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<br />9 <br /> <br />13. Representations and Warranties. <br />(a) Seller’s Representations and Warranties. In consideration of Buyer entering <br />into this Agreement and as an inducement to Buyer to purchase the Real Property, Seller makes the <br />following representations and warranties as of the Effective Date and as of the Closing, each of which <br />is material and is being relied upon by Buyer (and the truth and accuracy of which shall constitute a <br />condition precedent to Buyer’s obligations hereunder), and all of which are material inducements to <br />Buyer to enter into this Agreement (and but for which Buyer would not have ent ered into this <br />Agreement) and shall survive Closing; provided that each of the representations and warranties of <br />Seller is based upon the information and belief of the Executive Director of the Buyer: <br />(i) Seller believes that it has the legal power, right and authority to enter <br />into this Agreement and the instruments referenced herein, and to consummate the transaction <br />contemplated, subject to the approval of the Oversight Board and, as may be applicable, DOF. <br />(ii) Subject to the approval of the Oversight Board and , as may be <br />applicable, DOF, Seller believes that all requisite action (corporate, trust, partnership or otherwise) <br />has been taken by Seller in connection with entering into this Agreement and the instruments <br />referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the <br />consummation of the transaction contemplated hereby. <br />(iii) Subject to the approval of the Oversight Board and, as may be <br />applicable, DOF, the individual executing this Agreement and the instruments referen ced herein on <br />behalf of Seller has the legal power, right and actual authority to bind Seller to the terms and <br />conditions hereof and thereof. <br />(iv) Seller believes that neither the execution or delivery of this Agreement <br />or the documents or instruments reference d herein, nor incurring the obligations set forth herein, nor <br />the consummation of the transaction contemplated herein, nor compliance with the terms of this <br />Agreement or the documents or instruments referenced herein or therein conflict with or result in t he <br />material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note <br />or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, lease or <br />other agreement or instrument to which Seller is a party or that affect the Real Property, including, <br />but not limited to, any of the Title Documents or the Property Documents. <br />(v) There is no pending litigation nor, to the best of Seller’s knowledge, <br />threatened litigation, which does or will adversely affect the right of Seller to convey the Real <br />Property. There are no claims which have been received by Seller that have not been disclosed to <br />Buyer. <br />(vi) Seller has made no written or oral commitments to or agreements with <br />any governmental authority or agency materially and adversely affecting the Real Property, or any <br />part hereof, or any interest therein, which will survive the Closing. <br />(vii) There are no leases or rental agreements in effect as to the Real <br />Property. <br />(viii) Seller is not in default of its obligations under any contract, agreement <br />or instrument to which Seller is a party pertaining to the Real Property.