f) The City has not received any notice from any governmental agency, state,
federal or local, that the Property is in violation of or the subject of an investigation
regarding the potential violation of any Laws and Ordinances, including laws of the
United States or the State regarding the presence, storage, transport, spillage, removal or
remediation of hazardous or harmful substances on the Property, or the presence, storage,
transport, spillage, removal or remediation of hazardous or harmful substances on
properties adjacent to the Property as a result of their origination on or passage through
the Property.
5.17 Continuing Obligation. From time to time after the Closing Date or the
Deadline Closing Date, the Parties will execute additional instruments of assignment,
lease, license, conveyance and other documents and take such other actions that are
reasonably necessary to further the purposes of this Agreement.
5.18 Immunity Not Waived. City does not intend to waive its sovereign
immunity by reason of this Agreement; provided, however, that the City acknowledges
and agrees that by entering into this Agreement, governmental immunity shall not be a
valid defense to a breach of contract claim brought under this Agreement.
5.19 Release of Information. City and Developer acknowledge that this
Agreement is subject to disclosure under the New Hampshire public records laws, except
for information that is excluded from the disclosure requirements of those laws. Nothing
in this Agreement precludes either party from discussing the terms of this Agreement or
its work product with its attorneys, accountants, consultants, contractors, or potential
lenders or investors, or prevents the holding of public City meetings in compliance with
applicable laws.
5.20 Representations, Warranties and Indemnity Regarding Brokers,
a) City represents to Developer that no real estate broker or agent has
rendered a service or represented City in connection with this Agreement or the
transaction contemplated in this Agreement for which any brokerage commission or fee
is due.
b) Developer represents to City that no real estate broker or agent has
rendered a service or represented Developer in connection with this Agreement or the
transaction contemplated in this Agreement for which any brokerage commission or fee
is due.
c) City and Developer covenant and agree, each to the other, to indemnify
the other against any claims based upon or arising out of the employment or use by the
indemnifying party of any real estate broker, agent or finder in connection with the
purchase and sale of the Property. This Section 5.20 shall survive Closing or any earlier
termination of this Agreement.
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