person responsible for all property taxes and assessments is PurchaserParent Guarantor, and (b) all future property tax and assessment notices should be mailed to the Purchaser’s address shown above. The parties hereto do hereby waive and dispense with the production of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the parties thereto in several counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.that:
Appears in 1 contract
Xxxxxxxxx. The parties expressly acknowledge and agree that “Subrogation Claims” shall mean the Property does not include the security system and equipmentsubrogation claims, if any, located held by insurers under the D&O Policies. “Unknown Claims” shall mean any Released Claim, as defined herein, that any Releasor, as defined herein, does not know or suspect to exist in his, her or its favor at the Propertytime of giving the release in this Agreement that if known by him, includingher or it, but not limited tomight have affected his, panels, monitors her or its settlement and sensor lights, which are and shall remain the personal property of Seller and shall not be included release in the sale of the Property this Agreement. With respect to Purchaser. Seller is removing its security system and equipment from the Property on or prior to the closing date of this sale. This act is made and accepted subject to all matters of record affecting the Property. The parties hereto declare that they do not hereby intend, by the execution of these presents, to interrupt, or suspend, the running of any prescription or preemption which has run or may run in connection with any such matters of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more of such matters which may not now or hereafter be binding upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as of the date hereof. In accordance with La. R.S. 9:2721(A), from and after the date of this act of Cash Sale, (a) the name of the person responsible for all property taxes and assessments is Purchaser, and (b) all future property tax and assessment notices should be mailed to the Purchaser’s address shown above. The parties hereto do hereby waive and dispense with the production of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the parties thereto in several counterpartsReleased Claims, each Releasor shall expressly waive or be deemed to have waived, and by operation of the Approval Order shall have waived the provisions, rights and benefits of California Civil Code § 1542 (to the extent it applies herein), which when so executed provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORS. Each Releasor expressly waives, and shall be deemed to have waived, and by operation of the Approval Order shall have waived any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, that is similar, comparable or equivalent in effect to California Civil Code § 1542. The Releasors may hereafter discover facts in addition to or different from those that any of them now knows or believes to be an originaltrue with respect to the subject matter of the Released Claims, but each Releasor shall expressly have and shall be deemed to have, and by operation of the Approval Order shall have fully, finally and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, that now exist or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including conduct that is negligent, 9 reckless, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such counterparts different or additional facts. Each Releasor acknowledges and shall be deemed to have acknowledged, and by operation of the Approval Order shall have acknowledged, that the foregoing waiver was separately bargained for and a key element of the settlement of which this release is a part. “Xxxxxxxx” shall mean Xxxxxx X. Xxxxxxxx, Xx. “WMI Entities” shall mean WMI, WMILT, WMIIC, together constitute but one with their present and the same instrumentformer subsidiaries, affiliates, successors and assigns, including, without limitation, WMI Holdings Corp. Section 1.3.
Appears in 1 contract
Xxxxxxxxx. The parties expressly acknowledge and agree XXX, INC.: INDEMNITEE: -------------------------------------- ---------------------------- Xxxxxx X. Xxxxx Xxxxx X. Xxxxxx III Senior Vice President/General Counsel Addresses for notice: Xxxxxxxxx.xxx, Inc. ------------------------ 00000 Xxxxxxx Xxxxx Road ------------------------ Westlake Village, CA 91362 ------------------------ Attn: Chief Executive Officer With a copy to: Xxxxxxxxx.xxx, Inc. 00000 Xxxxxxx Xxxxx Road Westlake Village, CA 91362 Attn: General Counsel EXHIBIT B-1 INDEMNIFICATION RESOLUTIONS TO BE ADOPTED ----------------------------------------- BY THE BOARD OF DIRECTORS OF HOMESTORE -------------------------------------- RESOLVED, that the Property does not include indemnification and reimbursement provided by the security system existing indemnity agreements entered into between the Corporation and equipment, if any, located at the Property, including, but not limited its directors and officers is intended to, panelsand shall, monitors and sensor lights, which are and shall remain apply in circumstances where the personal property of Seller and shall not be included "agent" (as defined in the sale agreement) is or is threatened to be a witness or otherwise is or is preparing to be a participant in a proceeding; FURTHER RESOLVED, that the scope of indemnification under the indemnity agreements is intended to be to the maximum extent permitted by applicable law, and if the law regarding the standards under Delaware law for entitlement to indemnification (currently believed to be that the person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Property Corporation and, with respect to Purchaser. Seller is removing its security system and equipment from the Property on any criminal action or prior proceeding, had no reasonable cause to the closing date of this sale. This act is made and accepted subject to all matters of record affecting the Property. The parties hereto declare that they do not hereby intend, by the execution of these presents, to interrupt, or suspendbelieve his conduct was unlawful) shall permit broader contractual indemnification, the running of any prescription or preemption which has run or may run in connection with any such matters of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more of such matters which may not now or hereafter be binding upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as of the date hereof. In accordance with La. R.S. 9:2721(A), from and after the date of this act of Cash Sale, (a) the name of the person responsible for all property taxes and assessments is Purchaser, and (b) all future property tax and assessment notices should be mailed to the Purchaser’s address shown above. The parties hereto do hereby waive and dispense with the production of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the parties thereto in several counterparts, each of which when so executed agreements shall be deemed amended to incorporate such broader indemnification; and FURTHER RESOLVED, that for purposes of the indemnity agreements and subsequent review of a determination that an agent is not entitled to indemnity, the termination of any proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that an indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by the indemnity agreement or applicable law; and neither the failure of any forum selected pursuant to the procedures described in the indemnity agreement to have made a determination as to whether the indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by any such selected forum (other than a court with jurisdiction over the Indemnitee) that the indemnitee has not met such standard of conduct or the judicial determination that the indemnitee should be an originalindemnified under the indemnity agreement or applicable law, but all such counterparts shall together constitute but one and be a defense to the same instrumentindemnitee's claim or create a presumption that the indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
Xxxxxxxxx. The parties expressly acknowledge A. For all “layoffs” (severance of employment without the intent to replace the Employee dismissed), all discharges for “incompetence,” as hereinafter referred to in Paragraph E hereof, and agree that all discharges for “cause,” as hereinafter referred to in Paragraph C hereof, the Property does not include Company agrees to notify the security system Union before officially notifying the Employee concerned of the proposed termination (except in the case of News Desk Associates employed by the Company in Chicago with less than ninety (90) days service who are on probation and equipmentwho may be terminated for cause). Where such notification to the Union has been oral, it will be confirmed in writing. At the Union’s request the Company agrees to meet immediately with the Union to discuss the question, and, if anyno agreement can be reached at such meeting, located at the PropertyUnion shall have the right to meet with the immediate super- visor of the Employee concerned, includinghis/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; pro- vided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier sever- ance, but not limited to, panels, monitors and sensor lights, which are and shall remain the personal property of Seller and shall not may be included in the sale of the Property to Purchaser. Seller is removing its security system and equipment from the Property severed at any time on or prior to after the closing date end of this sale. This act is made and accepted subject to all matters of record affecting such fourteen (14) calendar days unless the Property. The parties hereto declare that they do not hereby intend, by the execution of these presents, to interruptCompany has agreed otherwise, or suspend, unless the running of any prescription or preemption which Company has run or may run occasioned the delay in connection meeting beyond such fourteen (14) calendar days. It is understood that with any such matters of record affecting the Property, nor do the parties intend respect to revive, establish or initiate any one or more of such matters which may not now or hereafter be binding upon the Property and/or the parties hereto. To have “layoffs” and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, discharges for “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as of the date hereof. In accordance with La. R.S. 9:2721(A), from and after the date of this act of Cash Sale, (a) the name of the person responsible for all property taxes and assessments is Purchaser, and (b) all future property tax and assessment notices should be mailed to the Purchaser’s address shown above. The parties hereto do hereby waive and dispense with the production of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the parties thereto in several counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
Appears in 1 contract
Samples: National Staff Agreement
Xxxxxxxxx. The parties expressly acknowledge Superintendent's employment during the termof this Agreement may only be terminated forjust cause, inaccordance with the procedures set forth below. Hearing Procedures: Charges against the Superintendent may only be brought by the Board and agree that the Property does not include the security system and equipmental such charges shal be inwriting. The Superintendent shal be entitled to xxxxx hearingon said charges, if anyupon at least thirty (30) days notice, located before an independent hearing of icer who shal be an at orney at law. The hearing shal be inexecutive or public ses ion, at the Propertyoption of the Superintendent. The hearing of icer may be selected by mutual agreement between the Superintendent and the Board or, includingin the event no such agreement is reached within fifteen (15) days after the Superintendent's receipt of the writ en charges, a request shal be made to the American Arbitration As ociation, by either partyfor alist of Arbitrators. The Superintendent shal be entitled to due proces protection at such hearing, including but not limited toto the right to elect a public or private hearing; to be represented by counsel, panelsto present, monitors cros -examine and sensor lightssubpoena witnes es, which are and shall remain the personal property of Seller and shall not be included in the sale to subpoena documents, papers, let ers or other tangible evidence, to have al testimony given under oath, to receive without cost an accurate writ en transcript of the Property to Purchaser. Seller is removing its security system and equipment from the Property on or prior to the closing date proce dings; andto receive writ en findings of this sale. This act is made and accepted subject to all matters fact andconclusions of record affecting the Propertylaw. The parties hereto declare that they do not hereby intend, by the execution of these presents, to interrupt, or suspend, the running of any prescription or preemption which has run or may run in connection with any such matters of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more of such matters which may not now or hereafter hearing o f f ic e r ' s decision shal be final and binding upon the Property and/or parties, subject to their respective rights to appeal in accordance with law. The District, at its expense, shal provide a certified shorthandorcourt reporter who wil transcribe al proceedings. Any criticisms or complaints which have not been previously forwarded to the parties heretoSuperintendent inaccordance withthe provisions of Paragraph "5"of this Agreement or charges based upon any al egation which was made known in writing to the Superintendent bythe Board more than one (1) year before the charge is filed, shal not be admis ible at such a hearing against the Superintendent. To have and to hold The hearing of icer shal strike from the Property unto writ en charge or charges any such charge made against the PurchaserSuperintendent. The hearing of icer shal , and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration upon the conclusion of the price hearing, prepare and sum of ($ .00) DOLLARS cashsubmit a writ en decision, which Purchaser has well decision shal include findings of fact and truly paid, in ready a disposition of each charge. Both the Board and current money to Seller, who hereby acknowledges Superintendent shal be bound by the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as decision of the date hereofhearing of icer. In accordance with La. R.S. 9:2721(A)Both parties shal , from and after however, retain their right to appeal the date of this act of Cash Sale, (a) the name decision of the person responsible hearingof icer to anyforumwithjurisdiction. Ifthe charges against the Superintendent are not sustained at such hearing or after any appeal therefrom, the Board shal reimburse the Superintendent for all property taxes her costs and assessments is Purchaser, and (b) all future property tax and assessment notices should be mailed to at xxxxx's fees incur ed indefense of the Purchaser’s address shown above. The parties hereto do hereby waive and dispense with the production of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the parties thereto in several counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrumenthearingorappeal therefore.
Appears in 1 contract
Samples: Duration of Agreement
Xxxxxxxxx. The parties expressly acknowledge and agree that the Property does not include the security system and equipment, if any, located at the Property, including, but not limited to, panels, monitors and sensor lights, which are and shall remain the personal property of Seller and shall not be included in the sale of the Property to Purchaser. Seller is removing its security system and equipment from the Property on or prior If to the closing date Trustee: The Bank of this sale. This act is made and accepted subject to all matters of record affecting New York Mellon Corporate Trust Division 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxx Xxx Xxxx, XX 00000 Facsimile No.: (000) 000-0000 Attention: Corporate Trust Division The Issuer, any Guarantor or the Property. The parties hereto declare that they do not hereby intendTrustee, by notice to the execution of these presentsothers, to interrupt, may designate additional or suspend, the running of any prescription different addresses for subsequent notices or preemption which has run or may run in connection with any such matters of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more of such matters which may not now or hereafter be binding upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge thereforcommunications. All taxes up to notices and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as of the date hereof. In accordance with La. R.S. 9:2721(A), from and after the date of this act of Cash Sale, (a) the name of the person responsible for all property taxes and assessments is Purchaser, and (b) all future property tax and assessment notices should be mailed communications to the Purchaser’s address shown above. The parties hereto do hereby waive and dispense with the production of Trustee or any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the parties thereto in several counterparts, each of which when so executed Agent shall be deemed to have been duly given upon actual receipt thereof by such party. All other notices and communications (other than those sent to Holders) will be an originaldeemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Any notice or communication to a Holder of a Global Note will be delivered to the Depositary in accordance with its customary procedures. Any notice or communication to a Holder of a Definitive Note will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Failure to give a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. Except with respect to the Trustee and the Agents, if a notice or communication is given in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. In respect of this Indenture, the Trustee shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission; and the Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information. Each other party agrees to assume all risks arising out of the use of electronic methods, including any non-secure method, such as, but all such counterparts shall together constitute but one without limitation, by facsimile or electronic mail, to submit instructions, directions, reports, notices or other communications or information to the Trustee, including without limitation, the risk of the Trustee acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties. If the Issuer gives a notice or communication to Holders, it will give a copy to the Trustee and each Agent at the same instrumenttime.
Appears in 1 contract
Xxxxxxxxx. The parties expressly acknowledge and agree that Xxe Company will nominate Mr. Xxxxxxxxx xxx reelection to the Property does not include the security system and equipment, if any, located Board of Directors at the Property, including, but not limited to, panels, monitors and sensor lights, which are and shall remain the personal property next annual meeting of Seller and shall not be included in the sale shareholders of the Property Company. There will be no obligation of the Company to Purchasernominate Mr. Xxxxxxxxx xxx reelection to the Board of Directors after the next annual meeting of shareholders. Seller is removing its security system and equipment from There will be no rights granted to any party to designate the Property on successor to Mr. Xxxxxxxxx xxxuld he cease being a director of the Company for any reason (whether through voluntary resignation, removal for cause, death or disability). Change of Board Control Conditions ....................... The Agreement will identify the following Change of Board Control Conditions that must be satisfied prior to the closing Change of Board Control (the date on which the last condition is satisfied or waived is referred to herein as the "Change of this sale. This act is made Board Control Date"): (i) a settlement agreement must have been entered into among the named parties to the class action lawsuit (the "Class Action Lawsuit") pending against the Company on terms reasonably acceptable to Casex (Xxsex xxxdition); (ii) the Company must have in place directors and accepted subject officers insurance coverage on terms acceptable to all matters Casex (Xxsex condition); (iii) the Autonomy Agreement (described below) must have been rescinded (Casex xxxdition); (iv) the Supermajority Bylaw Provision (described below) must have been rescinded (Casex xxxdition); (v) the consent or agreement of record affecting the PropertyCohex Group (defined below) approving of the increase in the authorized number of shares of the Company's Common Stock must have been obtained (Casex xxx Company Condition); (vi) the Casex Xxxrd Designee and any new executive officers identified by the New Board to have positions with the Company or NTC immediately following the Change of Board Control (who must be identified in the Information Statement referred to in item (viii) below) must have been disclosed to, and approved by, the Current Board, such approval not to be unreasonably withheld (Company condition); (vii) WorldCom must have informed NTC in writing of WorldCom's withdrawal of its notice of intent to disconnect services and be on such terms with NTC that are satisfactory to Mr. Xxxxx (Xxsex xxxdition); (viii) the ten-day waiting period following mailing of an Information Statement (the "Information Statement") pursuant to Rule 14f-1 under the Securities Exchange Act of 1934 must have lapsed (Casex xxx Company condition). The parties hereto declare Agreement will provide for a date that they do not hereby intend, by the execution of these presents, to interrupt, or suspend, the running of any prescription or preemption which has run or may run in connection with any such matters of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more of such matters which may not now or hereafter be binding upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 conditions are paid. Taxes for the current year have been prorated between Seller and Purchaser as of the date hereof. In accordance with La. R.S. 9:2721(A), from and after the date of this act of Cash Sale, (a) the name of the person responsible for all property taxes and assessments is Purchaser, and (b) all future property tax and assessment notices should be mailed to the Purchaser’s address shown above. The parties hereto do hereby waive and dispense with the production of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the parties thereto in several counterparts, each of which when so executed shall be deemed anticipated to be an originalsatisfied, but all such counterparts shall together constitute but one and after which the same instrumentCompany or Mr. Xxxxx xxx elect to terminate the Agreement.
Appears in 1 contract
Samples: Casey John P
Xxxxxxxxx. The parties expressly acknowledge Employer may terminate Executive without Cause during the Contract Period upon four weeks’ prior written notice to Executive, and agree that Executive may resign for Good Reason during the Property does not include the security system and equipment, if any, located at the Property, includingContract Period, but only in full accordance with the terms of the second full paragraph of this Section 9a. If Employer terminates Executive’s employment during the Contract Period without Cause or if Executive resigns during the Contract Period for Good Reason in full accordance with the terms of the second full paragraph of this Section 9a, Employer shall, subject to Executive’s full and timely tender of performance under Section 14 of this Agreement, pay to Executive on (except as stated in the next sentence) that date which is ninety (90) days after the termination of his employment a lump sum equal to two (2) times the highest annual compensation, including only salary and cash bonus, paid to Executive during any of the three calendar years immediately prior to the Change in Control (the “Lump Sum Payment”). If on the date that is 90 days after termination of Executive’s employment, Executive has signed the Company’s require release document, but the time that Executive may revoke the release document has not limited toexpired, panelspayment will be made after the time to revoke has expired. Executive may not resign with Good Reason, monitors and sensor lights, which are and shall remain the personal property of Seller and shall not be included in the sale considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the Property initial existence of the act or failure to Purchaser. Seller is removing its security system and equipment from act by Employer which Executive believes to constitute “Good Reason” within the Property on or prior to the closing date meaning of this sale. This act is made and accepted subject to all matters of record affecting the Property. The parties hereto declare that they do not hereby intendAgreement, by the execution of these presentsprovides Employer with written notice which describes, to interrupt, or suspendin particular detail, the running act or failure to act which Executive believes to constitute “Good Reason” and identifies the particular clause of any prescription Section 1d of this Agreement which Executive contends is applicable to such act or preemption which has run or may run in connection with any such matters failure to act; (ii) Employer, within thirty (30) days of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more its receipt of such matters which may not now notice, fails or hereafter be binding upon the Property and/or the parties hereto. To have and refuses to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, rescind such act or remedy such failure to act so as to eliminate “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALSGood Reason” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as termination by Executive of the date hereof. In accordance his employment relationship with La. R.S. 9:2721(A), from and after the date of this act of Cash Sale, (a) the name of the person responsible for all property taxes and assessments is PurchaserEmployer, and (biii) all future property tax and assessment notices should be mailed Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to act by Employer which constitutes “Good Reason” within the Purchaser’s address shown abovemeaning of this Agreement. The parties hereto do hereby waive and dispense If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by Executive of his employment with the production of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the parties thereto in several counterparts, each of which when so executed Employer shall not be deemed to have been for “Good Reason”; he shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with Employer for “Good Reason”; and, in particular, Employer shall not be required to pay any amount which would otherwise have been due to Executive under this Section 9 of this Agreement had Executive resigned with “Good Reason”. Employer and Executive acknowledge that any termination of Executive’s employment without Cause or resignation for Good Reason under this Section 9 of this Agreement is intended to qualify as a “Separation from Service” under Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h). Executive and Employer agree that Executive will not, at any time subsequent to a termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, as an originalemployee or independent contractor, but all provide services to Employer or any affiliate of Employer at an annual rate which is more than twenty percent (20%) of the services rendered, on average, during the thirty six (36) full calendar months immediately preceding such counterparts shall together constitute but one and termination without Cause or resignation for Good Reason under this Section 9 of this Agreement (or the same instrumentfull period for which Executive provided services to Employer (whether as an employee or as an independent contractor) if Executive has, at the time of termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, been providing services for a period of less than thirty six (36) months).
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Xxxxxxxxx. The parties expressly acknowledge and agree XXX, INC.: INDEMNITEE: ------------------------------ ------------------- Xxxxxx X. Xxxxx W. Xxxxxxx Xxxx Senior Vice President/General Counsel Addresses for notice: Xxxxxxxxx.xxx, Inc. -------------------------- 00000 Xxxxxxx Xxxxx Road ------------------------ Xxxxxxxx Xxxxxxx, XX 00000 ---------------------- Attn: Chief Executive Officer With a copy to: Xxxxxxxxx.xxx, Inc. 00000 Xxxxxxx Xxxxx Road Westlake Village, CA 91362 Attn: General Counsel EXHIBIT B-1 INDEMNIFICATION RESOLUTIONS TO BE ADOPTED ----------------------------------------- BY THE BOARD OF DIRECTORS OF HOMESTORE -------------------------------------- RESOLVED, that the Property does not include indemnification and reimbursement provided by the security system existing indemnity agreements entered into between the Corporation and equipment, if any, located at the Property, including, but not limited its directors and officers is intended to, panelsand shall, monitors and sensor lights, which are and shall remain apply in circumstances where the personal property of Seller and shall not be included "agent" (as defined in the sale agreement) is or is threatened to be a witness or otherwise is or is preparing to be a participant in a proceeding; FURTHER RESOLVED, that the scope of indemnification under the indemnity agreements is intended to be to the maximum extent permitted by applicable law, and if the law regarding the standards under Delaware law for entitlement to indemnification (currently believed to be that the person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Property Corporation and, with respect to Purchaser. Seller is removing its security system and equipment from the Property on any criminal action or prior proceeding, had no reasonable cause to the closing date of this sale. This act is made and accepted subject to all matters of record affecting the Property. The parties hereto declare that they do not hereby intend, by the execution of these presents, to interrupt, or suspendbelieve his conduct was unlawful) shall permit broader contractual indemnification, the running of any prescription or preemption which has run or may run in connection with any such matters of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more of such matters which may not now or hereafter be binding upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the price and sum of ($ .00) DOLLARS cash, which Purchaser has well and truly paid, in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as of the date hereof. In accordance with La. R.S. 9:2721(A), from and after the date of this act of Cash Sale, (a) the name of the person responsible for all property taxes and assessments is Purchaser, and (b) all future property tax and assessment notices should be mailed to the Purchaser’s address shown above. The parties hereto do hereby waive and dispense with the production of any and all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bonds, if any, from any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the parties thereto in several counterparts, each of which when so executed agreements shall be deemed amended to incorporate such broader indemnification; and FURTHER RESOLVED, that for purposes of the indemnity agreements and subsequent review of a determination that an agent is not entitled to indemnity, the termination of any proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that an indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by the indemnity agreement or applicable law; and neither the failure of any forum selected pursuant to the procedures described in the indemnity agreement to have made a determination as to whether the indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by any such selected forum (other than a court with jurisdiction over the Indemnitee) that the indemnitee has not met such standard of conduct or the judicial determination that the indemnitee should be an originalindemnified under the indemnity agreement or applicable law, but all such counterparts shall together constitute but one and be a defense to the same instrumentindemnitee's claim or create a presumption that the indemnitee has not met any particular standard of conduct or did not have any particular belief.
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