Declarations by the Purchaser. The Purchaser hereby declares and undertakes as follows: 4.1 That each of the individual parties who make up the Purchaser is duly incorporated and that each of the individual parties who make up the Purchaser is entitled and empowered to enter into this Agreement and to perform it, and that it has passed all the resolutions and obtained the approvals required according to the provisions of the law and its documents of incorporation for purposes of its entering into this Agreement. 4.2 That no steps have been taken for an arrangement, stay of proceedings, winding-up, liquidation, expungement, bankruptcy or receivership of any of the individual parties who make up the Purchaser, and that there is no threat against any of the individual parties who make up the Purchaser with regard to such legal proceedings (including the fact that no attachment has been imposed on their assets), which is likely to have an impact on their entering into this Agreement and on the performance and implementation of this Agreement. 4.3 That it is bound by the declarations and undertakings that were given on its behalf in the scope of the Sale Process and the Sale Procedure, and that its declarations and undertakings mentioned in this sub-clause above are correct, complete, full and updated, and are binding on it in all respects. 4.4 That acquisition of the Property Sold is being effected for the Purchaser alone, and it or any of the individual parties who make up the Purchaser is not acting, and will not act as an agent, representative, trustee and/or partner in this regard, with and/or for another, whether directly or indirectly, including the fact that they have not granted a right or option to another as aforesaid in connection with the Property Sold and/or the rights contained herein, prior to signing of this Agreement. 4.5 That it is aware that the Company has agreed to enter into this Agreement with it inter alia in reliance on the contents of the Firm Commitment Letter, Appendix F to this Agreement, and that coupled with that the furnishing of the aforesaid commitment letter does not derogate from the Purchaser’s obligation to pay the full consideration at the times specified for the payment thereof in Clause 6 below, with it being clarified that the Purchaser’s obligation for full payment of the consideration in accordance with the provisions of this Agreement is absolute and is not contingent upon receiving finance or on any other condition. 4.6 That the Purchaser is buying the Property Sold (including the rights in the Company’s Lands) in the same condition in which the property Sold is at the time of signing of this Agreement (“as is, where is”) and after the Purchaser had examined, inspected and seen: (i) The Project Lands (including the Company’s Lands, the Municipality Lands and the Additional Real Estate Rights), the surrounding neighborhood thereof, their physical and legal condition (including the registration in the Land Registry of Parcel 242 Block 7104 as “designated lands” and the existence of leaseholds which have expired and which have not yet been expunged in Parcel 92 Block 7104 as described in the Municipality Lands Agreement) and the planning and zoning situation of the Project Lands (including the Company’s Lands, the Municipality Lands and the Additional Real Estate rights), adjacent land, and the region in which the Project Lands (including the Company’s Lands, the Municipality Lands and the Additional Real Estate Rights) are located; (ii) The Obligations and Commitments Transferred, as defined in sub-clause 1.7 above. (iii) Plans of any sort pursuant to the Planning and Building Law and on the strength of any other statute or law, whether approved or in preparation, at any level and at any planning or other authority or institution, which pertain to the Project Lands (including the Company’s Lands, the Municipality Lands and the Additional Real Estate Rights) and all land in the surrounding area thereof, and included in this they have inspected, examined and seen the provisions of Plan TA/3001 including all the appendices thereto and the Architectural Design Plan and all the appendices thereto, and are familiar therewith; (iv) The ways of access, the possibilities for planning, exploitation, licensing and building of the Project Lands (including the Company’s Lands, the Municipality Lands and the Additional Real Estate Rights) and all land in the surrounding area thereof; (v) The quality and composition of the Property Sold, including with regard to matters connected with the environment, antiquities, marketability, design, quality and so forth, and the suitability of any of the abovementioned matters for the Purchaser’s needs; (vi) Any relevant information of whatsoever nature at all the relevant authorities, including the Land Registry, the Taxes Authority, the various planning and building authorities and the relevant local authorities; (vii) The provisions of all the statutes, laws, bylaws which relate to the Property Sold and/or to the Purchaser’s entering into this Agreement. The Purchaser hereby confirms, declares and undertakes that it has found all the foregoing to be to its full satisfaction, and that it hereby finally and irrevocably waives any cause of action and/or demand and/or allegation and/or claim of whatsoever nature in connection with the matters aforesaid, including an allegation of non-conformity (patent or latent) and including allegations regarding defects in the contractual arrangement such as the State, as against the Company and/or the Municipality and/or as against the entities connected with any of the individual parties who make it up and/or anyone on its behalf, whether the origin of a cause of action in connection with the foregoing was in a period preceding the Date of Delivery of Possession or subsequent thereto. Included in this the Purchaser waives any right to receive any remedy of cancellation, damages or restitution in respect of allegations or causes of action as aforesaid. It is clarified that nothing contained in this sub-clause 4.6 shall derogate from the Purchaser’s possibility of requesting an amendment of the Architectural Design Plan, in accordance with and subject to the provisions of this Agreement, including the provisions of Appendix 4.15 to this Agreement. 4.7 That it has the experience, know-how and ability to assess its entering into this Agreement and the significances thereof, and that having regard thereto, as also having regard to everything stated above and below in this Agreement, it has carried out its aforesaid examinations in consultation with all the experts whom it saw fit, in the course of defining the information it wishes to examine. 4.8 That the Purchaser is purchasing the rights in the Property Sold on the strength of its own independent examinations, assessments and forecasts as aforesaid only, and it has not relied for purposes of entering into this Agreement on promises, representations, any undertakings or guarantees from the Company and/or the Municipality and/or from any of the bodies connected with either of them, except those that are expressly mentioned in this Agreement, and without this imposing on the Company and/or the Municipality and/or any of the bodies connected with either of them, any liability of whatsoever nature with regard to the Property Sold or to the value thereof, and without this imposing any obligation for indemnity on the Company and/or the Municipality and/or any of the bodies connected with either of them. The Purchaser declares that if it has not examined any detail connected with the Property Sold independently, itself and/or through any entity on its behalf, including any of the details mentioned in sub-clause 4.6 above and/or in connection with any other details contained in this Agreement or arising from it, for any reason, including by virtue of the difficulty of accessibility to the information and/or due to restrictions that have been imposed, if and to the extent that same were imposed, for any reason, on any such information or data whatsoever at any particular authority or at any source of information, this factor has been taken into account in the scope of the consideration pursuant to this Agreement, and it waives any allegation or argument in connection therewith. 4.9 That acquisition of the Property Sold is in furtherance of a request for proposals and a sale process that was conducted by the Company and the Municipality in accordance with the sale procedure and following the Purchaser’s selection as a preferred bidder. The Purchaser further declares and undertakes that it is aware that the documents and the information that have been placed at its disposal or at the disposal of someone on its behalf, in connection with its entering into this Agreement, including documents and information that were exhibited in the information room, and including answers by the Company, the Municipality or anyone on their behalf to questions, and including information given during tours and at meetings, were provided solely for its convenience and without this imposing any liability on the Company and/or the Municipality and/or any of the bodies connected with either of them, in respect of the correctness or completeness of such information and documents or the absence of any other information or document, and without such information and documents or the absence thereof being deemed to be a representation for purposes of entering into the Agreement. 4.10 That without derogating from the provisions of Clause 13 below, the Purchaser hereby irrevocably waives any claim and/or allegation and/or right of set-off and/or right to a reduction in the consideration or a right to cancel the Agreement, as against the Company and/or the Municipality and/or as against the bodies connected with either of them, of any type and based on any cause of action, subject to the condition that the Company shall fulfill its obligations as expressly enunciated in this Agreement. 4.11 That it is aware that in the sole and absolute discretion of the Company and/or the holders of rights in the Company, it is possible that at any time after the signing of this Agreement, the Company may be wound up and/or expunged and/or liquidated and/or corporate or other changes of any sort may be made in the Company and/or in any of its shareholders. The Purchaser declares and undertakes that it agrees in advance to the performing of any of the abovementioned actions, including the winding-up of the Company as aforesaid and that it will in no way, whether directly or indirectly, oppose the winding-up and/or expungement and/or dissolution of the Company and/or of any of its shareholders and/or corporate and/or structural changes in the Company and/or in any of its shareholders as aforesaid. It is agreed that the Purchaser’s Agreement as set forth above in this sub-clause shall also be deemed to be express consent to the performing of any of the abovementioned actions, to the extent that such consent is required according to any law, including the Laws of Companies. For the removal of doubt it is clarified that nothing in the foregoing shall derogate from the Company’s obligations pursuant to this Agreement. 4.12 The Purchaser declares and confirms that it is aware that the Company will not attend to the transfer of the rights of leasehold in and to the Company’s Lands into the Purchaser’s name at the Land Registry, but that it will deliver the documents specified in Clause 9 below to the Purchaser. For the removal of doubt it is clarified that nothing contained in the provisions of this sub-clause shall derogate from the Company’s obligations pursuant to Clause 9 of this Agreement.
Appears in 1 contract
Declarations by the Purchaser. The Purchaser hereby declares and undertakes as follows:
4.1 That each of the individual parties who make up the Purchaser is duly incorporated and that each of the individual parties who make up the Purchaser is entitled and empowered to enter into this Agreement and to perform it, and that it has passed all the resolutions and obtained the approvals required according to the provisions of the law and its documents of incorporation for purposes of its entering into this Agreement.
4.2 That no steps have been taken for an arrangement, stay of proceedings, winding-up, liquidation, expungement, bankruptcy or receivership of any of the individual parties who make up the Purchaser, and that there is no threat against any of the individual parties who make up the Purchaser with regard to such legal proceedings (including the fact that no attachment has been imposed on their assets), which is likely to have an impact on their entering into this Agreement and on the performance and implementation of this Agreement.
4.3 That it is bound by the declarations declarations, representations and undertakings that were given on its behalf in the scope of the Sale Process and the Sale Procedure, and that its declarations and undertakings mentioned in this sub-clause above are correct, complete, full and updated, and are binding on it in all respects.
4.4 That acquisition of the Property Sold is being effected for the Purchaser alone, and it or any of the individual parties who make up the Purchaser is not acting, and will not act as an agent, representative, trustee and/or partner in this regard, with and/or for another, whether directly or indirectly, including the fact that they have not granted a right or option to another as aforesaid in connection with the Property Sold and/or the rights contained herein, prior to signing of this Agreement.
4.5 That it is aware that the Company Municipality has agreed to enter into this Agreement with it inter alia in reliance on the contents of the Firm Commitment Letter, Appendix F to this Agreement, and that coupled with that the furnishing of the aforesaid commitment letter does not derogate from the Purchaser’s obligation to pay the full consideration at the times specified for the payment thereof in Clause 6 below, with it being clarified that the Purchaser’s obligation for full payment of the consideration in accordance with the provisions of this Agreement is absolute and is not contingent upon receiving finance or on any other condition.
4.6 That the Purchaser is buying the Property Sold (including the rights in the Company’s Lands) in the same condition in which the property Property Sold is at the time of signing of this Agreement (“as is, where is”) and after the Purchaser had examined, inspected and seen:
(i) The Project Lands (including the Company’s Municipality Lands, the Municipality Lands and the Additional Real Estate RightsRights and the Company’s Lands), and the surrounding neighborhood thereof, their physical and legal condition (including the registration in the Land Registry of Parcel 242 Block 7104 as “designated lands” and the existence of leaseholds which have expired and which have not yet been expunged in Parcel 92 Block 7104 as described in the Municipality Lands Agreement) and the planning and zoning situation of the Project Lands (including the Company’s Municipality Lands, the Municipality Lands and the Additional Real Estate rightsRights and the Company’s Lands), adjacent land, and the region in which the Project Lands (including the Company’s Municipality Lands, the Municipality Lands and the Additional Real Estate RightsRights and the Company’s Lands) are located;
(ii) The Obligations and Commitments Transferred, as defined in sub-clause 1.7 above.
(iii) Plans of any sort pursuant to the Planning and Building Law and on the strength of any other statute or law, whether approved or in preparation, at any level and at any planning or other authority or institution, which pertain to the Project Lands (including the Company’s Municipality Lands, the Municipality Company’s Lands and the Additional Real Estate Rights) and all land in the surrounding area thereof, and included in this they have inspected, examined and seen the provisions of Plan TA/3001 including all the appendices thereto and the Architectural Design Plan and all the appendices thereto, and are familiar therewith;
(iv) The ways of access, the possibilities for planning, exploitation, licensing and building of the Project Lands (including the Company’s Municipality Lands, the Municipality Lands and the Additional Real Estate RightsRights and the Company’s Lands) and all land in the surrounding area thereof;
(v) The quality and composition of the Property Sold, including with regard to matters connected with the environment, antiquities, marketability, design, quality and so forth, and the suitability of any of the abovementioned matters for the Purchaser’s needs;
(vi) Any relevant information of whatsoever nature at all the relevant authorities, including the Land Registry, the Taxes Authority, the various planning and building authorities and the relevant local authorities;
(vii) The provisions of all the statutes, laws, bylaws which relate to the Property Sold and/or to the Purchaser’s entering into this Agreement. The Purchaser hereby confirms, declares and undertakes that it has found all the foregoing to be to its full satisfaction, and that it hereby finally and irrevocably waives any cause of action and/or demand and/or allegation and/or claim of whatsoever nature in connection with the matters aforesaid, including an allegation of non-conformity (patent or latent) and including allegations regarding defects in the contractual arrangement such as the Statean error, as against the Company Municipality and/or the Municipality Company and/or as against the entities connected with any of the individual parties who make it up and/or anyone on its behalf, whether the origin of a cause of action in connection with the foregoing was in a period preceding the Date of Delivery of Possession or subsequent thereto. Included in this the Purchaser waives any right to receive any remedy of cancellation, damages or restitution in respect of allegations or causes of action as aforesaid. It is clarified that nothing contained in this sub-clause 4.6 shall derogate from the Purchaser’s possibility of requesting an amendment of the Architectural Design Plan, in accordance with and subject to the provisions of this Agreement, including the provisions of Appendix 4.15 4.14 to this Agreement.
4.7 That it has the experience, know-how and ability to assess its entering into this Agreement and the significances thereof, and that having regard thereto, as also having regard to everything stated above and below in this Agreement, it has carried out its aforesaid examinations in consultation with all the experts whom it saw fit, in the course of defining the information it wishes to examine.
4.8 That the Purchaser is purchasing the rights in the Property Sold on the strength of its own independent examinations, assessments and forecasts as aforesaid only, and it has not relied for purposes of entering into this Agreement on any promises, representations, any undertakings or guarantees from the Company Municipality and/or the Municipality Company and/or from any of the bodies connected with either of them, except those that are expressly mentioned in this Agreement and in the Company’s Lands Agreement, and without this imposing on the Company and/or the Municipality and/or any of the bodies connected with either of them, any liability of whatsoever nature with regard to the Property Sold or to the value thereof, and without this imposing any obligation for indemnity on the Company and/or the Municipality and/or any of the bodies connected with either of them. The Purchaser declares that if it has not examined any detail connected with the Property Sold independently, itself and/or through any entity on its behalf, including any of the details mentioned in sub-clause 4.6 above and/or in connection with any other details contained in this Agreement or arising from it, for any reason, including by virtue of the difficulty of accessibility to the information and/or due to restrictions that have been imposed, if and to the extent that same were imposed, for any reason, on any such information or data whatsoever at any particular authority or at any source of information, this factor has been taken into account in the scope of the consideration pursuant to this Agreement, and it waives any allegation or argument in connection therewith.
4.9 That acquisition of the Property Sold is in furtherance of a request for proposals and a sale process that was conducted by the Company Municipality and the Municipality Company in accordance with the sale procedure and following the Purchaser’s selection as a preferred bidder. The Purchaser further declares and undertakes that it is aware that the documents and the information that have been placed at its disposal or at the disposal of someone on its behalf, in connection with its entering into this Agreement, including documents and information that were exhibited in the information room, and including answers by the CompanyMunicipality, the Municipality Company or anyone on their behalf to questions, and including information given during tours and at meetings, were provided solely for its convenience and without this imposing any liability on the Company Municipality and/or the Municipality Company and/or any of the bodies connected with either of them, in respect of the correctness or completeness of such information and documents or the absence of any other information or document, and without such information and documents or the absence thereof being deemed to be a representation for purposes of entering into the Agreement.
4.10 That without derogating from the provisions of Clause 13 below, the Purchaser hereby irrevocably waives any claim and/or allegation and/or right of set-off and/or right to a reduction in the consideration or a right to cancel the Agreement, as against the Company Municipality and/or the Municipality Company and/or as against the bodies connected with either of them, of any type and based on any cause of action, subject to the condition that the Company shall fulfill its obligations as expressly enunciated in this Agreement.
4.11 That it is aware that in the sole and absolute discretion of the Company and/or the holders of rights in the Company, it is possible that at any time after the signing of this Agreement, the Company may be wound up and/or expunged and/or liquidated and/or corporate or other changes of any sort may be made in the Company and/or in any of its shareholders. The Purchaser declares and undertakes that it agrees in advance to the performing of any of the abovementioned actions, including the winding-up of the Company as aforesaid and that it will in no way, whether directly or indirectly, oppose the winding-up and/or expungement and/or dissolution of the Company and/or of any of its shareholders and/or corporate and/or structural changes in the Company and/or in any of its shareholders as aforesaid. It is agreed that the Purchaser’s Agreement as set forth above in this sub-clause shall also be deemed to be express consent to the performing of any of the abovementioned actions, to the extent that such consent is required according to any law, including the Laws of Companies. For the removal of doubt it is clarified that nothing in the foregoing shall derogate from the Company’s obligations pursuant to this Agreement.
4.12 The Purchaser declares and confirms that it is aware that the Company Municipality will not attend to the transfer registration of the rights of leasehold in and to the Company’s Municipality Lands into the Purchaser’s name at the Land Registry, but that it will deliver the documents specified in Clause 9 below to will, at the Purchaser’s request, sign all in the applications, the forms, declarations, deeds of leasehold and the remaining documents that will be required for preparing files for registration of the leasehold rights in the Municipality Lands in the Purchaser’s name in the Land Registry. For the removal of doubt it is clarified that nothing contained in the provisions of this sub-clause shall derogate from the CompanyMunicipality’s obligations pursuant to Clause 9 of this Agreement.
4.12 Cancelled.
4.13 That all the Purchaser’s representations and declarations pursuant to this Clause 4 will be correct both at the time of signing of this Agreement, and also at the date of delivery of the right of use and at the date of delivery of possession. Declarations verifying the representations are attached to this Agreement as Appendix 4.13.
4.14 That by virtue of it having been told that the Company and the Municipality are the owners of rights in the Remainder of the Project Lands which are not being sold to the Purchaser in the scope of the transaction that is the subject of this Agreement, it is agreed that in connection therewith the provisions of Appendix 4.14 to this Agreement, which forms an integral part hereof, shall apply to the parties in addition to the provisions of this Agreement.
4.15 That it is aware that the sale is being effected in reliance on the correctness and completeness of all its representations and declarations as set forth in this Agreement.
4.16 Timetables
4.16.1 The Purchaser undertakes to act diligently and uninterruptedly in all aspects connected with the planning, licensing and construction of the Purchaser’s Project in order to meet the timetables set forth in Appendix 4.16 to this Agreement (hereinafter: “the Timetables”). It is agreed that the Timetables are indicative, but coupled with that is agreed, in the case of any divergence of more than 6 months in any of the milestones included in the Timetables which occurs up to the time of actual payment of the second payment or up to the time of the implementation of the first building permit (as defined in Clause 6.2.4 below), whichever is the later, then without derogating from any remedy available to the Municipality according to any law and agreement (excluding only the right to agreed damages as stated in Clause 14 below), the Company will be entitled to agreed damages from the Purchaser in respect of such divergence in an amount equivalent to NIS 36,240 for each month of default (and for a pro rata portion of such damages in respect of part of a month), plus indexation differences (as defined in this Agreement).
4.16.2 Without derogating from the generality of the contents of sub-clause 4.16.1 above, the Purchaser undertakes to take steps for the issue of an excavation and shoring permit at the earliest date it is possible to do so. The Purchaser further undertakes to commence performing the excavation and shoring works within nine weeks from a decision being taken by the local committee / the licensing authority in regard to the issue of an excavation and shoring permit, subject to payment of fees and levies only (hereinafter in this sub-clause: “the Decision”) provided that the Decision is taken before September 2010. Where the Decision is taken after September 2010, the Purchaser will commence execution of the excavation and shoring works not later than March 15, 2011. It is agreed that in the case of a divergence of more than six weeks from the Timetables specified in this sub-clause 4.16.2, the Company will be entitled, without derogating from any remedy available to the Company according to any law and agreement (excluding only the right to agreed damages as stated in Clause 14 below), to compensation according to the amounts of damages specified in sub-clause 4.16.1 above.
4.16.3 The Purchaser further undertakes that up to the end of 48 months from the date of implementation of the first building permit (as defined in Clause 6.2.4 below), the commercial areas in the Purchaser’s Project and the Sports Center and the School will be completed in a manner whereby up to the aforesaid date an application will be lodged by it for receipt of “Form 4” (which constitutes approval for initial occupation) in respect of the commercial areas in the Purchaser’s Project, the Sports Center and the School. It is agreed that in the case of a divergence from the Timetables specified in this sub-clause 4.16.3, the Company will be entitled, without derogating from any remedy available to the Municipality according to any law and agreement (excluding only the right to agreed damages as stated in Clause 14 below), to agreed damages from the Purchaser in respect of such divergence in a sum equivalent to NIS 24,160 for each month of default (or a pro rata share of such damages in respect of part of a month) in respect of the first 6 months of default or part thereof, plus a sum of NIS 48,320 for each month of default (and a pro rata share of such damages in respect of part of a month) in respect of 6 months default after the first 6 months or any part thereof, and plus a sum of NIS 72,480 for each month of default (or a pro rata share of such damages in respect of part of a month) in respect of each month of default thereafter, or any portion thereof. The amounts of damages specified in this clause above will bear indexation differences (as defined in this Agreement).
4.16.4 It is agreed that if there should be an impediment to meeting the Timetables prescribed in sub-clauses 4.16.1-4.
Appears in 1 contract