Agenda - 06-23-2005-9d - Laserfiche WebLink

Browse Search

(i) To Seller's actual knowledge, there is no pending appiication for changes in the zoning affecting the Property (other than Buyer's anticipated applications relating to addition of a senior center) or any action, suit, proceeding, appeal or other litigation which might affect such zoning, If Seller receives notice of any application for changes in the present zoning of the Property, Seller shall immediately notify Buyer of same. assessments (ii) To Seller's actual knowledge, the Property is free from any pending or proposed (iii) Seller has received no notice that there is a current violation of any applicable federal, state or local law, ordinance, regulation, order, mle or requirement affecting the Property. (iv) Seller has not received any notice from any city, county or other govemmental authority of any taking of the Property, or any portion thereof, by eminent domain; and, to Seller's actual knowledge, no such taking of the Property, or any portion t]rereof, is t}ueatened or contemplated. (v) Neither the execution of this Agreement nor the consummation of the transaction contemplated hereby will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any agreement or instrument to which Seller or any related party of Seller is a party or by which Seller or any related party of Seller is bound. (vi) No notice of violation or other written communication has been received by Seller from a govemmental agency or any other entity or person alleging or suggesting an environmental law violation on the Properiy For purposes of this Agreement, "to the best of Seller's knowledge" or "to Seller's actual knowledge" does not mean that Seller has an obligation to make an independent investigation prior to entering into Chis Agreement. e) Renair Reserve. At Closing, Seller agrees to pay Tluee Hundred Thousand Dollars ($300,000..00) to Buyer for use in connection with such repair and restoration of the Property as Buyer shall, in its sole discretion, undertake (such amount, as adjusted pursuant to the second sentence of this subparagraph, to be referred to herein as the "Repair Reserve") In the event any of the equipment set forth on Exhibit B fails prior to Closing, the cost of major repair or replacement of such equipment by Seller shall be deducted from the Repair Reserve and retained by Seller, f) Payment of Advance Payments. At Closing, Seller shall also pay to Buyer (i) such portion of the Advance Payment Amounts refereed to in Section 4(c) above, and (ii) such advance payments as shall be made by users for any new programs or activities after the date hereof; in both cases as shall relate to the period after Closing (collectively the "Post-Closing Prepaids"). g) Emnlovee Matters. Seller intends to terminate all current employees, whether employed directly by it or provided by a staffing agency, and all independent contractors, as of the date of Closing. Seller shall be responsible for payment of any severance pay, vacation pay, or other costs incurred in connection with such termination. In the event Buyer wishes to hire any such employees or independent contractors (and provided drat such hiring does not create any liability for Seller under its confracts with any staffing agency or other person or entity), Buyer may do so, and Seller shall reasonably cooperate with Buyer in connection with such reemployment. h) Annlication for Zoning. Buyer agrees to promptly apply at its expense to Orange County, the Town of Hillsborough, and any other relevant governmental authority for zoning and land use approval to add to the Property a senior center and conmrmrity and recreational facility of approximately 8,000 square feet and to obtain such other approvals as shall be necessary to permit the construction and use of such multipurpose facility (collectively, such approvals and permits to be referred to as the "Expansion Zoning Approvals") Seller consents to Buyer making the applications and agrees to provide to the Town of Hillsborough whatever evidence is necessary to satisfy the Town of Hillsborough of this consent. anrs~crnasar~s a