Agenda Package - 10-1-12 Reg. Meeting

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Q5` TABLE OF CONTENTS Page ARTICLE I 2 DEFINITIONS AND EXHIBITS ........................................................................ ..............................2 SECTION 1.1. Definitions and Rules of Construction Unless the context otherwise indicates, words importing the singular number shall include the plural number and vice versa. The words "hereby', "herein', '`hereof', "hereto', "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof. All references herein to "Articles', "Sections' and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement unless some other reference is indicated ................................... ..............................2 ARTICLE 11 5 REPRESENTATIONS OF THE PURCHASER AND SELLER ...................... ..............................5 SECTION 2.1. Representations, Covenants and Warranties of the Purchaser The Purchaser represents, covenants and warrants to the Seller as follows: ....................... 5 (g) The Purchaser will obtain or cause to be obtained all licenses, permits and other approvals of any other governmental entity having jurisdiction over the Purchaser or the Project that are necessary for ownership and operation of the Project-5 SECTION 2.2. Representations. Covenants and Warranties of the Seller The Seller represents, covenants and warrants to the Purchaser as follows: ................................... 5 ARTICLE Ill 7 ACQUISITION OF THE PROJECT 7 SECTION 3.1. Acquisition of Project In consideration of the covenants, warranties and representations contained herein, the Seller hereby agrees to sell and convey to the Purchaser on the Closing Date the Project, and the Purchaser hereby agrees to pay to the Seller the Purchase Price of 5675,000 in installments with interest thereon as set forth in Section 4.1 ......................7 SECTION 3.2. Payment of Closing The Purchaser shall be obligated to pay all Closing Costs when the same become due and payable from available funds of the Purchaser, except to the extent that the Seller has agreed to pay such ClosingCosts. .............................................................................................. 7 SECTION 3.3. Disclaimer of Seller The Purchaser acknowledges and agrees that the Seller (a) has not made any recommendation, given any advice nor taken any other action with respect to (i) the acquisition of the Project or any component part thereof or any property or rights relating thereto, or (ii) any action taken or to be taken with respect to the Project or any component part thereof or any property or rights relating thereto at any stage of the acquisition thereof, and (b) have not made any warranty or other representation, express or implied, that the Project or any component part