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<br />~l <br /> <br />5.2 Title to Assets. The Seller has good and marketable title to the Real Property, <br />free and clear of any and all liens, easements, mortgages, claims of ownership, security interests, <br />attachments, restrictions and other encumbrances (collectively, a "Lien"), except as disclosed in <br />this Agreement or in any exhibit attached hereto. <br /> <br />5.3 Environmental. To the best of Seller's knowledge, information and belief, no <br />toxic or hazardous substances or wastes, pollutants or contaminants (including without <br />limitation, asbestos, urea formaldehyde, the group of organic compounds known as <br />polychlorinated biphenyls, petroleum products including gasoline, fuel oil, crude oil, and various <br />constituents of such products, and any hazardous substance as defined in the Comprehensive <br />Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 D.S.C. S <br />8601-9657, as amended) have been generated, treated, stored, released or disposed of, or <br />otherwise placed, deposited in or located on the Property or in the ground water thereunder. <br />Seller has no knowledge that the Property has' ever been used for dry cleaning purposes. <br /> <br />5.4 Leases I Options. Seller represents that there are no leases or options to purchase <br />the Real Property. - <br /> <br />5.5 Abandonment of Easement. Seller has an easement across the Real Property for a <br />water pipe easement. Seller represents and warrants that if Seller vacates or abandons this water <br />pipe, it shall release its easement to Buyer for no charge. This representation and warranty shall <br />survive the closing and shall not merge into the closing documents. <br /> <br />The representations and warranties provided above shall survive the closing for a period <br />of one (1) year after the date of closing for the benefit of Buyer and, in the event any of the <br />representations or warranties shall be discovered to have been materially untrue as of the Closing <br />Date, Seller shall indemnify, defend and hold Buyer, its successors and assigns harmless with <br />respect to any actual direct loss (including reasonable attorney's fees) resulting from any <br />circlID1stance making any said representation or warranty materially untrue as of the Date of <br />Closing. <br /> <br />ARTICLE VI <br />REPRESENTATIONS AND WARRANTIES OF BUYER <br /> <br />Buyer represents and warrants to Seller, as of the date hereof and as of Closing, that: <br /> <br />6.1 No Violation. The execution and delivery by Buyer of this Agreement and all <br />doclID1ents to be executed by Buyer in connection with the transactions contemplated hereby do <br />not, and the performance and consummation by Buyer of the transactions contemplated by this <br />Agreement will not, result in any conflict with, breach or violation of or default, termination or <br />forfeiture or lien under or upon the failure to give notice or the lapse of time or both result in any <br />conflict with, breach of violation of or default, termination, forfeiture or lien under any statute, <br />rule, regulation, judicial or governmental decree, order or judgment, agreement, lease or other <br />instrument to which Buyer is a party or to which Buyer's assets are subject or is likely to have a <br />material adverse effect on the Buyer's assets. <br /> <br />-6- <br />