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(iii) There are no outstanding written or oral leases, land contracts, <br />licenses or other occupancy agreements in any way affecting the Premises, <br />and no person or entity has any right with respect to all or any portion of <br />the Premises (whether by option to purchase, right of first refusal, contract, <br />or otherwise) that would prevent or interfere with Purchaser taking title to, <br />and exclusive possession of, .all of the Premises on the Closing Date, except <br />for the rights of holders of Permitted Exceptions. <br />(iv) Seller is not subject to any judgment or decree of a court of <br />competent jurisdiction or governmental agency that would limit or restrict <br />Seller's right to enter into and carry out this Agreement. <br />(v) Neither the execution of this Agreement nor the consummation of <br />the transactions contemplated herein will constitute a breach under any <br />contract or agreement to which Seller is a party or by which Seller is <br />bound or affected or which affects the Premises or any part thereof. <br />(vi) There are no actions, suits or proceedings pending, or, to Seller's <br />best knowledge, threatened, before any judicial body or any governmental <br />authority or any order, writ, injunction, decree or demand of any court or <br />any governmental authority relating to the Premises or any part thereof. <br />(vii) There is no significant adverse factor or condition relating to the <br />Premises known to Seller which has not been. specifically disclosed in <br />writing to Purchaser by Seller, and Seller knows of no fact or condition of <br />any kind or character whatsoever which adversely affects Purchaser's <br />intended use of the Premises for construction of office space. <br />(viii) To Seller's knowledge, any written materials, reports or documents <br />provided by Seller to Purchaser or its agents are true and correct in all <br />material respects and Seller shall immediately notify Purchaser of any <br />material change in respect to the Premises or any information heretofore <br />furnished to Purchaser in respect to the Premises. <br />(ix) From the date hereof until closing, Seller shall: (i) not enter into <br />any agreement or instrument or take any action which would constitute a <br />lien or other encumbrance of the Premises, or which would be outside the <br />normal scope of maintaining and operating the Premises, without the prior <br />written consent of Purchaser. <br />(x) All bills and other payments due with respect to the Premises have <br />been (or at the Closing will be) paid and no liens or other claims for the <br />same have been filed or asserted or will be filed or asserted against any <br />part of the Premises which are not paid or satisfied. <br />Seller shall fully disclose to Purchaser any change in facts of which. Seller <br />becomes aware prior to the Closing Date which may affect the representations and <br />warranties set forth above. The representations and warranties of Seller set forth above <br />MRU\L960439\AGR00002.002 5 <br />