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6.1.1 Authorization. Seller has full power and authority <br />to enter into this Agreement and to perform all its obligations hereunder, and has <br />taken all action required by law, its governing instruments or otherwise to <br />authorize the execution, delivery and performance of this Agreement by Seller. <br />Each individual or entity who has executed this Agreement on behalf of Seller <br />has the right, power, legal capacity and authority to execute, deliver and perform <br />this Agreement on behalf of Seller. <br />6.1.2 Conflicting Agreements. Neither the execution or <br />delivery of this Agreement, nor the consummation of the transaction <br />contemplated herein, will conflict with, or result in a breach of, any contract, <br />license or undertaking to which Seller is a party or by which Seller or any of the <br />Property is bound, or constitute a default thereunder. In addition, with respect <br />to any agreements that affect the Property, neither Seller nor any other party or <br />parties to such agreements are in default thereunder nor are there any facts that <br />currently exist which with the passage of time would result in any such default. <br />To the best of Seller's knowledge, the Property is not subject to any prescriptive <br />easements, claims of adverse possession, encroachments or similar rights or <br />claims. The Property is not subject to any leases, options or other similar rights <br />or claims in favor of any third parties. The Property is not subject to a <br />Williamson Act contract or any similar agricultural agreement. <br />6.1.3 Proceedings. To the best of Seller's knowledge, <br />no legal or administrative proceeding is pending or threatened against Seller or <br />the Property nor are there any other facts or circumstances which would <br />adversely affect (i) Seller's right to convey title to the Property to Buyer as <br />contemplated in this Agreement, or (ii) Buyer's ability to own, develop and/or <br />market the Property in the manner disclosed by Buyer to Seller. To the best of <br />Seller's knowledge, there are no condemnation or eminent domain proceedings <br />pending or threatened with respect to the Property. <br />6.1.4 Binding Agreement. This Agreement constitutes <br />a legal, valid and binding obligation of Seller enforceable against Seller in <br />accordance with its terms, except to the extent that such enforcement may be <br />limited by applicable bankruptcy, insolvency, moratorium and other principles <br />relating to or limiting the rights of contracting parties generally. <br />6.1.5 Violations of Law. On the Effective Date and <br />Close of Escrow, neither this Agreement nor the Property shall be in violation <br />of any law, ordinance, rule regulation, or administrative or judicial order. <br />6.1.6 Hazardous Materials. Seller has not stored or <br />released, caused to be stored or released or approved the storage or release on <br />the Property, of any "hazardous materials" (as defined below). To the best of <br />Seller's knowledge, (a) no prior owner of the Property has stored or caused to <br />be stored any hazardous materials on the Property; (b) no hazardous materials <br />now exist in, on or under the Property in violation of any "environmental law" <br />In <br />