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SELLER makes no representation concerning the mount of future real estate taxes or of <br />future special assessments. <br /> <br /> 9. SELLER'S REPRESENTATIONS AND WARRANTIES. As an essential <br />part of this Agreement and in order to induce BUYER to enter into this Agreement and to <br />purchase the Property, SELLER represents and warrants to and agrees with BUYER that: <br /> <br /> a. SELLER has all requisite power and authority under its trust to <br />enter into and to perform this Agreement according to its terms. <br /> <br /> b. SELLER has duly and validly authorized and executed this <br />Agreement and the consummation of the transactions contemplated thereby will <br />not constitute a default under SELLER'S organizational documents and SELLER <br />is not otherwise in contravention of any law, order, ordinance or governmentai <br />restriction or regulation by which SELLER is bound or subject. <br /> <br /> c. There are no unrecorded contracts, leases, purchase options, rights <br />of first refusal, easements or any other agreements or claims of any third party <br />which grant any other party any right of use or occupancy with respect to the <br />Property or any portion thereof or which affect the title to the Property. <br /> <br /> d. SELLER will convey on the Closing Date, the Property, free and <br />clear of ail liens, security interests, leases, restrictions, charges and encumbrances, <br />other than described or attached hereto as Permitted Encumbrances. <br /> <br /> e. There are no management, maintenance, supply, utility or service <br />contracts or commitments relating to the Property which will extend beyond the <br />Closing Date, which are not cancelable without penaity or premium upon not <br />more than 30 days advance notice. <br /> <br /> f. All services or materiai which have been furnished to the Property <br />have been fully paid for or will be fully paid for prior to the Closing Date so that <br />no lien for services or materiais rendered (commonly known as mechanic's or <br />materiaimen' s liens) can be asserted against the Property. All water, sewer and <br />refuse bins for such services which have been furnished to the Property have been <br />fully paid for or will be fully paid for prior to the Closing Date so that no lien <br />therefore can be asserted against the Property. <br /> <br /> g. SELLER is not in default, nor has there occurred any event which, <br />with the passage of time or notice from a third party, or both, would constitute a <br />default under any underlying financing or covenant affecting the Property or any <br />part thereof. <br /> <br />h. SELLER is neither a "foreign person" nor a "foreign corporation" <br /> <br />3 <br /> 121131046v3 820716 4/20/06 <br /> <br /> <br />