Common use of Property Representations Clause in Contracts

Property Representations. (a) To Seller's knowledge, no Governmental Body plans to change the highway or road system in the vicinity of the Land in a manner which would adversely affect the Land and/or the business operations conducted thereon or would restrict or change access from any such highway or road to the Land. (b) There are no pending or, to Seller's knowledge, threatened condemnation or eminent domain proceedings relating to or affecting the Land and/or the Improvements. (c) No Person has any (i) conditional or unconditional right and/or option to purchase the Property or any portion thereof, and/or (ii) right of first refusal or offer to purchase the Property or any portion thereof. (d) Schedule 5.1.2(d) attached hereto, which includes a rent roll and other information pertaining to the Tenant Leases, is true, correct and complete, and lists all Tenant Leases with respect to the Land or any portion thereof or interest therein that Seller leases, subleases or licenses as the ground lessor, lessor, sublessor or licensor. Seller has made available to Purchaser true and materially complete and correct copies of the Tenant Leases and currently outstanding letters of intent relating to occupancy of space within the Property. Except as otherwise shown in Schedule 5.1.2(d), no Person other than Seller has the right to possess or occupy the Land (or any portion thereof). All of the Tenant Leases are in full force and effect and have not been modified except as set forth in Schedule 5.1.2(d). To Seller's knowledge, there are no parties in possession of the Land (or any portion thereof) except the Tenants and any subtenants under subleases that are disclosed in Schedule 5.1.2(d); except as set forth in Schedule 5.1.2(d), there are no unsatisfied "Take-Over" space obligations or "Take-Back" space obligations (for the purposes hereof, "Take-Over" space obligations means rent obligations of the Tenant in other buildings assumed by the landlord and "Take-Back" space obligations means obligations imposed upon the landlord to sublet or otherwise be responsible for the obligations of a Tenant under a Tenant Lease). Except as set forth in Schedule 5.1.2(d), there are no disputes with Tenants as to the amount of their rent or other charges (including, without limitation, charges for common area maintenance) under any Tenant Lease; except as set forth in the Tenant Leases, no Tenant has any option to cancel its Tenant Lease; except as set forth in Schedule 5.1.2(d), there is no Default beyond applicable notice and cure periods by the landlord under any Tenant Leases. Seller has not received from any Tenant any written notice claiming any Default by the landlord under its Tenant Lease; except as set forth in Schedule 5.1.2(d), Seller has not delivered to any Tenant any written notice claiming a Default by Tenant under its Tenant Lease which Default has not been cured; except as set forth in Schedule 5.1.2(d), to Seller's knowledge, there are no circumstances which, after notice and the expiration of any applicable grace period, would constitute a Default by either landlord or any Tenant under any of the Tenant Leases; except as set forth in Schedule 5.1.2(d), Seller has not received written notice from any Tenant of any defense to, or offsets or claims against rental payable or obligations under any Tenant Lease; and to Seller's knowledge, no Tenant has asserted, or has any defense to, offsets or claims against rental payable or obligations under any Tenant Lease. Except for any Subleases specified in Schedule 5.1.2(d), to Seller's knowledge, (i) Seller has not consented to any Subleases, (ii) there are no Subleases encumbering or affecting the Land or Improvements (or any portion thereof), and (iii) true, correct and complete copies of any such Subleases have been delivered to Purchaser and/or its consultants, accountants, auditors, attorneys, agents and/or other representatives ("Purchaser's Representatives").