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building, safety, health, zoning, environmental, subdivision and other laws, ordinances and <br />regulations. <br />(e) No Actions or Proceedings. There is no action, proceeding or <br />investigation whether in the nature of eminent domain or otherwise, pending or threatened, with <br />respect to the title, ownership, maintenance, use or operation of the Property. <br />(f) No Environmental Violations. The Property is not in violation of <br />any federal, state or local law, ordinance or regulation relating to industrial hygiene or to the <br />environmental conditions on, under, above or about the Property, including but not limited to soil <br />and groundwater conditions. <br />(g) Representations, Warranties and Covenants of Seller. Seller shall <br />have performed each and every agreement to be performed by Seller under this Agreement, and <br />Seller's representations and warranties in this Agreement shall be true and correct as of the <br />Closing. <br />(h) No Adverse Changes. Between the Effective Date and the Closing, <br />there shall have been no adverse change in the physical condition of the Property that would <br />frustrate the placement of or purpose of the Conservation Easement from the standpoint of Buyer <br />or either of the Funding Sources. <br />(i) Seller's Deliveries. Seller shall have delivered each of the items <br />described in this Agreement to Buyer and/or Escrow Holder. <br />0) Investigation. Buyer shall have notified Seller that the Buyer's <br />condition with respect to investigation of the Property has been satisfied or waived within the <br />Contingency Period. <br />(k) Appraisal. Buyer shall have obtained, at no cost to Seller, an <br />appraisal of the Conservation Easement in form, amount and substance satisfactory to Buyer in its <br />sole and absolute discretion. <br />(1) Funding. Buyer shall have secured funding for the Conservation <br />Easement in an amount sufficient to pay the Purchase Price in full at Closing and otherwise on <br />terms and conditions acceptable to Buyer in Buyer's sole and absolute discretion. <br />(m) No Seller Bankruptcy. If at any time prior to Closing, (i) there shall <br />be filed against or by Seller a petition in bankruptcy or insolvency or a petition seeking to effect <br />any plan or other arrangement with creditors or seeking the appointment of a receiver and the same <br />is not discharged or dismissed before Closing; (ii) a receiver or liquidator is appointed for all or <br />substantially all of Seller's property; or (iii) Seller makes an assignment for the benefit of creditors <br />or takes any other similar action for the benefit or protection of creditors, then Buyer shall have <br />the right in its sole and absolute discretion and in addition to all other remedies available to Buyer <br />pursuant to this Agreement or at law or in equity to cancel and terminate this Agreement and <br />neither Party shall have any further rights or obligations under this Agreement. <br />Page 4 of 20 <br />