2008/01/02 Council Agenda Packet

r U 8.4 No Binding Contracts. There are no obligations in connection with the Property that will be binding upon Buyer after closing, except the Leases and contracts provided to Buyer and matters identified in the title commitment. 8.5 No Default. Neither the execution and delivery of this Agreement nor the consummation of the transaction contemplated by this Agreement, will result (either immediately or after the passage of time and/or the giving of notice) in breach or default by Seller under any agreement or understanding to which Seller is a party, by which Seller may be barred fully performing its obligations under this Agreement, or by which Seller's ability to perform hereunder may be materially impaired. 8.6 True and Correct Copies. All of the documentation that will be delivered by Seller to Buyer are true and correct copies or originals of such documentation in Seller's possession, and to the best of Seller's knowledge the information contained in such documentation is accurate. Seller shall deliver the originals or acceptable copies of the Leases pertaining to the property to Buyer at closing. 8.7 Leasing Commissions. There are no leasing commissions currently due, owing and unpaid for any of the Leases, nor are there any agreements for future leasing commissions except as may be set forth in the Leases. 8.8 Bankruptcy. Seller has received no written notice of any attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings pending or threatened against Seller, nor are any contemplated by Seller. 8.9 No Prior Contracts. Seller has not entered into any other contracts for the sale of the Property to any other parties, nor do there exist any rights of first refusal or options to purchase the Property. Seller has not sold, transferred, conveyed or restricted any development rights relating to the Property. 8.10 NOTWITHSTANDING THE FOREGOING, SELLER SHALL NOT IN ANY WAY BE LIABLE FOR ANY REPRESENTATIONS, WARRANTIES, OR COVENANTS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO (1) THE CONDITION (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL CONDITION) OF THE PROPERTY OR ANY STRUCTURES OR IMPROVEMENTS THEREON; (2) THE SUITABILITY OF THE PROPERTY, STRUCTURES, OR IMPROVEMENTS FOR HABITATION OR FOR BUYER'S INTENDED USE OR FOR ANY USE WHATSOEVER; (3) THE EXISTENCE OF, OR COMPLICANCE OF THE PROPERTY, STRUCTURES, OR IMPROVEMENTS WITH, ANY APPLICABLE LAWS, ORDINANCES, REGULATIONS OR OTHER REQUIREMENTS, OF ANY GOVERNMENTAL AGENCY INCLUDING, WITHOUT LIMITATION, ANY APPLICABLE BUILDING, ZONING, FIRE, OR ENVIRONMENTAL LAWS OR REGULATIONS; OR (4) THE AVAILABILITY OR EXISTENCE OF, OR ACCESS TO ANY WATER, SEWER, OR OTHER UTILITIES, OR ANY RIGHTS THERETO. 1t. {Client Files\14653\S574091.DOC}