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<br />municipal, local and other statutes, laws, ordinances and regulations which relate to or deal <br />with human health or the environment, all as may be amended from time to time. <br /> <br />6. Reoresentations and Warranties. The following representations and <br />warranties made by each party to the other party are true and correct as of the Effective <br />Date of this Agreement and shall be true and correct as of the Closing Date and the <br />truthfulness and correctness thereof shall constitute conditions precedent to either party's <br />obligation to exchange their respective Property. Each of the following representations and <br />warranties are, however, subject to and limited by the disclosures set forth elsewhere in <br />this Agreement: <br /> <br />A. Authoritv. Each party is duly organized, validly existing and in good <br />standing under the laws of the State of Florida and of the United States. The <br />individual executing this Agreement has full and lawful authority to bind and obligate <br />their corporation to perform its obligations as herein proVided and upon execution <br />hereof, this Agreement shall be the binding and legal obligation of the parties hereto <br />and is enforceable against each under the laws of the State of Florida. <br /> <br />B. Foreian Person or Entity. Neither party is a "foreign person" or <br />"disregarded entity" as contemplated by Section 1445 of the Code. Neither party <br />nor any of its affiliates is a person or entity with whom U.S. persons or entities are <br />restricted or prohibited from doing business under any laws, orders, statutes, <br />regulations or other governmental action relating to terrorism or money laundering <br />(including Executive Order No. 13224 effective September 24, 2001, and <br />regulations of the Office of Foreign Asset Control of the Department of the <br />Treasury) ("Blocked Persons"), and, to the best of each party's knowledge, neither it <br />nor any of its affiliates engages in any dealings or transactions with any Blocked <br />Person or is otherwise associated with a Blocked Person. <br /> <br />C. Covenants Pendina Closina. Following the execution of this <br />Agreement and at all times prior to the Closing: <br /> <br />i) No Transfers. Neither party shall knowingly transfer, sell, <br />assign or otherwise dispose of or pledge, mortgage, hypothecate or <br />otherwise encumber, or lease or sublease all or any portion of their <br />respective Property, or any interest therein during the pendency of this <br />agreement. <br /> <br />524250 v4 <br /> <br />ii) Leases. Neither party shall, without the prior written consent of <br />the other party hereto in each instance, (a) enter into any new leases or <br />occupancy agreements for space at their respective Property, (b) modify, <br />amend, terminate, renew, extend or waive any rights under an existing <br />Leases, (c) apply any rental security deposits against sums payable under <br />any Leases, (d) grant any concessions, rebate, allowance or free rent to any <br /> <br />-6- <br />