Agenda - Council - 12/09/2008 - Laserfiche WebLink

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(k) Compliance with Environmental Laws. To the best of SELLER'S knowledge: SELLER is in compliance- with all local, state, and federal environmental laws and regulations pertaining to reporting or clean-up of any hazardous. substance, hazardous waste, petroleum product, or any other pollutant regulated by state or federal law creation, storage, transportation or disposal of any contaminant; SELLER has no knowledge of the actual existence. of any contaminant on, at, or under the Property in violation of applicable laws, including groundwater under such Property, .other than what was disclosed in connection with the Environmental Investigation of the Property. (1) No Methamphetamine Production. To SELLER'S knowledge, methamphetamine production has not occurred on the Property. (m) Airport Zoning. Airport zoning regulations can be reviewed at the office of the County Recorder of the County in which the Property is located. (n) SELLER's Indemnification. SELLER will indemnify BUYER, its successors and assigns, against, and will hold BUYER, its successors and assigns, harmless from, any expenses or damages, including reasonable attorneys' fees and remediation costs, that BUYER incurs because of the breach of any of the representations and warranties contained in this Section 7. The foregoing representations shall survive the closing for a period of twelve (12) months after the Closing Date. Any- claim or cause of action must be served and filed before .the expiration of said twelve (12) month period or it shall be barred and waived. 8. Due Diligence Expenses. Any .and all tests, inspections, investigations, examinations, surveying and other review and analysis of ~or in connection with the Property shall be referred to herein as "Due Diligence." BUYER shall pay all costs and expenses of its Due Diligence and shall repair and restore any damage to the Property in connection with its Due Diligence or any other entry onto the Property by or on behalf of BUYER. BUYER agrees that BUYER has had and/or will have the opportunity to obtain and/or perform all such Due Diligence that BUYER deems appropriate or otherwise requires. BUYER hereby indemnifies and agrees to defend and hold harmless SELLER from and against any and all liens, claims, injuries, damages, losses, costs and expenses, including reasonable attorneys' fees and costs, suffered or incurred by SELLER that are caused by or arise out of BUYER'S Due Diligence or .other entry- onto the Property by or on behalf of BUYER. The obligations and liabilities of BUYER under this subparagraph- shall survive the closing or the termination of this Agreement. 9. Condemnation. If, prior to the Closing Date, eminent domain proceedings are commenced against all- or any part of the Property, SELLER shall immediately give notice to BUYER of such fact and at BUYER'S option (to be exercised within thirty days after SELLER'S notice), this Agreement shall terminate, in which event neither party will have further obligations under this Agreement and the Earnest Money together with any accrued interest, shall be refunded to BUYER. If BUYER shall fail to give such notice then there shall be no reduction in the Purchase Price, and SELLER shall assign to BUYER at the Closing Date all of SELLER's' 6 -41-