Circuit City 2005 Annual Report Download - page 143

any part thereof or violate the terms of any agreement, contract or instrument to which Seller is a party or by which the
Property is bound.
10.2.3 Authority. The individuals executing this Agreement and the agreements, instruments or other documents to be
executed by Seller pursuant to this Agreement on behalf of Seller each have been duly authorized to bind Seller to the
terms and conditions hereof and thereof.
10.2.4 Condition; Compliance. Seller has not received any written notice from any insurance broker, agent or
underwriter that any non-insurable condition exists on or about the Real Property or any part thereof. Seller has not
received written notice that the Licenses and Permits (if any) listed in Schedule “1” to the Assignment Agreement have
not been duly and validly issued or are not in full force and effect. To Seller’s actual knowledge, except as otherwise
set forth on Schedule 10.2.4, Seller has the right to assign and transfer the Licenses and Permits (if any) listed in
Schedule “1” to the Assignment Agreement to Buyer. Seller has not received from any governmental authority, holder
of any mortgage or board of fire underwriters (or other body performing similar functions) or any other person, any
written notice (i) requiring any work, repairs, construction, alterations or installations on or in connection with the
Property in order to comply with any Applicable Law or (ii) asserting, alleging or reporting any violation of any
Applicable Law or covenant, condition or restriction applicable to the Real Property or any part thereof. Except for the
items (if any) listed on Schedule 10.2.4 hereto and the Removeable Property, to Seller’s actual knowledge, all personal
property used in connection with the Real Property will be conveyed to Buyer at the Closing pursuant to the Bill of
Sale and Assignment Agreement.
10.2.5 Hazardous Substances. Except as otherwise set forth on Schedule 10.2.5 hereto, (1) Seller has no actual
knowledge that Seller or any of its employees, agents or contractors has released or discharged any Hazardous
Substances on, in or under the Real Property; (2) to Seller’s actual knowledge, except as may be disclosed in any
Property Related Documents delivered to Buyer, no Hazardous Substances are present in, on or under the Real Property
or any part thereof or are present in, on or under any adjoining or nearby real property which could migrate to the Real
Property or any part thereof, and (3) to Seller’s actual knowledge there are no septic tanks or below ground gasoline or
chemical storage tanks on or under the Real Property or any part thereof.
10.2.6 Intangible Personal Property. To Seller’s actual knowledge, there is no intangible personal property owned by
Seller relating to the ownership, development, construction, management, use, operation, maintenance or repair of the
Real Property except for such intangible personal property as may be described in Schedule “1” to the Assignment
Agreement, and Seller has good title to the same free and clear of all liens, encumbrances, security interests and
adverse claims. To Seller’s actual knowledge, except as otherwise set forth on Schedule 10.2.6, Seller has the right to
assign and transfer all of the Assigned Property to Buyer.
10.2.7 Litigation and Other Proceedings. Except as otherwise set forth on Schedule 10.2.7 hereto, there is no
litigation, arbitration or other legal or administrative suit, action, proceeding or investigation of any kind pending, or to
Seller’s actual knowledge threatened, against or involving Seller relating to the Property or any part thereof.
10.2.8 [Intentionally Omitted].
10.2.9 Service Agreements. To Seller’s actual knowledge, without investigation, except as otherwise set forth on
Schedule 10.2.9 hereto, there are no service, maintenance, or security agreements for the Property or any part thereof
currently in effect which are not cancelable without penalty on thirty (30) days notice or less.
10.2.10 Eminent Domain; Zoning Change. Seller has not received written notice from any governmental authority that
any governmental action to take all or a portion of the Real Property or any interest therein by eminent domain is
pending or threatened. Seller has not received written notice that any governmental proceeding to modify the current
zoning laws applicable to the Real Property is pending or threatened.
10.2.11 Employment. Upon the Closing, Seller shall have no employees in, on or about the Real Property.
10.2.12 Bankruptcy. Seller has not made an assignment for the benefit of creditors nor has Seller filed or had filed
against it any petition in bankruptcy.