America Online 2010 Annual Report Download - page 153

administrative interpretations thereof, and authorizations of any Governmental Authority as may be in effect from time to time applicable to the
Property;
(ii) "Environmental Laws" shall mean all Applicable Laws relating to the protection or pollution of the environment, including without limitation
the Comprehensive Environmental Response Compensation and Liability Act, as amended (42 U.S.C. Section 9601 et seq.) ("CERCLA"), the
Emergency Planning and Community Right to Know Act of 1986, the Federal Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act and the Hazardous and Solid Waste Amendments thereto, the Clean Air Act, the Clean Water Act, the Toxic
Substances Control Act, the Safe Drinking Water Act, the Superfund Amendments and Preauthorization Act of 1986, and any similar or
analogous statutes, regulations and decisional law of any Governmental Authority, as each of the foregoing exist on the date hereof;
(iii) "Governmental Authority" shall mean any governmental or quasi-governmental body, authority, court, department, commission, board,
bureau, agency, court or other instrumentality of the United States, or of any state, county, city or other political subdivision having jurisdiction
over the Property.
6.2 Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller that, as of the Effective Date:
6.2.1 Due Formation. Purchaser is a limited liability company, duly organized, validly existing and in good standing under the laws of the jurisdiction
of its formation.
6.2.2 Authorization. Purchaser 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 Purchaser have been taken.
Any and all consents needed by Purchaser 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 Purchaser and (assuming this Agreement
constitutes a valid and binding obligation of Seller) constitutes a valid and binding agreement of Purchaser, enforceable against Purchaser 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.
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