Agmt 2013 San Leandro Chamber of Commerce

Home

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