01-13-25 - Council Meeting Agenda

Home Search

Treasury ("OFAC") pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 Sept. 25, 2001 ("Order") and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the "Lists"); (1) a person who has been determined by competent authority to be subject to the prohibitions contained in the Order; or (1) owned or controlled by, or acts for or on behalf of, any person or entity who is (x) on the Lists or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Order, (y) a citizen of the United States who is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation or Executive Order of the President of the United States, or (z) an "Embargoed Person," meaning any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to the International Emergency Economic Powers Act, 50 U.S.C. § 1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated under such acts. 7. Representations and Warranties by Buyer. Buyer represents and warrants to Seller that Buyer has the requisite power and authority to enter into this Agreement and perform it. 8. Right to Inspect. Buyer shall have the right to enter, with 24 hour notice to the Seller, the Property and perform such surveys, tests, or inspections as Buyer deems advisable, all at Buyer's sole expense. Buyer shall keep the Property free from mechanics liens arising from such work. Buyer shall be responsible for any property damage or personal injury arising from such work and shall indemnify and hold Seller harmless from all costs, expenses and liabilities relating to such work. Buyer shall have until the Closing Date to conduct surveys, tests, and inspections. If Buyer is dissatisfied with the results of any survey, test, or inspection conducted prior to the Closing Date, as determined by Buyer in its sole discretion, Buyer may terminate this Agreement. 9. Control of Property. Subject to the provisions of this Agreement, until the Closing Date, Seller shall have full responsibility and the entire liability for any and all damages or injuries of any kind whatsoever to the Property, to any and all persons, whether employees or otherwise, and to any other property from and connected to the Property, except liability arising from the negligence of Buyer, its agents, contractors, or employees and except as set forth in Section 8 regarding Buyer's tests and inspections. 10. Condemnation. If, prior to the Closing Date, eminent domain proceedings are commenced against all or any part of the Property, the Seller or Buyer shall immediately give notice to other party of such fact and at either party's option (to be exercised within