2019/07/17 Council Agenda Packet

h 8. Seller's Activities Prior to Closing. After the Effective Date until the closing: 8.1 Maintenance. Except as otherwise approved by the Buyer in writing, Seller shall operate and maintain the Property in accordance with Seller's current practices, including performing all necessary repairs and maintenance to preserve the Property in at least as good a condition as exists on the Effective Date. 8.2 No Alterations. Except as otherwise approved by the Buyer in writing, Seller shall not alter the Properly in any material manner. 8.3 Tenants. Seller shall not permit any tenants to occupy the Property. 9. Representations and Warranties. 9.1 Seller's Representations and Warranties. In addition to other representations herein, Seller represents and warrants to Buyer as of the Effective Date and as of the date of closing that: 9.1.1 Seller is duly organized and validly existing under the laws of the State of Washington with the full power and authority to perform its obligations hereunder. 9.1.2 The execution, delivery, and performance by Seller of this Agreement has been duly and validly authorized by all requisite action on the part of the Seller. This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against it in accordance with its terms. 9.1.2 The Property is not subject to any leases or service contracts that will be in effect after the Closing Date. 9.1.3 Seller is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (September 23, 2001) (the "Order") and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury ("OFAC") and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the "Orders"). Neither Seller nor any beneficial owner of Seller: (A) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order or on any other list of terrorists orterrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the "Lists"); (B) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is owned or controlled by, or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders. 7 40