Reso 2009-1452 - Laserfiche WebLink

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(d) Seller is not a "foreign person" within the meaning of the United States tax laws, to which reference is made in Internal Revenue Code Section 1445(b )(2). At Closing, Seller shall deliver to Purchaser an affidavit to such effect, which shall also state Seller's social security number and the state within the United States under which Seller then exists. Seller acknowledges and agrees that Purchaser shall be entitled to fully comply with Internal Revenue Code Section 1445 and all related sections and regulations, as same may be modified and amended from time to time, and Seller shall act in accordance with all reasonable requirements of Purchaser to effect such full compliance by Purchaser. (e) Neither Seller nor any of its affiliates have generated, recycled, reused, sold, stored, handled, transported or disposed of any Hazardous Substance on the Property during any period of time Seller has had an interest in the Property. To the best of Seller's knowledge, the Property complies with all applicable local, state, federal environmental laws, regulations, ordinances or administrative or judicial orders relating to the generation, recycling, reuse, sale, storage, handling, transport and/or disposal of any Hazardous Substance. As used herein, the term "Hazardous Substance" means any substance or material defined or designated as a hazardous or toxic waste material or substance or other similar term by any federal, state environmental statute, regulation or ordinance presently in effect, as such statute, regulation or ordinance may be amended from time to time or any petroleum or petroleum derivative products. Without limiting the foregoing Seller further covenants and warrants unto Purchaser that during the period in which Seller has had an interest in the Property: (i) no asbestos or similar materials now or at any time in the past have been located upon the Property; (ii) no petroleum, or any petroleum derivative products have ever been stored or disposed on the Property. Seller hereby discloses to Purchaser that radon is a naturally occllrring radioactive gas, that, when it has accumulated in a building in sufficient quantities may present health risks to persons who are exposed to it over time. Levels of radon have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. To the best of Seller's knowledge no radon contamination exists or has existed on the Property. While the Seller does not have any reason to believe that there is any environmental contamination on the property, Seller does disclose that a former tenant of space number 101 operated a drycleaner. (f) Seller will execute such affidavits and undertakings reasonably required by the Title Company to issue the Title Policy at Closing to Purchaser in the amount of the Purchase Price, subject only to the Acceptable Exceptions (g) Seller shall not at any time while this Agreement is in effect, make or permit any contract or agreement or impose or allow to impose any new lien, encumbrance or other matter affecting title to the Property or grant or allow to be granted any right in or on or to the Property without the prior written consent of Purchaser, which consent may be withheld by Purchaser in its sole discretion. Notwithstanding anything in the foregoing to the contrary, Seller shall be permitted, with notice to Purchaser, to modify existing leases, to terminate leases, and to enter into new leases; provided that all such leases shall terminate and all sllch tenants shall vacate the property on or before the end of the sale leaseback agreement described in Paragraphs 16 through 18. (h) The entering into this Agreement (and the sale of the Property to Purchaser) (i) shall not constitute a violation or breach by Seller of: (A) any contract, agreement, 5 .~ ~A