PERMFILE119027 - Laserfiche WebLink

Home Browse Search

. the entities comprising the Seller of this Agreement are duly authorized by all requisite organizational actions of such entities. (B) Litigation. To Seller's Knowledge (defined below) there is no pending or threatened litigation which would materially adversely affect the Property. (C) No Governmental Notices. To Seller's Knowledge, Seller has not received any notices, demands, or other directives from any governmental entities with jurisdiction over the Property asserting that any current use of or condition on the Property violates any federal, state, or local laws or regulations. (D) Non-Foreictn Person. Seller is not a "foreign person" as that term is defined in Section 1455 of the Internal Revenue Code of 1954, as amended, and applicable regulations. (E) Leaseholds. Except for the Agricultural Leases, and except as may be set forth in the Commitment or any of the Additional Documents, to Seller's Knowledge, the Property is not subject to any leasehold or other possessory interests of any person or entity. • (F) Condemnation. To Seller's Knowledge, Seller has received no notice of any pending or threatened condemnation or eminent domain proceedings which will directly affect the Property or any part thereof. As used herein, the phrase "Seller's Knowledge," means to Seller's best knowledge, information, and belief, after reasonable inquiry. 13. Closing Certificate. At the Closing, Seller shall deliver to Buyer a written certificate (the "Certificate") certifying to Buyer, as of the date of the Closing, with such modifications and exclusions as shall be necessary to make the Certificate accurate when given, the accuracy of the matters represented and warranted to in Paragraph 12 of this Agreement; provided, however, if Seller proposes to make any such modifications or exclusions, Seller shall deliver a copy of such Certificate to Buyer for Buyer's review at least two (2) days prior to the date of the Closing. If the Certificate delivered by Seller to Buyer at or prior to the Closing modifies or excludes any of such matters, in any material respect, Buyer may either (i) terminate this Agreement or (ii) accept the Certificate in the form delivered by Seller. If Buyer proceeds to close, Buyer shall be deemed to have elected to accept the Certificate in the form delivered by Seller. By accepting the Certificate at the Closing, Buyer shall be deemed to have waived, released, and forever • relinquished any and all claims or causes of action arising under the warranties and representations contained in Paragraph 12 hereof, but not as to those contained in the Certificate. Any and -8-