SEC Filings

AMAZON COM INC filed this Form 10-K on 01/30/2013
Entire Document

(vi) Attached hereto as Schedule 1.5 is a true and complete list of security deposits currently held by Seller, as landlord or licensor, under the Leases and Licenses.

(vii) To Seller’s knowledge, except as may be described in Schedule 5.1.7 attached hereto, there exists no default by any tenant or licensee under any of the Leases or the Licenses after giving effect to any applicable grace or cure periods.

5.1.8 Violations of Law. Except as set forth on Schedule 5.1.8, Seller has not received written notice from any governmental authority of any violation of any federal, state, or local laws, ordinances, orders, regulations, and requirements affecting the Property or any portion thereof (including the conduct of business operations thereon) which violation remains unresolved and which violation would adversely affect the Property or the operation thereof, Seller has no knowledge of any pending investigation by any governmental authority, and has no knowledge of any violation of applicable laws with respect to the Property.

5.1.9 Environmental Reports. To Seller’s knowledge, true and complete copies of all environmental/hazardous waste studies and reports relating to the Property that have been prepared within the last ten (10) years and are in Seller’s possession or control (collectively, the “Environmental Reports”) have been furnished or will be furnished to Purchaser other than non-material documents for matters that have been remediated or otherwise closed out. Seller has no knowledge of any material inaccuracies in the Environmental Reports or the release of any hazardous substances at the Property except as disclosed in the Environmental Reports.

5.1.10 Foreign Person. Seller is not a “foreign person,” “foreign trust” or “foreign corporation” (as those terms are defined in the Internal Revenue Code of 1986, as amended, and related Income Tax Regulations).

5.1.11 No Conflicts. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not: (i) violate any judgment, order, injunction, or decree to which Seller or the Property is subject, or (ii) conflict with, result in a breach of, or constitute a default under the organizational documents of Seller or any lease, mortgage, loan agreement, covenant, or other agreement or instrument to which Seller is a party or by which Seller or the Property is bound.

5.1.12 OFAC. Seller is not a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Assets Control of the Department of the Treasury (“OFAC”) (including those named on OFAC’s Specially Designated Nationals and Blocked Persons List) or under any similar statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other similar governmental action.

5.1.13 Property Information. To Seller’s knowledge, Seller has provided to Purchaser all material factual information concerning the Property that is in Seller’s possession or control and Seller has no knowledge of any material inaccuracies in the information provided.