Reso 1996-016 to 020 - Laserfiche WebLink

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A (i) all taxes on the Premises for all relevant years prior to the year of closing have been paid in full, and there are not penalties or delinquent charges owing; (j) Seller has no knowledge that any condition surviving closing exists in the contract under which seller acquired, the Premises, except a possible reciprocal easement agreement, that would in any way impair or affect Shell's ability to develop or use the Premises; (k) that no party directly, indirectly, benefiting or otherwise interest in Seller (other than a mere stockholder if Seller is a corporation) is a present or former officer, director, employee, agent or representative of Shell; and (1) that Seller owns fee simple title to the Premises and can convey same to Shell at closing. If any of the foregoing representations and warranties cannot be made by Seller at closing, Shell may, notwithstanding the provisions hereof, elect as its sole remedy therefor: (a) to waive the warranty(ies) in question and close; (b) to obtain an appropriate indemnity from Seller in a form satisfactory to Shell; or (c) to withdraw from this transaction in accordance with the provisions of Article 10 hereof. 12. INDEMNITY AND AGREEMENT TO DEFEND. Seller shall and does hereby indemnify and hold Shell, its directors, officers, employees and agents, harmless from and against any loss or expense (including costs of litigation) incurred as a result of any claim, action, demand, judgment or suit caused or alleged to have been caused by or happening in connection with the Premises during the time Seller was vested with title to the Premises to the date of closing, whether in tort, in contract or otherwise including but not limited to fines, fees, or sanctions asserted by or on behalf of any person or governmental authority arising from or in connection with Seller's (or Seller's predecessor's in ownership) use or misuse, handling or mishandling, storage, spillage, discharge, seepage into water bodies or ground supplies, or release into the atmosphere of any hazardous material, pollutant, or contaminant. Seller shall conduct the defense of all such litigation at its sole cost and expense, using counsel approved by Shell, and Seller shall neither offer nor accept any settlement thereof without Shell's prior written consent, which approval and/or consent shall not be unreasonably withheld . The provisions of this Article 12 shall survive closing hereunder. 13. CERTIFICATE OF NON -FOREIGN STATUS. At closing Seller shall provide Shell with two (2) fully executed originals of the Certificate of Non -Foreign Status, in the form of Exhibit B hereto, in satisfaction of Section 1445 of the Internal Revenue Code. In the event Seller does not (a) execute and deliver to Shell such Certificate if Bib - Foreign Status, (b) such Certificate is not fully and properly completed and executed as of the closing date, or (c) Temporary Income Tax Regulation 1.1445-2T is hereafter amended so that Shell is not entitled to rely upon such Certificate, then, in any of such events, Shell shall withhold ten percent (10%) of the Purchase Price and pay the withheld amount to the Internal Revenue Service pursuant to Internal Revenue Code Section 1445. Any such amount thus withhold by Shell shall be deemed to have been paid to Seller in cash at closing as part of Shell's obligation to pay the Purchase Price hereunder. Option Agreement Page 7 of 10