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under existing law will adversely affect Buyer's ability to own, develop and/or market the Property <br />or the cost thereof. <br />6.1.9 Ownership of Property. Seller is the sole and only party that owns <br />or holds any interest in the Property. <br />6.1.10 Property Documents. To the best of Seller's knowledge, the <br />Property Documents and all other documents and information provided by Seller or its agents or <br />consultants to Buyer are complete, true and accurate and do not omit any material fact and there <br />are no other documents, materials, studies, surveys or other information in the possession or <br />control of Seller that would have a material and adverse effect on Buyer's ability to own, develop <br />and/or market the Property. <br />6.1.11 Other Agreements. Except as set forth in the Property Documents <br />and this Agreement, Seller has not made any commitment or representation to or entered into any <br />agreement of any kind with any government authority, or any adjoining or surrounding property <br />owner, group or other third party, which would in any way be binding on Buyer or all or any <br />portion of the Property or would interfere in any way with Buyer's ability to own, develop, improve <br />and/or market the Property, and will not make any such representations or warranties or enter into <br />any such agreements which would affect the Property or any portion thereof prior to the Close of <br />Escrow, without Buyer's written consent. <br />6.1.12 Access. There is full and unobstructed direct access to the Property <br />from public streets, highways or roads that are adjacent to the Property. <br />6.1.13 Bankruptcy. No "Bankruptcy Event" (as defined below) has <br />occurred with respect to Seller nor any member or manager of Seller. There is not pending or <br />threatened any case, proceeding or other action seeking reorganization, arrangement, adjustment, <br />liquidation, dissolution or re -composition of Seller or any member or manager of Seller or seeking <br />appointment of a receiver, trustee, custodian or similar official for Seller or any member or <br />manager of Seller for all or any substantial part of its or their assets. "Bankruptcy Event" means <br />(a) the making by a person of a general assignment for the benefit of such person's creditors, <br />(b) the admission in writing by a person of its inability to pay its or their debts as they mature, <br />(c) an attachment, execution or other judicial seizure of any property interest which remains in <br />effect, or (d) the failure to have taken or submission to any action indicating a general inability by <br />a person to meet its financial obligations as they accrue. <br />6.1.14 Material Change. Seller shall promptly notify Buyer if Seller <br />obtains information that would make any of the representations or warranties contained herein <br />materially inaccurate or misleading. <br />6.2 Buyer's Warranties. In consideration of Seller entering into this Agreement <br />and as an inducement to Seller to sell the Property to Buyer, Buyer makes the following <br />representations and warranties which shall be true and correct as of the Effective Date and the <br />Close of Escrow and each of which is material and being relied upon by Seller. For all purposes <br />of this Agreement, including Buyer's representations and warranties contained herein, the phrase <br />"to the best of Buyer's knowledge" shall mean the current actual knowledge of Buyer. If prior <br />-15- <br />