Nautilus 2000 Annual Report Download - page 80

the Property as presently being operated, and there are no material defects in the heating and cooling systems to be transferred
to Purchaser pursuant to the terms of this Agreement; and
(n)
To the best of Seller's actual knowledge, the Property has vehicular access to a public street.
5.2 Representations and Warranties of Purchaser. For the purpose of inducing Seller to enter into this Agreement and to consummate the
transactions contemplated hereby pursuant to the terms and conditions hereof, to the extent of Purchaser's actual knowledge, Purchaser
represents and warrants to Seller, as of the date hereof, and except as otherwise set forth herein, as of the Closing Date, as follows:
(a)
Purchaser (i)is a corporation duly organized, validly existing and in good standing under the laws of the state in which Purchaser was
organized, (ii)has full power, authority and legal right to carry on its business as now being conducted and to own the property and
assets it now owns, and (iii)is, or will prior to Closing be, duly qualified or licensed to do business and is in good standing in the
jurisdiction where the Property is located unless Purchaser has been advised by legal counsel that such qualification is not required by
applicable state law;
(b)
Purchaser has full power, authority and legal right to execute, deliver and perform this Agreement, and all other documents and
certificates contemplated hereby or thereby, and the execution, delivery and performance thereof have been duly authorized by
Purchaser;
(c)
No other action is or was required to be taken by Purchaser to permit the execution, delivery and performance of this Agreement, and
all other documents and certificates contemplated hereby, and the transactions contemplated hereby, and no consent or approval of any
third party or governmental authority is or was required or appropriate in connection with the execution of this Agreement, or to
consummate the transactions contemplated hereunder;
(d)
This Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its
terms;
(e)
Neither the execution or delivery of this Agreement nor the consummation by Purchaser of the transactions contemplated hereby is or
was in violation of or in conflict with (i)any provision of any agreement (including, without limitation, the organizational documents
under which Purchaser is organized), instrument or other restriction of any kind to which Purchaser is a party or by which Purchaser or
any of its properties is bound or (ii)in any material or adverse way, any statute, law, decree, regulation or order of any governmental
authority, or resulted or will result in a default under any agreement, or caused or will cause the acceleration of any obligation or loan
to which Purchaser is a party; and
(f)
There are no actions, suits, proceedings, orders or investigations pending or, to the best of Purchaser's knowledge, threatened against
or affecting Purchaser at law or in equity, or before or by any federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, which might adversely affect Purchaser's performance under this
Agreement or the consummation of the transactions contemplated hereby.
5.3 Seller's Knowledge. As used in this Agreement, references to "Seller's Knowledge," "Seller's Actual Knowledge" or similar phrases shall
mean the actual knowledge of the following persons employed by Seller: Tom Pickett and Keith Thompson.
(a)
Disclaimer. EXCPET AS MAY BE OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER
ACKNOWLEDGES THAT IT IS PURCHASING THE PROPERTY IN ITS "AS IS" EXISTING CONDITION AND THAT
SELLER MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED UNLESS EXPRESSLY SET FORTH
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