|
time period, Purchaser shall be deemed to have elected to close the transaction contemplated hereby in
<br />accordance with clause {b) above.
<br />SECTION 9. Representations and Warranties of Seller. Seller represents and wanants to
<br />Seller {each of which representations and warranties shall be true as of the Date of Agreement and as of the
<br />Closing} as follows:
<br />9.01 Seller is a limited liability company duly arganizect, validly existing and in good
<br />standing in accordance with the laws of the State of North Carolina. Seller has full right, power and authority
<br />to enter into this Agreement and to consummate the sale contemplated herein, all required action necessary to
<br />authorize Seller to enter into this Agreement and to consummate the sale conternplatecl herein has been taken,
<br />and the joinder of no person or entity other than Seller will be necessary to convey the Property fully and
<br />completely to Purchaser at Closing.
<br />9.02 There are no adverse ar other parties in possession of the Property ar of any part
<br />thereof. No person has been granted any license, lease or other right relating to the use or possession of the
<br />Property or of any part thereof.
<br />9.03 To the best of Seller's knowledge, there is no action, suit or proceedings pending or
<br />threatened against or affecting the Property or any part thereof, or relating to or arising out of Seller's
<br />ownership of the Property or any part thereof, or by any federal, state, county or municipal department,
<br />commission, board, bureau or agency or other governmental instrumentality, nor is there any attachment,
<br />execution, assignment far the benefit of creditors or voluntary or im~oluntary proceecling in bankruptcy or
<br />under other debtor relief laws contemplated by or pending ar theatened against Seller or the Property.
<br />9.04 There exist no contracts, sen~ice agreements or obligations affecting the Property
<br />which are in addition to or different from those which have been furnished or otherwise disclosed to
<br />Purchaser.
<br />9.05 Seller has no knowledge of any release, discharge or storage of any Hazardous
<br />Material on or upon the Real Property ar any part thereof in violation of any Environmental Laws. Seller will
<br />not permit, suffer or allow any such Hazardous A~laterial to be released, discharged or stored upon the Real
<br />Property or any part thereof in violation of any Environmental Laws at any time prior to Closing.
<br />For purposes of this Agreement, Hazardous Materials means and includes petroleum,
<br />petroleum byproducts, (including, but not limited ta,) crude ail, diesel oil, fuel oil, gasoline, lubrication oil,
<br />oil refuse, oil mixed with other waste, oil sludge, and all other liquid hydrocarbons, regardless of specific
<br />gravity, natural ar synthetic gas products, asbestos, PCB, and~ar any hazardous substance or material, waste,
<br />pollutant or contaminant, defined as such in {or for the purposes of} any Environmental Laws. For purposes
<br />of tlus Agreement, Environmental Laws means the Comprehensive Environmental Response, Compensation
<br />and Liability Act as amended, the Resource Conservation Recovery Act as amended, the Clean Air Act, the
<br />Clean Water Act, any "Superfund" or "Superlien" law, the North Carolina (_)il Pollution and Hazardous
<br />Substance Cantral Act of 197b, ar any other federal, state ar local statute, law, ordinance, code, rule,
<br />regulation, order or decree, regulating, relating to or imposing liability or standards of conduct concerning
<br />any petroleum, petroleum byproduct (including, but pat limited to, crude oil, diesel oil, fuel ail, gasoline,
<br />lubrication oil, oil refuse, oil mixed with other waste, oil sludge, and all other liquid hydrocarbons, regardless
<br />of specific gravity), natural or synthetic gas, asbestos, PCB, products and/ar hazardous substance or material,
<br />toxic or dangerous waste, substance or material, pollutant or contaminant, as may now or at any time
<br />hereafter be in effect.
<br />-8-
<br />
|