2009-007 Purchasing - Telesis Construction Management, LLC - Parking Deck Lease and Right of First Offer and Right of First Refusal

Browse Search

be satisfactory, Lessee shall tender the purchase price to Lessor and Lessor shall thereupon deliver to Lessee a good and sufficient Special Warranty Deed conveying the Property to the Lessee free and clear of all encumbrances. All Annual Rent and Shared Operating Costs shall be pro-rated between grantor (Lessor) and grantee (Lessee) as of the date of the closing of the purchase and sale of the Property. Current year's ad valorem property taxes on the Property shall be paid or prepaid by grantor (Lessor) with grantee's (Lessee's) pro-rated share of those taxes added to the agreed purchase price. Lessee's notice of election to purchase pursuant to the right of first refusal granted herein shall be sufficient if deposited in the United States mail, postage prepaid, addressed to Lessor at Lessor's address contained in paragraph 6(d) of this Lease concerning Notices, at or before midnight of the day on which the right of first refusal expires. Section 5 Representations and Warranties of Lessor. Lessor represents and warrants to Lessee (each of which representations and warranties shall be true as of the date Lessor executes this Lease and as of the commencement of the initial term of this Lease) as follows: 5.01- Lessor is a limited liability company duly organized, validly existing and in good standing in accordance with the laws of the State of North Carolina. Lessor has full right, power and authority to enter into this Lease and to consummate the Lease contemplated herein; all required action necessary to authorize Lessor to enter into this Lease and to consummate the Lease contemplated herein has been taken, and the joinder of no person or entity other than Lessor will be necessary to convey the Property fully and completely to Lessee as provided herein. 5.02 No person has been granted any license, lease or other right relating to the use or possession of any of the Parking Spaces herein leased to Lessee except to the extent otherwise expressly provided in this Lease. No person has been granted an option to purchase, a right of first offer or a right of first refusal as to the Property except Lessee as expressly provided in this Lease. 5.03 To the best of Lessor's knowledge, there is no action, suit or proceeding pending or threatened against or affecting the Property or any part thereof, or relating to or arising out of Lessor's ownership of the Property or any part thereof, or by any federal, state, county or municipal department, commission ,board, bureau or agency or other governmental instrumentality, nor is there any attachment, execution, assignment for the benefit of creditors or voluntary or involuntary proceeding in bankruptcy or under other debtor relief laws contemplated by or pending or threatened against Lessor or the Property. 5.04 There exists no contract, service agreement or obligation affecting the Property which is in addition to or different from those which have been furnished or otherwise disclosed to Lessee. 5.05 Lessor has no knowledge of any release, discharge or storage of any Hazardous Material on or upon the Property or any part thereof in violation of any Environmental Laws. Lessor will not permit, suffer or allow any such Hazardous Material to be released, discharged or stored upon the Property or any part thereof in violation of any Environmental Laws- at any time during the Term or prior to a closing of the purchase and sale of the Property in the event Lessee exercises the right of first offer or right of first refusal provided for herein. For purposes of this Lease, Hazardous Materials means and includes petroleum, petroleum byproducts, (including, but not limited to,) crude oil, diesel oil, fuel oil, gasoline, lubrication oil, oil refuse, oil mixed with other waste, oil sludge, and all other liquid hydrocarbons, regardless of specific gravity, natural or synthetic gas products, asbestos, PCB, and/or any hazardous substance or - 4 -