Molina Medicaid Solutions - DHHR

exv10w27(b) Delivering to Buyer the Title Policy, the original documents and items listed in Section 10.2 above, and a closing statement for the escrowconsistent with this Agreement and signed by Buyer and Seller (the “Closing Statement”), and any refund due Buyer; and(c) Delivering to Seller the amount due Seller as shown on the Closing Statement, the original documents listed in Section 10.4 above, and asigned original of Seller’s Closing Statement.10.9 Possession. Seller shall deliver possession of the Property to Buyer on the Closing Date, subject to the rights of the Tenants under theLeases.11. Representations and Warranties.11.1 Representations and Warranties of Seller. Seller hereby makes the following representations and warranties to Buyer, whichrepresentations and warranties shall survive the Closing, and all of which (i) are material and are being relied upon by Buyer, and (ii) are true,complete and accurate as of the date hereof.(a) Organization. Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State ofDelaware, and qualified to do business, and in good standing, in the State of California.(b) Authorization. This Agreement has been duly authorized, executed, and delivered by Seller; the obligations of Seller under thisAgreement are legal, valid, and binding obligations of Seller; and this Agreement does not, and at the time of Closing will not, (i) violate or conflictwith the organizational documents of Seller or any member of Seller acting on Seller’s behalf, (ii) violate or conflict with any judgment, decree, ororder of any court applicable to or affecting Seller, (iii) breach the provisions of, or constitute a default under, any contract, agreement, instrument,or obligation to which Seller is a party or by which Seller is bound, or (iv) violate or conflict with any law, ordinance, or governmental regulationor permit applicable to Seller. All documents that are executed by Seller and that are delivered to Buyer at the Closing will be, at the time ofClosing, duly authorized, executed, and delivered by Seller; the obligations of Seller under such documents will be, at the time of Closing, legal,valid, and binding obligations of Seller; and such documents will not, at the time of Closing, (i) violate or conflict with the organizationaldocuments of Seller or any member of Seller acting on Seller’s behalf, (ii) violate or conflict with any judgment, decree, or order of any courtapplicable to or affecting Seller, (iii) breach the provisions of, or constitute a default under, any contract, agreement, instrument, or obligation towhich Seller is a party or by which Seller is bound, or- 20 -(iv) violate or conflict with any law, ordinance, or governmental regulation or permit applicable to Seller.(c) Bankruptcy. No proceedings under any federal or state bankruptcy or insolvency laws have been commenced by or against Seller whichhave not been terminated; no general assignment for the benefit of creditors has been made by Seller; and no trustee or receiver of Seller’s propertyhas been appointed.(d) Not a Foreign Person. Seller is not a foreign person within the meaning of section 1445(f)(3) of the Internal Revenue Code of 1986. Sellerhas read and understands the provisions of sections 18662 and 18668 of the California Revenue and Tax Code (the “Act”) and has a “permanentplace of business” within California within the meaning of the Act and the regulations and guidelines of the California Franchise Tax Boardpromulgated from time to time pursuant thereto.(e) Litigation. Except as disclosed in writing to Buyer, no litigation or proceeding is pending or, to Seller’s knowledge, threatened thataffects the Property or Seller’s ability to consummate the transactions contemplated by this Agreement.(f) Violations. Except as disclosed in writing to Buyer, Seller has not received any written notice of any violation by the Property of anyapplicable rule, regulation, ordinance or government directive from any administrative or governmental authority that has not been cured.(g) Leases; Landlord Defaults. There are no leases, rental agreements, license agreements or occupancy rights affecting the Property otherthan those listed on Exhibit C and any matters of record. Seller has not received any written notice of a default by Seller from any Tenant underany of the Leases that has not been cured, other than as set forth in the Tenant Estoppels.(h) Rent Roll. Exhibit C contains a complete and correct list of all existing Leases, setting forth with respect to each Lease, the followingminimum information (the “Rent Roll”): the name of the Tenant, the number of the room or suite occupied by the Tenant, the square footage of thespace, the commencement and expiration dates, the amount of the monthly base rent payment, the current monthly additional rent payment for theTenant share of Real Property expenses and taxes, the amount of any security deposit or prepaid rent, and the amount and due date of any paymentsdue Tenants in the future as reimbursement for costs of tenant improvements. Seller shall deliver an updated Rent Roll to Buyer two (2) businessdays prior to the expiration of the Due Diligence Period, which shall be accurate as of the date set forth on the updated Rent Roll (which date shallnot be more than three (3) business days prior to the date the updated Rent Roll is delivered to Buyer). Seller shall deliver a further updated RentRoll to Buyer three (3) business days prior to the Closing Date, which shall be accurate as of the date set forth on the updated Rent Roll (whichdate shall not be more than three (3) business days prior to the date the updated Rent Roll is delivered to Buyer).http://sec.gov/Archives/edgar/data/1179929/000095012311023069/a58840exv10w27.htm[1/6/2012 11:09:22 AM]