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7 <br /> • <br /> 14.2.2 It is in good standing in the state of its organization and in the state in which • <br /> the Exchange Properties are located; <br /> 14.2.3 It has all requisite corporate authorizations to enter into this Agreement; <br /> 14.2.4 The parties executing this Agreement on behalf of BNSF are duly authorized <br /> to so do; <br /> 14.2.5 It is not subject to any bankruptcy proceeding; <br /> 14.2.6 There are no monetary liens affecting the BNSF Property, except as <br /> disclosed in Section 3.4 and in the Pro Forma Title Policies for BNSF Property, which <br /> monetary liens will be released, satisfied or bonded around pursuant to the provisions of <br /> Section 3.3 above; <br /> 14.2.7 BNSF's Information Representative has no actual knowledge, without duty <br /> to investigate, of any existing, pending, threatened or asserted litigation or claims with <br /> respect to title or ownership of the BNSF Property; <br /> 14.2.8 BNSF's Information Representative has no actual knowledge, without duty <br /> to investigate, of any pending improvements, liens, special assessments, condemnations, <br /> impositions, or increases in assessed valuations to be made against the BNSF Property by <br /> any governmental authority; <br /> 14.2.9 To BNSF's Information Representative's actual knowledge, without duty <br /> to investigate, no person, firm, corporation or other entity has (1) any right or option to <br /> acquire the BNSF Property, or any part thereof, from BNSF, or (2) have any leasehold, <br /> tenancy, or other possessory rights or interests in the BNSF Property, or any part thereof, <br /> except those which are listed in the Pro Forma Title Policies for BNSF Property; and <br /> 14.2.10BNSF's Information Representative has no actual knowledge, without duty <br /> to investigate, of any notice of any violation of any ordinance, regulation, law or statute <br /> of any governmental agency pertaining to the BNSF Property or any portion thereof. <br /> 14.3 Representations and Warranties as of Closing. It shall be a condition of each party's <br /> obligations to Close this transaction that the representations and warranties of the other party <br /> contained herein are true and accurate as of Closing, provided, however that if one party waives <br /> such condition by proceeding to Close with knowledge that any of the second party's representations <br /> or warranties are inaccurate, the second party shall have no liability with respect to such inaccuracy <br /> known by the first party. <br /> 14.4 Information Representatives. The "Information Representative" designated by <br /> each party in connection with the representations in this Section 14 is as follows: <br /> 2.3.1 David P. Schneider is designated as BNSF's Information Representative. <br /> Exchange Agreement 5 0 -23- DRAFT 5/23/06 <br />