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b. Inspection of Properties. On or before the Condition Date, Buyers shall have
<br /> determined, in its sole discretion for any reason or no reason at all, from inspections of the
<br /> Properties, from the Survey, any soil tests, hazardous substance tests, inquiries, engineering
<br /> studies or other examinations or inspections of the Properties which Buyers elects to perform
<br /> or to have performed, that the Properties are acceptable to Buyers. By signing this
<br /> Agreement, Sellers authorizes Buyers to enter on the Properties during reasonable business
<br /> hours and to make such inspections, tests and inquiries, as Buyers deems necessary. Sellers
<br /> agrees to cooperate fully with Buyers in its performance of the inspections, tests and inquiries
<br /> referred to herein as well as to deliver to Buyers promptly upon execution of this agreement
<br /> by Sellers copies of all surveys, warranties, guarantees, licenses, Certificates, permits,
<br /> authorizations, reports, studies, site inspections, soil and other tests, plans or specifications
<br /> and any other agreements or information which relate in any way to the Properties. Buyers
<br /> hereby agrees to defend and indemnify Sellers against, and to hold Sellers harmless from, all
<br /> costs, expenses, or damages (including reasonable attorney's fees and court costs) arising out
<br /> of any personal injury, death or property damage, or monetary claims arising out of any such
<br /> entry, investigation, examination, survey or tests by or on behalf of Buyers. This indemnity,
<br /> as applicable to such acts by or on behalf of Buyers during the term of this Agreement, shall
<br /> survive termination or expiration of this Agreement, notwithstanding anything apparently to
<br /> the contrary herein.
<br /> ARTICLE V
<br /> REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS
<br /> Sellers warrants, represents and covenants as follows, each and every one of which shall be true on
<br /> the Closing Date and shall survive the Closing Date unless specifically waived in writing by
<br /> Buyers:
<br /> 5.1 Absence of Claims. As of the date hereof, Sellers has no knowledge of any action,
<br /> litigation, suit, investigation, claim, code violation or proceeding relating to the Properties,
<br /> including but not limited to, condemnation, environmental, zoning or other proceeding. Except as
<br /> disclosed on Exhibit B attached hereto, at closing, no contracts or agreements, including but not
<br /> limited to management agreements, employment contracts, leases, or other contracts or agreements
<br /> relating to the Properties, shall be in effect with respect to the Properties by which Buyers shall be
<br /> bound, except the Leases and those, if any,which Buyers may have specifically elected to accept
<br /> the assignment of from Sellers at closing. Sellers shall give Buyers prompt written notice of any
<br /> action, suit, litigation, claim, violation investigation, or proceeding is commenced prior to the
<br /> Closing Date. Upon receipt of such notice, Buyers shall have the option to terminate this
<br /> Agreement, if Buyers deems such action to be material.
<br /> 5.2 Status of Title. Sellers are the owner in fee simple title of the Proper(res, free and
<br /> clear of any and all liens, deeds of trust, land trusts, mot(gal: pledges, security interests, leases,
<br /> charges, encumbrances, easements, railroad rigli' ownership, investment interest of
<br /> third parties or restrictions of any kind.
<br /> 5.3 %\uthority. Sellers have all necessary lawful ;authority to enter into this Agreement
<br /> and to sell and convey the Properties to Buyers as provided in this Agreement and to carry out
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