|AMAZON COM INC filed this Form 10-K on 01/30/2013|
5.1.14 Unrecorded Agreements. Except as disclosed to Purchaser, to Sellers knowledge there are no outstanding unrecorded public works or other off-site improvement agreements, recapture or latecomer agreements imposing on the Property or the owner of the Property costs of prior utility or other infrastructure installations. To Sellers Knowledge, there are no outstanding bonds or letters of credit posted with any governmental authority, utility or other entity or person relating to the Property that Purchaser will be obligated to assume or replace at Closing. To Sellers Knowledge, there are no tax reassessments or tax recapture obligations that would be imposed due solely to a change in the ownership, use or zoning of the Property.
5.1.15 Licenses, Permits and Approvals. To Sellers knowledge, Seller has delivered true, accurate and complete copies of all licenses and permits concerning the construction and operation of the Property. To Sellers knowledge, there are no violations of the permits and approvals concerning the construction and operation of the Property.
5.1.16 Satisfaction of Obligations. Except as set forth on Schedule 5.1.16, Seller has complied with all material obligations arising prior to Closing under all contracts, easements, leases, recorded documents and other agreements by which Seller is bound with respect to the Property or the Property is bound including all amounts to be paid by Seller under such agreements.
5.1.17 Compliance with Warranties. To Sellers knowledge, Seller has maintained the Property consistent with the requirements of all applicable manufacturers and contractors warranties for the Property and improvements and equipment installed at the Property.
5.1.18 Accuracy of Schedules and Exhibits. All the schedules and Exhibit B attached to this Agreement are materially true, accurate and complete lists of the matters set forth therein; other than Schedule 1.10 which to Sellers knowledge is materially true, accurate and complete list of the matters set forth therein.
5.1.19 New Matters. Seller shall disclose to the Purchaser in writing any material changes or events Seller learns of after the Effective Date that would materially contradict or modify any of the foregoing representations and warranties.
5.2 Purchasers Representations and Warranties. As a material inducement for Seller to enter into this Agreement, Purchaser represents to Seller, as of the Effective Date, as follows:
5.2.1 Organization. Purchaser is duly formed, validly existing, and in good standing under the laws of the jurisdiction of its organization and, as of the Closing Date, will be qualified to transact business in the jurisdiction where the Property is located.
5.2.2 Authority/Consent. Purchaser possesses all requisite power and authority, has taken all actions required by its organizational documents and applicable law, and has obtained all necessary consents, to execute and deliver this Agreement and will, by Closing, have taken all actions required by its organizational documents and applicable law to consummate the transactions contemplated in this Agreement.