8673-13 McKinley School Purchase

Home Browse Search

U;. written notice of the intended contact and to have a representative present when Buyer has any such contact with any governmental official or representative. For the purposes of this Agreement, the term "Hazardous Substances" shall have the same definition as is set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 et se . (the "Superfund Act "); provided, however, that the definition of the term "Hazardous Substances" shall also include (if not included within the definition contained in the Superfund Act) petroleum and related byproducts, hydrocarbons, radon, asbestos, men formaldehyde and polychlorinated biphenyl compounds. SECTION 9 - REPRESENTATIONS AND WARRANTIES. 9.1 - By Seller. Seller represents and warrants to Buyer that: a) Seller is duly organized and validly existing under the laws of the State of Ohio. b) Seller has the capacity and authority to execute this Agreement and perform the obligations of Seller under this Agreement. All action necessary to authorize the execution, delivery and performance of this Agreement by Seller has been or will be taken. c) To the best knowledge of Seller, the execution and delivery of this Agreement and performance by Seller will not conflict with or result in a violation of, or breach of or constitute a default under, any law or administrative regulation or any of the terms, conditions or provisions of any judgment, decree, loan agreement, bond, note, resolution, indenture, mortgage, deed of trust or other agreement or instrument to which it is a party and which affects the Property. d) Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code. In the event that any representation or warranty by Seller is not accurate as of the Closing Date, Buyer, as its sole and exclusive remedy, shall have the right to terminate this Agreement, in which event neither party hereto shall have any further obligations hereunder except for such obligations and indemnities which expressly survive the termination of this Agreement, but Buyer expressly reserves the right to sue Seller for damages. Each of the representations and warranties of Seller contained in this Agreement is made as of the Effective Date and shall merge in the Deed and shall not survive the Closing Date. 9.2 - By Buyer. Buyer represents and warrants to Seller as of the Effective Date that: a) Buyer is duly created and validly existing pursuant to the laws of the jurisdiction of its organization. b) Buyer has the capacity and authority to execute this Agreement and perform the obligations of Buyer under this Agreement. All action necessary to authorize the execution, delivery and performance of this Agreement by Buyer has been taken, and such action has not been rescinded or modified. Upon the execution of this Agreement, this Agreement will be legally binding upon Buyer and enforceable against Buyer in accordance with all of its provisions. The person signing this Agreement on behalf of Buyer has been duly authorized to sign and deliver this Agreement on behalf of Buyer. c) Buyer is not subject to any judgment or decree of a coma of competent jurisdiction or governmental agency that would limit or restrict Buyer's right to enter into and carry out this Agreement.