CCP 09-29-1997 - Laserfiche WebLink

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I'. fAi2.CELS c .\..dD y I F;, 0'1""- ,.. 'SI\<..L (b) New Billboards. Seller shall work with the Buyer in dete' inin~: (i) the location Ie of the two (2) remaining billboards on along Interstate 694; and (ii) whether Seller will dress up the existing billboard structures with landscaping and/or provide new billboard structures to replace the existing structures. I (c) Collaborative Marketing. Seller and Buyer shall work collaboratively 011 the marketing of the remaining twenty (20) acres for office development. I 9.) REPRESENTATIONS WARRANTIES AND TNDEMNITY BY SELLER. Seller represents and warrants to Buyer as follows: I (a) Organization: Authoritv. Seller is a duly organized Georgia corporatio'n and is in good standing under the laws of the State of Georgia; Seller is duly qualified 19 tnmsact business in the State of Minnesota; Seller has the requisite organizational power and I authority to execute and perform this Agreement and any Seller's Closing Documcnts to be signed by it; such documents have been (or will be prior. to Closing) duly authorized by all necessary corporate action on the part of Seller and at the Closing shall have been I duly executed and delivered; such execution, delivery, and performance by Seller of such documents does not conflict with or result in a violation of Seller's Articles of Incorporation, Bylaws or any judgment, order, or decree of any court or arbiter to which I Seller is a party, or any agreement by which Seller is bound; and such documents are and shall be valid and binding obligations of Seller, enforceable in accordance with their terms. Ie (b) Title to Propertv. Seller owns the Property, free and clear of all encumbrances, except the Permitted Encumbrances as defined in Section 4(b). I (c) Compliance with Laws, The Property and thc current use thereof fully complies with all existing local, state, and federal regulations concerning the maintenance and I operation of the Property, including zoning, building, health and safety, fire safety, and environmental codes and laws and such use is a legal conforming use. No notice of violations of the same have been received. I (d) Litigation and Other Matters. Except for the Buyer's condemnation' action in I connection with the Property, Seller has received no notice, and has no knowledge "iifany pending notice, of a violation of any statutes, ordh'lances, regulations, judicial decrees, or orders, or the pendency of any lawsuits, administrative or arbitration hearings, I governmental investigations, proceedings, applications, petitioners, or other matters affecting the Property and the use thereof. I (e) RilJhts of Others to Purchase Propertv. Seller has not entered into any other contracts, agreements or understandings, whether oral or written, for the sale of all or any portion of the Property, and there are no existing rights of first refusal or options to I purchase all or any portion of the Property, or any other rights of others that might prevent the consummation of this Agreement. .. 7. I --