Laserfiche WebLink
8 <br />the Chamber Property (each being referred to herein as an “Environmental Agency”) which <br />substance causes the Chamber Property (or any part thereof) to be in material violation of any <br />applicable Environmental Law, and shall include, but not be limited to: (A) a "hazardous <br />substance” pursuant to Section 101 of the Comprehensive Environmental Response, <br />Compensation and Liability Act, 42 U.S.C. §9601(14), Section 311 of the Federal Water <br />Pollution Control Act, 33 U.S.C. §1321; (B) a "hazardous waste" pursuant to Section 1004 or <br />Section 3001 of the Resource Conservation and Recovery Act, 42 U.S.C. §§6903, 6921; (C) a <br />toxic pollutant under Section 307(a)(1) of the Federal Water Pollution Control Act, 33 U.S.C. <br />§1317(a)(1); (D) a "hazardous air pollutant" under Section 112 of the Clean Air Act, 42 U.S.C. <br />§7412; (E) a "hazardous material" under the Hazardous Materials Transportation Uniform Safety <br />Act of 1990, 49 U.S.C. App. §1802(4); (E) a “hazardous material” pursuant to the California <br />Health & Safety Code; or (F) toxic or hazardous pursuant to regulations promulgated under the <br />aforementioned laws (all of the foregoing laws, rules and regulations as any may be amended <br />from time to time being collectively referred to herein as “Environmental Laws”); provided, <br />however, that the term “Hazardous Material” shall not include motor oil and gasoline contained <br />in or discharged from vehicles not used primarily for the transport of motor oil or gasoline, or <br />materials which are stored, used, held, or disposed of in compliance with all applicable <br />Environmental Laws. The term “Environmental Compliance Cost” means any out-of-pocket <br />cost, fee or expense reasonably incurred directly to satisfy any requirement imposed by an <br />Environmental Agency to bring the Chamber Property into compliance with applicable <br />Environmental Laws directly relating to the existence on the Chamber Property of any Hazardous <br />Material. <br /> <br /> Chamber further represents and warrants that this Agreement and all other documents <br />delivered or to be delivered in connection herewith prior to or at the close of escrow shall at the <br />time of their delivery: (a) have been duly authorized, executed, and delivered by Chamber; (b) be <br />the binding obligations of Chamber; (c) collectively be sufficient to transfer all of Chamber's <br />right, title and interest in and to the Chamber Property; and (d) not be in violation of the <br />provisions of any agreement to which Chamber is a party or which affects the Chamber Property. <br />Chamber further represents and warrants that the persons who have executed this Agreement on <br />behalf of Chamber are authorized to do so, that Chamber has the legal right to enter into this <br />Agreement and to perform all of its terms and conditions, and that this Agreement is enforceable <br />against Chamber in accordance with its terms. <br /> <br /> Chamber shall notify City of any facts that would cause any of the representations <br />contained in this Agreement to be untrue as of the close of escrow. If City reasonably believes <br />that any such fact materially and adversely affects the Chamber Property, City shall have the <br />option to terminate this Agreement by delivering written notice thereof to Chamber. In the event <br />City elects to terminate this Agreement, all funds and documents deposited into escrow by or on <br />behalf of City shall be returned to City, and all rights and obligations hereunder shall terminate. <br /> <br /> 21. Chamber's Covenants. Chamber covenants that from the date of this Agreement and <br />through the close of escrow, Chamber: (i) shall not permit any liens, encumbrances, or easements <br />to be placed on the Chamber Property other than Permitted Exceptions; (ii) shall not without the <br />prior written consent of City, enter into any agreement regarding the sale, rental, management,