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  • Narconon West Coast Property Investments, Inc. Contract Purchase-Agreement For Trout Run

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    Mary McConnell
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    Narconon Trout Run Zoning Board of Appeal document re application B-13-09 Frederick County Maryland.West Coast Property Investments, Inc. Contract Purchase-Agreement. Property later assigned to Social Betterment Properties International, Inc , who then bought the property from Trout Run LLC. Narconon is Scientology

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    Narconon West Coast Property Investments, Inc. Contract Purchase-Agreement for Trout Run

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    Narconon Trout Run Zoning Board of Appeal document re application B-13-09 Frederick County Maryland.West Coast Property Investments, Inc. Contract Purchase-Agreement. Property later assigned to Social Betterment Properties International, Inc , who then bought the property from Trout Run LLC. Narconon is Scientology

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    © All Rights Reserved
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    32 Ansichten19 Seiten

    Narconon West Coast Property Investments, Inc. Contract Purchase-Agreement For Trout Run

    Hochgeladen von

    Mary McConnell
    Narconon Trout Run Zoning Board of Appeal document re application B-13-09 Frederick County Maryland.West Coast Property Investments, Inc. Contract Purchase-Agreement. Property later assigned to Social Betterment Properties International, Inc , who then bought the property from Trout Run LLC. Narconon is Scientology

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    © All Rights Reserved
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    PURCHASE AGREEMENT ‘This Purchase Agreement is made as of the [3 _ day of May, 2013, by and between West Coast Property Investments, Inc,, a Delaware corporation ("Purchaser"), and Trout Run, LLC, @ Maryland limited liability company ("Seller"). ‘Purchaser desires to purchase certain property owned by Sellor, and Seller desires {o sell such property to Purchaser pursuant to the terms and conditions set forth in this Agreement. Accordingly, Seller and Purchaser agree as follows: Article 1. Definitions ‘The following terms shall have the meanings set forth below: 1.1 Agreement. This Agreement, including the following exhibits attached hereto and hereby made a part hereof: Exhibit A: Legel Deseription of Land ExhibitB: Form of Deed Form of Bill of Sale and General Assignment 12 Brokers. Collectively, Broad Street, TTR Sotheby's Intemational Realty and Binswanger/Realty Advisory Group. 13 Closing. Concurrently, the transfer of ttle to the Property to Purchaser, the payment to Seller of the Purchase Price, and the performance by each party of the other obligations on its part then to be performed, all in accordance with Article 4, 14 — Closing Date, ‘The date on which the Closing shall occur as provided in Section 4.1, subject to any other provision of this Agreement which provides for postponement of the Closing Date. 1.5 Commitment. The title insurance commitment with respect to the Real Property to be obtained by Purchaser as described in Section 5.1, 1.6 Contingency Date. Thirty (30) days after the Effective Date, as may be extended ‘pursuant to Section 6.1 below. 1.7 Contracts. All service and maintenance contracts, insurance policies and contracts, equipment leases and other contracts regarding the Real Property. 1.8 Bamest Money. The earnest money deposit, together with any interest earned thereon, made by Purchaser and held by the Title Company, 1.9 Effective Date. The date on which the last party to execute this Agreement does so and delivers such fully executed Agreement to the other party. Lao 1.10 Executory Period, ‘The period between the Effective Date of this Agreement and the Closing, 1.11 Hazardous Material. Any substance, chemical, waste or material that is or becomes regulated under applicable law because of its toxicity, infectiousness, radioactivity, explosiveness, ignitability, corosiveness or reactivity, including asbestos, urea formaldehyde, polychlorinated biphenyls, nuclear fuel or materials, radioactive materials, explosives, known carcinogens, petroleum products and by-products and any substance, chemical, waste or material regulated by any Hazardous Material Law. 1.12 Hazardous Material Laws, Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Superfund Amendments and "Reauthorization Act, of 1986, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, as, such acts may be amended from time to time, and any other Federal, stale, county, municipal, local or other law, statute, code, ordinance, rule or regulation which relates to or deals with fbuman health or the cavironment in the jurisdiction in which the Property is located. 1.13 Improvements. All buildings, structures, fixtures (including by way of exemple, all floor coverings, wall coverings, window coverings, lighting fixtures, plumbing fixtures, caijinetry and similar items) and improvements located on the Land. 1.4 Land. The real property situated on and commonly known as Trout Run, 12929 Catoctin Hollow Road, Thurmont, Maryland, said real property being legally described on Exhibit A, together with all easements, appurtenances and hereditaments thereto. 1.15 _ Permits, All licenses and permits relating to the Real Property, including all centificates of occupancy and other permits, licenses or approvals issued under applicable law. 1.16 Permitted Exceptions. ‘The following: (i) general real estate taxes not yet due ot payable (but excluding so-called "roll back" or deferred taxes); (ji) public utility easements of record; and (iii) building end zoning laws, ordinances, State and Federal regulations, 1.17 Personal Property. All personal property, furniture, furnishings, supplies and equipment, owned by Seller and located in or used in connection with the operation, ownership (or managoment of the Real Property. 1.18 Property. The Real Property, the Personal Property, the Permits, the Records and the Warranties, collectively. 1.19 Putchase Price. The purchase price for the Property described in Article 3. 1.20 Real Property. The Land and the Improvements, collectively. 1.21 Records. All documents and records of Seller relating to the Real Property, the Permits and the Warranties, including (a) all records regarding real estate taxes and assessments, insurance, maintenance, repairs, capital improvements and services, (b) all, reports and studies (including soil, engineering, environmental reports or tests, including all drafts and letters and other documents which order, deseribe or limit the scope of such tests, reports or studies, (c) all criginals and copies of surveys, blueprints, plans and specifications regarding the Real Property and (¢) equipment manuals, 1.22 Survey. "The survey of the Real Property described in Section 5.1. 1.23 Title Company, To be determined by Purchaser 1.24 Evidence. The title evidence with respect to the Property to be delivered by Seller to Purchaser as described in Section 5.1, 1.25 Warcanties, All warranties and guaranties given to, assigned to or benefiting Seller and/or the Real Property, regarding the acquisition, construction, design, or operation of the Real Property, Asticle 2. Purchase and Sale, Selier hereby agrees to sell, and Purchaser hereby agrees to purchase, upon and subject to the terms and conditions hereinafter set forth, the Property. jole 3, Purch 3.1 Amount, Purchaser shall pay to Seller as and for the Purchase Price for the Property the sum of none of which shall be allocaied to the Personal Property, which Seller has agreed to donate to Purchaser, 3.2 Manner of Payment. The Purchase Price shall be payable as follows: 1 eR tae ESSENSE Earnest Money, to be deposited by Purchaser in escrow with Title Company within three (3) days after the Effective Date of this Agreement and held and disbursed pursuant to the terms of this Agreement, 3.2.2 The balance of the Purchase Price in cash or by certified or cashier's check or wire transfer of immediately available funds on the Closing Date. Atticle 4, Closing, 4.1 Closing Date, The Closing shall occur on a date designated by Purchaser in ‘writing to Seller such date to be no later than fifteen (15) days after the Contingency Date, ‘The Closing shall be held at 10:00 a.m, on the Closing Date at the offices of Title Company or at such other place, date and time as Seller and Purchaser may agree, 42, Seller's Closing Documents. At Closing, Seller shall execute, acknowledge (where appropriate), and deliver to Purchaser the following, each dated as of the Closing Date and in form and substance reasonably satisfactory to Purchaser: 42.1 A special warranty deed conveying to Purchaser the Real Property, subject only to Permitted Exceptions, in the form attached hereto as Exhibit B. 42.2 Abill of sale and general assignment assigning to Purchaser all of Seller's right, ttle and interest in the Personal Property, the Permits and the Warranties, in the ‘form attached hereto as Exhibit C, together with the written consent of any entity, whether ‘governmental or private, having a right fo consent to such assignment. 4.2.3 A certificate certifying that the representations and warranties contained in Section 7.1 of this Agreement are true and correct as of the Closing Date. 42.4 An affidavit of Seller regarding liens, judgments, residence, tax liens, ‘bankrupteies, parties in possession, survey and mechanics! ot materialmens' liens and other ‘matters affecting ttle to the Real Property and/or as may be reasonably required by Title ‘Company to delete the so-called "standard exceptions" from the ttle insurance policy described in Section 6.2.1. 4.25 A transferor's certification stating that Seller is not a "foreign person “foreign partnership", “foreign trust" or "foreign estate” as those terms are defined in Section 1445 of the Interna] Revenue Code, and containing such additional information as may be required thereunder. 42.6 Ani appropriate required Federal Income Tax reporting form, 4.2.1 All documents and instruments which (a) Purchaser ot Title Company may reasonably determine are necessary to transfer the Property to Purchaser subject only to the Permitted Exceptions, (b) Purchaser or Title Company may reasonably determine are necessary to evidence the authotity of Seller to entor into and perform this Agreomont and the documents «nd instruments required to be executed and delivered by Seller pursuant to this Agreement, (c) Title Company may require as a condition to issuing the ttle insurance policy described in» »! Section 6.2.1 or (4) may be required of Seller under applicable lav, including any revenue or tax. certificates or statements, or any affidavits, cerlifications or statements relating to the environmental condition of any of the Real Property, the presence (or absence) of wells about the Real Property, the presence (or absence) of storage tanks about the Real Property, or the extent of compliance of any of the Property with applicable law, 4.2.8 — Asettlement statement consistent with this Agreement, 43, Seller's Additional Closing Deliveries. At Closing, Sellor shall cause the following to be delivered to Purchaser: 43.1 All originals of the Permits, the Records and the Warranties in Seller's custody and control, to the extent not previously delivered to Purchaser pursuant to Section 8.2. 432 The sbstraci(s) of ttle to the Property. 433 All keys and locks and safe combinations relating to any of the Property. Larmor 4.4 — Purchaser's Closing Deliveries. At Closing, Purchaser shall cause the following, to be delivored to Seller: 44.1 The portion of the Purchase Price payable pursuant to Section 3.2.2, as adjusted pursuant to Section 4.6, in cash or by certified or cashier's check or by wire transfer of immediately available funds. The Earnest Money shall be applied to and credited against the Purchase Price and shall be disbursed to Seller by the Title Company at Closing 4.42 All documents and instruments, each executed and acknowledged (ovhere appropriate) by Purchaser, which (a) Seller or Title Company may reasonably determine are necessary to evidence the authority of Purchaser to enter into and perform this Agreement and the doctiments and instruments required to be executed and delivered by Purchaser pursuant to this Agreement, or (b) may be required of Purchaser under applicable law, including any purchaser's affidavits or revenue or tax certificates or statements, 443 A settlement statement consistent with this Agreement executed by Purchaser. 4.5 Closing Escrow. Purchaser andlor Seller at their option may deposit the respective Closing deliveries described in Sections 4.2, 4.3 and 4.4 with Title Company with appropriate instructions for recording and disbursement consistent with this Agreement. 46 Closing Adjustments, The following adjustments shall be made at Closing: 4.6.1 General real estate taxes applicable to any of the Real Property due and payable in the year of Closing shall be prorated between Seller and Purchaser on a daily basis es of the Closing Date based upon a fiscal year, with Seller paying those allocable to the period prior to the Closing Date and Purchaser being responsible for those allocable subsequent thereto, Seller shall pay in full all catch-up or other deferred taxes applicable to any of the Real Property as of the Closing Date, 4.6.2 Sellor shall pay in full all special assessments (and charges in the nature of or in lieu of such assessments) levied, pending or constituting a lien with respect to any of the Real Property as of the Closing Date; provided however, the parties shall prorate, as ofthe Date of Closing, those special assessments of an ongoing and recurring nature so long as such amounts are not metered with regard to the amount of consumption of particular services and ‘which do not represent the remaining unamortized balance of an assessment levied specifically against the Property. 4.6.3 Purchaser shall pay all sales and excise taxes due regarding this transaction, 4.6.4 — Purchaser shall pay al state deed and transfer taxes regarding the deed to be delivered by Seller to Purchaser. 4.6.5 Purchaser shall pay the cost of recording all documents, including the deed to be delivered by Seller to Purchaser, necessary to place record title to the Property in Seller in the condition required pursuant to Section 6.2.1, and all other documents, Lasoo 4.6.6 Purchaser will pay all til, abstracting, search and serviee charges in connection with the issuance ofthe title commitment set forth in Section 5.1 below. 4.6.7 Purchaser shall pay any Closing fee payable to Title Company with respect to the transaction contemplated by this Agreement. 4.6.8 — Allutiity expenses, including water, fuel, gas, electricity, telephone, sewer, trash removal, heat and other services furnished to or provided for the Property shall be prorated botween Seller and Purchaser on a daily basis as of the Closing Date, with Seller paying those allocable to the period prior to the Closing Date and Purchaser being responsible for those allocable subsequent thereto, Seller agrees to have all meters with respect to any such utilities read as of the Closing Date, 4.6.9 Allother operating costs of the Property shall be prorated between Seller and Purchaser on a daily basis as of the Closing Date, with Seller paying those allocable to the period prior to the Closing Date and Purchaser being responsible for thoso allocable subsequent thereto. 4.6.10 Except as provided in Article 14 and Section 21.12, Seller and Purchaser shall each pay its own attorneys fees ineurred in connection with this transaction. 4.6.11 Seller shall, in the manner set forth on invoices from the Brokers, pay any brokerage commission or finder's fee payable to Brokers on account of this transaction in accordance with Article 13 below. If any of the amounts allocated under this Section 4.6 cannot be caleulated with complete precision at Closing because the amount or amounts of one or more items included in such calculation are not then known, then such calculation shall be made on the basis of the reasonable estimates of Seller and Purchaser, subject to prompt adjustment (by additional payment or refund, as necessary) when the amount of any such item or items become known, Seller or Purchaser, as tho case may be, shall deposit with Title Company at Closing an amount equal to Title Company's reasonable estimate of such amount fo be allocated. Title Company shall hold such deposit in an interest-bearing account pending final determination of such allocated amount and shall pay to the appropriate payee the amount finally determined and refund any excess to the depositing party. The depositing party shall promptly pay any deficiency in the amount so escrowed. 4.7 Possession. Seller shall deliver exclusive legal and actual possession of the Property to Purchaser on the Closing Date, Article 5 snination, lc 5.1 Investigation of Title. Purchaser shall promptly obtain a ttle commitment for an owner's policy of title insurance (Including endorsements thereto) acceptable to Purchaser from the Title Company, which shall include searches for judements, bankcrupteies, tex liens and special assessments pending or levied against the Property. Purchaser may also elect to obtain & survey of the Real Property. 5.2 Failure of Title. If Seller is unable to convey title to the Property as required herein, then, upon notice to Seller, Purchaser may elect to (D accept such title as Seller is able to convey subject to Seller's obligation, in all events, to remove all monetary liens, including ‘without limitation, outstanding mechanics, broker's, mortgage-related os judgment liens as well as special assessments (other than the Recurring Assessments) or deferred or delinquent real estate taxes (collectively, "Monetary Liens") (i) inform Seller of non-monetary title defects, in which event the Seller may elect remove ot cure such title matters, failing which, Purchaser may ‘terminate this Agreement and receive the return of all Earnest Money deposited hereunder, or (iii) terminate this Agreement and receive the return of all Earnest Money deposited hereunder. If Seller fails to remove any Monetary Liens, Purchaser may, without limiting any other rights and remedies hereunder, deduct from the Purchase Price all funds necessary to satisfy any Monetary Fens. Artiole 6, Due Diligence Period: Conditions Precedent. 61 DueDiligenes. 6.1.1 Purchaser shall have the period on and before the Contingency Date to determine, in its sole and absolute discretion, based upon the matters and conditions disclosed by the reports, investigations and tests received or performed by Purchaser pursuant fo Section 8.1 ‘and with its review and analysis of the Permitted Exceptions, the Warranties, the Permits and the Records, that the Proporty is in a condition satisfactory to Purchaser, ‘The Earnest Money shall be immediately refunded if this Agreement is terminated at any time on or before the Contingency Date, Upon the eatlior of the Contingeney Date or the date Purchaser has approved its due diligence investigation of the Property, provided Purchaser has not earlier terminated this Agreement, the Eamest Money shall become non-reftindable except in the case of a Seller default or failure of a Closing condition in favor of Purchaser. 6.1.2 Purchaser shail have the right to extend the Contingency Date for up to ‘two (2) additional thirty (30) day periods by sending notice of such decision to Seller on ot ‘before the expiration of the then current Contingency Date, 6.13 Purchaser may, at any time on or before the Contingency Date (as may be extended pursuant to Section 6.1.2), terminate this Agreement by giving written notice thereof to Seller at any time on of before the Contingency Date, Upon such termination of this Agreement, the Famest Money shall be refunded to Purchaser without the requirement of additional instruction from Seller, and both parties shall be released from all duties and obligations under this Agreement, except as otherwise provided in this Agreement, 62 Conditions in Favor of Purchaser. ‘The obligations of Purchaser under this Agreement are contingent upon each of the following: 62.1 On the Closing Date, Title Company shall be irrevocably committed to issue to Purchaser an ALTA extended coverage owner's policy of title insurance approved by Purchaser with respect to the Real Property and any appurtenant easements designated by Purchaser pursuant to Section 5.2, subject only to the Permitted Exceptions and otherwise in a form approved by Purchaser pursuant to Sections 5.2 622 — On the Closing Date, each of the representations and warranties of Seller in Section 7.1 shall be true and correct as if the same were made on the Closing Date, 623 On the Closing Date, Seller shall heve performed all of the obligations required to be performed by Seller under this Agreement as and when required under this Agreement, 624 Purchaser shall have received zoning reaffirmation, and all governmental approvals (ineluding without limitation a special use permit) that are reasonably necessary for the intended use of the Property as a spa, health and addiction and rehabilitation facility. If any conditions in this Section 6.2 have not been satisfied on or before the applicable date set forth in this Section 6.2 with respect to each condition, then Purchaser may terminate this Agreement by notice to Seller on or before the applicable date, subject however to Article 14, “The conditions in this Section 6.2 are specifically stated and for the sole benefit of Purchaser. Purchaser in its discretion may unilaterally waive (conditionally or absolutely) the fulfillment of ‘any one or more of the conditions, ot any part thereof, by notice to Seller. Seller shall not take or authorize, directly or indirectly, any action that modifies or changes the circumstances upon which the conditions set forth in this Section 6.2 were deemed satisfied or waived by Purchaser without Purchaser's consent, 63 Conditions in Favor of Seller. ‘The obligations of Seller under this Agreement are contingent upon each of the following: 6.3.1 __ On the Closing Date, each of the representations and warranties of Purchaser in Section 7.2 shall be true and correct as if the same were made on the Closing Date, 632 On the Closing Date, Purchaser shall have performed all of the obligations required to be performed by Purchaser under this Agreement as and when required under this Agreement. If any of the conditions in this Section have not been satisfied on or before the applicable date set forth in this Scction 6:3 with respect to cach condition, then Seller may terminate this Agreement by notice to Purchaser on or before the applicable date, subject however to Article 14, The conditions in this Section 6.3 are specifically stated and for the sole benefit of Seller. Seller in its discretion may unilaterally waive any one or more of the conditions, or any part thereof, by notice to Purchaser. 64 Cooperation, The parties shall cooperate with each other to all reasonable extents ‘and without charge in the parties' attempts to satisfy the conditions set forth in Sections 6.1, 6.2, and 633, respectively, including executing such documents as may be reasonably requested by the ‘ther in connection therewith. In this egard, Buyer and Seller acknowledge that after the Effective Date, Buyer may be submitting to the County of Frederick (the “County”) an applicable for proposed use of the Property as a spa, health, exercise and addictive rehabilitation facility as may be necessary for Buyer's intended use of the Property, including, without limitation, site plans and renderings (“Use Approval). Buyer desires and intends to maintain the physical aspects of the exterior of the Property in its current condition, making only minor adjustments. The entire process for the Use Approval, including, without limitation, all plans, drawings, engincering, fees, charges, permits, hearings, and the resolution of all appeals shall be at Buyer's sole cost and expense. Seller agrees, if requested by Buyer, to process such Use Approvals on Buyer's behalf, and shall execute such documents as may reasonably be required by the County, provided such documents are not in any way binding upon the Property or Seller if for any reason the Closing shall fail to oceur. With respect to the Use Approval, Buyer agrees to take no action that would create any responsibility or liability on the part of Seller whatsoever. Without limiting the foregoing, Buyer agrees that it shall take no action to cause the increase oF creation of new taxes or assessments on the Property of increase or create any restrictions on the Property that would be binding on Seller ifthe Close of Escrow were to not occur for any reason, Buyer agrees to indemnify, defend, protect and hold harmless Seller from and against any and all losses, costs, damages, liabilities and expenses (including reasonable attorney's fees) related to Buyer's breach the foregoing. Atticle 7. Representations and Warranties. Except as otherwise provided in this Agreement, and the representations and warrantios of Seller provided in this Agreement, Purchaser is acquiring the Property in its “AS IS” condition, 7A Seller's Representations and Warranties, Seller represents and warrants to Purchaser as of the date of this Agreement as follows: 7.1.1 Seller has good, marketable and insurable record title to the Real Property, subject to no liens, easements, restrictions or other encumbrances other than the Permitted Exceptions. 7.1.2 There has been no labor or materials of any kind furnished to or for the benefit of the Property for which payment in full has not been made, 7.13 No person or entity is entitled to possession of any of the Property, other than Seller and except pursuant to Permitted Exceptions. 7.14 — The Real Property constitutes a separate parcel of record for real estate tax assessment and conveyancing purposes, and complies with applicable law governing the 7.1.5 The Property has not been classified under any designation under appliceble law to obtain a special low ad valorem tax rate or receive either an abatement or deferment of ad valorem taxes which, in such case, will result in any catch-up or other deferred ad valorem taxes in order to recover the amounts previously abated or deferred, 7.1.6 Seller has received no notice of and has no knowledge of any pending or proposed special assessments affecting the Property or any proposed or pending public, improvements which may give rise to any special assessments affecting the Property. 7.1.7 _ Seller has received no notice of and has no knowledge of any pending or threatened condemnation or transfer in lieu thereof affecting any of the Property, nor has Seller agreed or committed to dedicate any of the Property. 7.1.8 Seller has received no notice of and has no knowledge that any of the Property or its use or uses are in violation of applicable law or any applicable private restriction applicable to the Property. 7.1.9 Seller has received no notice of and has no knowledge of any action, litigation, investigation or proceeding of any kind pending or threatened against Seller or any of the Property, and Seller knows of no facts which could give rise fo any such action, litigation, investigation or proceeding, 7.1.10 Seller has not generated, manufactured, butied, spitled, leaked, discharged, emitted, stored, disposed of, used or released any unlawful levels of Hazardous ‘Materials about the Real Property, and has permitted no other party to do any of the same, except (O for immaterial quantities of Hazardous Materials used by Seller in the ordinary course of its business at the Real Property and in accordance with Hazardous Substance Laws and (ii) as disclosed in any of the Records provided by Seller to Purchaser. Seller has received no notice of and has no knowledge (a) that any unlawful levels Hazardous Material are or have ever been generated, manufactured, buried, spilled, teaked, discharged, emitted, stored, disposed of, used or released about the Real Property, or (b) of any, requests, notices, investigations, demands, administrative proceedings, hearings, tigation or other action proposed, threatened or pending relating to any of the Real Property and alleging non-compliance with ot liability under any ‘Hazardous Material Law, or (¢) that any above-ground or underground storage tanks or other containment facilities of any kind containing any unlawful levels Hazardous Materials are or hhave ever been located about the Real Property. 7.1.11 _ The Improvements are structurally sound, in working order and in material compliance with applicable law, To the best knowledge of Seller, all mechanical, electrical, heating, air conditioning, drainage, sewerage, water, telephone and communications, plumbing and other utility systems of the Improvements are in proper working order. 7.1.12 There are no leases or possessory tights in favor of any party, service or ‘maintenance contracts, equipment leases or other contracts regarding any of the Property except for the Permitted Exceptions. 7.1.13 Seller has delivered or, within the time frame provided in Section 8,2, shall deliver to Purchaser true, correct and complete copies of each Permit and its respective amendments. Each of the Permits is in full force and effect. Seller has received no notice and hhas no knowledge (a) that Selle isin default of its obligations and liabilities under any the Permits, or (b) of any actual or threatened cancellation or suspension of any Permit, or (c) that any additional licenses or permits are required under applicable law to operate the Property as it is now operated, 7.114 Seller hes delivered or, within the time frame provided in Section 8.2, shall deliver to Purchaser true, correct and complete copies of the Records in Seller's custody and control. 7.1.15 No management, leasing or maintenance personnel or agents employed in conneetion with the operation of the Property have the right to continue stch employment 10 after Closing. No person or entity is entitled to claim any brokerage or leasing commissions or cothor payments with respect to any of the Property except as specifically set forth in Article 13, below. 7.1.16 To Sellers knowledge the Property (a) is not located in or is not a contributing building to a municipally-recognized district for historic preservation, (b) is not eligible for listing on the National Register of Historic Places, or on any municipal or local fist identifying eligiblo historic buildings and (e) is not subject to any impediments under any municipal ordinances or federal or state laws to the demolition of the improvements on the Property. 7.1.17 Seller has the full capacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by Seller pursuant hereto, and all required actions and approvals therefor have been duly taken and obtained, The individuals signing this Agreement and all other documents execited or to be executed pursuant hereto on behalf of Seller are and shall be duly authorized to sign the same on Seller's behalf and to bind Seller thereto, This Agreement and all documents to be executed pursuant hereto by Seller ate ‘and shall be binding upon and enforceable against Seller in accordance with their respective ‘terms, and the transaction contemplated hereby will not result in a breach of, or constitute a default or permit acceleration and maturity under, any indenture, mortgage, deed of trust, loan agreement or other agreement to which Seller or the Propesty is subject or by which Seller or the Property is bound. 7.1.18 Seller is not a “foreign person" as contemplated by Section 1445 of the Internal Revenne Code. Neither Seller nor any of its affiliates is a person or entity with whom U.S. persons or entities are restricted or prohibited from doing business under any laws, orers, statutes, regulations or other governmental action relating to tervorism or money laundering (inchuding Execative Order No, 13224 effective September 24, 2001, and regulations of the Office of Foreign Asset Control of the Department of the Treasury) ("Blocked Persons"), and, to the best of Seller's knowledge, neither Seller nor any of its affiliates engages in any dealings or ‘transactions with any Blocked Person or is otherwise associated with a Blocked Person. 7.2. Purchaser's Representations and Warranties. Purchaser represents and warrants to Seller as of the date of this Agreoment as follows: 7.2.1 Purchaser has the full eapacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by Purchaser pursuant hereto, and all required actions and approvals therefor have been duly taken and obtained. "The individuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of Purchaser are and shall be duly authorized to sign the same on Purchaser's behalf end to bind Purchaser thereto. 7.22 Purchaser has not (i) made a general assignment for the benefit of creditors, (i) filed any involuntary petition in bankruptcy or suffered the filing of any involuntary petition by Purchaser's creditors, (ji) suffered the appointment of a receiver to take possession of all or substantially all of Purchaser's asset, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Purchaser's assets, (¥) admitted in writing its u inability to pay its debts as they come due, or (vi) made an offer of settlement, extension ot composition to its creditors generally. Article 8. Inspection; Condition of Property at Closing 8.1 Rishtof Entry, During the Executory Period, Purchaser and its employees, azents and independent contractors shall have the right to enter the Property during normal business hours and upon reasonable prior notice to Seller to inspect the same, perform surveys, environmental assessinents, soil and other tests and for other investigations and activities consistent with the purposes of this Agreement. Purchaser’s physical inspection of the Property will be coordinated in advance with Seller and shall take place at mutually convenient times and conducted in a manner that minimizes interference with Seller's operations at the Property. Purchaser shall restore any damage to the Property caused by such inspection and shall indemnify and hold Seller harmless from all loss, costs, expenses, liabilities, damages and claims (including reasonable attomey’s fees) incurred by Seller and arising out of any such entry, except that Purchaser shall not have any obligation in respect of any Hazardous Materials about the Property. ‘The foregoing indemnity shall survive termination of this Agreement. 82 livery Requirements. ‘To the extent not previously delivered by Seller to Purchaser, Seller shall deliver to Purchaser within five (5) business days after the Effective Date of this Agreement true and complete originals or complete copies of the originals of each of the Contracts, the Permits, the Recottis and the Warranties, and operating statements for the Property forthe three (3) year period preceding the Effective Date, 83 Condition of Property at Closing. Seller shall deliver the Property to Purchaser at Closing in a "broom clean" condition consistent with the representations and warranties in Section 7.1, and in any event in the same or better condition than which it existed on the Effective Date, On or before the Closing Date, Seller shall remove all trash and personal property not included in this transaction, 84 — Pre-Closing Inspection. Notwithstanding the occurrence of the Contingency Date, Purchaser may inspeet the Property at any time and from time to time in Purchaser's sole

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