Nmisc Sample Agreement Of Purchase And Sale (Page 11 of 20) in pdf

NMISC SAMPLE CONTRACT

licenses, franchises, permits, if any, respecting the Premises that were issued to or are the property

of Seller, including any soil conservation agreements or obligations. Seller shall assign to

Purchaser all licenses and permits for the operation of the Property and building permits and

licenses to the extent that such licenses and permits are assignable and transferable. Seller agrees

to cooperate with Purchaser in having such assignments and transfers effected on, or as soon as

practicable after, the date of Closing, if so requested by Purchaser.

9.04

Hazard Insurance. Seller has not received any written notice of any violation of any

insurance policy applicable to the Property from the insurers thereunder that has not been

corrected. Such policies are in full force and effect, and Seller has not received any notices of

cancellations relating thereto. Seller has not cancelled or terminated any such insurance, and will

not do so at any time whatsoever.

9.05

Seller’s Obligations. Other than the obligations of Seller expressly assumed by

Purchaser, Seller, subject to the terms and conditions of this Agreement, covenants that it shall, on

or after Closing, pay and discharge any and all liabilities of each and every kind arising out of or by

virtue of the conduct of its business on the Property to and including the Closing, except to the

extent of a credit given to Purchaser at Closing therefore.

9.06

Notice of Violations. Seller has no knowledge that and has received no written

notice that either the Property or the use thereof violates any laws, rules and regulations of any

federal, state, city or county government or any agency, body or subdivision thereof, having

jurisdiction over the Property, or breaches or defaults on any contracts or agreements with any such

governmental entity with jurisdiction over the Property, that have not been resolved to the

satisfaction of the issuer of the notice.

9.07

Conflicts. To the best of Seller’s knowledge, neither the acceptance hereof nor

completion of the transactions contemplated hereby will conflict or result in the breach of any of the

terms, conditions or provisions of any law or regulation or any order, writ, injunction or decree of

any court or governmental agency or any agreement or instrument to which Seller and/or the

Property is a party or by which Seller and/or the Property may be bound and the sale or assignment

herein contemplated does not require the consent of any party which has not been obtained.

9.08

Pending Actions. There is no action or proceeding pending against Seller or any

part of the Property, which, if determined adversely to Seller, actions would have a material adverse

affect on the Property or this transaction, and to the best of Seller’s knowledge, there are no actions

or proceedings threatened against Seller or any part of the Property, which, if determined adversely

to Seller, would have a material adverse affect on the Property or this transaction.

9.09

Accuracy of Statements. All the information set forth in the exhibits hereto or any

certificate or other statements or information otherwise furnished by Seller to Purchaser in

connection with this Agreement is true, correct and complete in all material respects and not

misleading. Seller shall have the right and the obligation to advise Purchaser of any changes in

such information that occur between the date of execution of this Agreement and the Closing, and

the fact of such changes shall not impose any liability upon Seller, but any such change materially

adversely affecting the Premises shall constitute grounds for Purchaser to terminate this

Agreement.

9.10

Real Estate Taxes and Assessments. All Taxes and assessments, including

assessments relating to the Water Rights, the current and all prior years have been paid. There are

no assessments, charges or other sums owing to or assessable or chargeable by, any property

owner or similar association affecting the Property.

Nmisc Sample Agreement Of Purchase And Sale Page 11

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