America Online 2010 Annual Report Download - page 150

6.1.1 Due Formation. Seller is a corporation, validly existing and in good standing under the laws of the State of Delaware and is qualified to do
business in the Commonwealth of Virginia and has the power and authority and all necessary governmental approvals to own and operate the
Property and to carry on its business as it is now being conducted.
6.1.2 Authorization. Seller has full power and authority to enter into this Agreement and to carry out its obligations hereunder and to execute and
deliver all documents which are contemplated by this Agreement. All actions necessary to confer such power and authority upon the persons
executing this Agreement and all documents which are contemplated by this Agreement to be executed on behalf of Seller have been taken. Any
and all consents needed by Seller to enter into this Agreement and to execute and deliver all documents which are contemplated by this
Agreement have been obtained. This Agreement has been duly and validly executed and delivered by Seller and (assuming this Agreement
constitutes a valid and binding obligation of Purchaser) constitutes a valid and binding agreement of Seller, enforceable against Seller in
accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditor's rights
generally from time to time in effect and to general equitable principles.
6.1.3 Litigation. Except for the litigation described on Schedule 6.1.3, there is no action, suit, proceeding or investigation by or before any court or
governmental or other regulatory administrative agency or commission pending or to Seller's knowledge, threatened against Seller (i) pertaining
to the Property and not adequately covered by insurance; (ii) if adversely determined, would adversely affect (a) the Property or any portion
thereof, (b) continued operation of the Property, (c) the Leases, or (d) the ability of Seller to perform its obligations under this Agreement or
(iii) are reasonably likely to impose any liability on Purchaser in its capacity as a purchaser and/or an owner of the Property, which liability
would exceed Fifty Thousand Dollars ($50,000.00).
6.1.4 No Violations. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Seller do not in
any material respect (i) violate or conflict with the certificate of formation of Seller, (ii) violate or conflict with any judgment, decree or order of
any court applicable to or affecting Seller, (iii) to Seller's knowledge, 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 and which relates to the Property, or (iv) to Seller's
knowledge, violate or conflict with any law applicable to Seller; as used in this Section 6.1.4, "material respect" means any manner that would
impact the enforceability of this Agreement.
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