Optionor Sample Clauses

Optionor. The representations and warranties of Optionor in this Paragraph 6.1 and in Optionor’s Closing Certificate (as hereinafter defined) are a material inducement for Optionee to enter into this Agreement. Optionee would not exercise the Option and purchase either the Membership Interest or the Property from Optionor without such representations and warranties of Optionor. Such representations and warranties shall survive the Closing for a period of one (1) year. Optionor represents and warrants to Optionee as of the date of this Agreement and as of the Closing as follows: (a) Optionor is a corporation duly incorporated and organized and validly existing and in good standing under the laws of the State of Nevada. Optionor has full corporate power and authority to enter into this Agreement and to perform this Agreement. The execution, delivery and performance of this Agreement by Optionor has been duly and validly authorized by all necessary action on the part of Optionor and its affiliates (including Archon Corporation (“Archon”, and collectively with such other affiliates, “Optionor Affiliates”)), including all necessary stockholder and board action, and all required consents and approvals (including the Stockholder Consent, as defined below) have been duly obtained. This Agreement is a legal, valid and binding obligation of Optionor, enforceable against Optionor in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally. (b) To Optionor’s best knowledge, no Hazardous Substances are present in, on or under the Real Property or any nearby real property which could migrate to the Real Property, and there is no present Release or threatened Release of any Hazardous Substances in, on or under the Real Property, except that Optionor has received that certain Notice of Right to Lien, dated December 2, 2008, from Las Vegas Paving Corporation with respect to “Hydrocarbon Remediation”. Optionor has never used the Real Property or any part thereof, and has never permitted any person to use the Real Property or any part thereof, for the production, processing, manufacture, generation, treatment, handling, storage or disposal of Hazardous Substances. To Optionor’s best knowledge, no underground storage tanks of any kind are located in the Real