R2003-20 AUTHORIZING AGREEMENT - Laserfiche WebLink

Home Browse Search

acquire title to the Shopping Center Tract in such condition as shall permit Seller to perForm its obligations in accordance with the terms, covenants, provisions and conditions of this Agreement; C. so long as this Agreement remains in full force and effect, Seller shall not modify, amend or terminate the Prime Contract without the prior written consent of Buyer, which consent may be withheld or conditioned in Buyer's sole and absolute discretion if any such amendment would adversely affect Seller's ability to perform Seller's obligations under this Agreement, or would diminish or otherwise adversely affect Buyer's rights under this Agreement; D. Seller has not, and so long as this Agreement shall remain in force, Seller shall not convey or otherwise transfer the Prime Contract; E. so long as this Agreement remains in force, Seller shall not lease, convey or otherwise transfer or encumber all or any portion of the Property; F. Seller shall not take or authorize, directly or indirectly, any action (a) which modifies or alters the accuracy of any of the statements at Section 10.1. or Section 10.2. above, or (b)which would prevent Seller from representing and warranting as to the truth and accuracy of said statements as of the Date of Closing; G. on or before the Date of Closing, Seller shall, at Seller's sole cost and ' expense, remove, remediate, transport, dispose and/or control all Hazardous Materials on or under the Shopping Center Tract, or migrating to or from the Shopping Center Tract (including any soil contaminated by one or more Hazardous Materials) of which Seller is aware or is made aware on or before the Date of Closing, all in accordance with a remediation management plan approved by Buyer and all applicable regulatory authorities (the "Remediation Management Plan"). Buyer's approval of the Remediation Management Plan shall not be unreasonably withheld, provided that the same is approved by Buyer's consultant and does not interfere with Buyer's contemplated construction or operation activities for the Property. Approval of a remediation management plan by Buyer and/or its consultant shall not constitute assumption of responsibility by Buyer for the accuracy, su�ciency or propriety thereof, nor shall such approval constitute a representation or warranty by Buyer that the same complies with requirements of any governmental agency having jurisdiction thereover; H. Seller shall deliver the Properry to Buyer on the Date of Closing free and clear of any and all waste and debris of any and all kinds; and I. At Closing, subject to disclosures to the contrary on the Certificate, Seller shall warrant and represent to Buyer in writing in the Certificate that (a) all of the 'i Approvals have been issued and the time periods for appeal of the same have expired without contest, and (b) all of the third party, private approvals referenced in Section 8.2.D. above have been irrevocably obtained. 17 ::OOMA\PCDOCS\NEWARfQ617546\3 February 12,2003