Agenda - Council - 11/13/2001 - Laserfiche WebLink

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-200- (vi) (vii) FIRTPA. SELLER is not a "ibreign person", "Ibreign partnership", "tbreign ~st' or ~'~breign estate" as those terms are defined in Section I445 of ae ~emal R~venue Code. Underaround Wells. Seller does not know of any above ground tanks or under~ound ranks on the R. amsey Parcel. Environmental. To The best of SELLER'S acrual know[edge, the Ramsey Parcel has never been used to store, produce, process or in any manner deal with Hazardous Materials (as that term is hereinafter defined) except for any storage or use in accordance ;via applicable laws; no Hazardous Materials have ever been installed or in any manner dealt with on The Ramsey Parcel except for any storage or use in accordance with applicable laws; and no owner of the Rarnsey Parcel or occupant (collectively, "Occupant") has received any notice or advice from any governmental agency or any Occupant with regard to Hazardous Materials affecting the Ramsey P~cel. The term "Hazardous Materials" as used herein includes, without limitation, gasoline, petroleum products, explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, potychlorinated biphenyls or related or similar materials, asbestos or any other substance or material as may be defined as a hazardous or to,dc substance by any federal, state or local environmental law, ordinance, rule or regulation. To the best of SELLER'S actual knowledge, there are no asbestos containing materials and no urea-~brrnaldehyde in, on or upon the Ramsey Parcel. SELLER hereby covenants and agrees to indemnify and hold BUYER harmless from and against any and all loss, damage or liability suffered, sustained or incurred by BUYER caused by a breach of any of the representations or warranties contained herein and shah be personally liable for any loss, damage, liability, injury., cost, expense, action or cause of action arising in connection with the presence or release of any such Hazardous Materials at, on or under the Ramsey Parcel prior to The Closing Date which presence or release is in violation of any applicable taw or regulation as of the Closing Date, including BUYER'S reasonable attorneys' fees and consultants' fees and court costs. The provisions of this paragraph shall survive the Closing and transfer of title to the Ramsey Parcel, and shall be in addition to any and all other fights of BUYER set forth herein or provided by law. SELLER shall have the right to assume defense of any claim asserted by a th/rd parry, against BIJ~ER for which SELLER is inderrmifying BUYER under this paragraph (vii) with counsel reasonably acceptable to BUYER so long as SELLER is diligently defending such claim; provided That BUYER may participate in such proceeding ar BUYER'S expense unless There is an actual or potential material confticr of interest (which is not waived by the parties) of ae counsel fbr SELLER representing both SELLER and BUYER in which event SELLER shall also pay the legal fees and expenses of BU~ffER in connection with such claim or proceeding. Neither SELLER nor BI~'ER shall settle any i l' I I, ! i I I I I I