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acknowledge and agree that Purchaser is relying upon such representations and warranties in
<br />• purchasing the Property and that same are true and correct:
<br />(a) Sellers have good, marketable and insurable fee simple title to the Property,
<br />free and clear of all liens, encumbrances and other exceptions to title, except for those matters of
<br />record.
<br />(b) Sellers have full right, title and authority to execute this Agreement, to make
<br />the representations and warranties set forth in this Agreement, to perform the covenants of Sellers
<br />hereunder and to deliver any and all documents required to consummate the transactions
<br />contemplated herein. Each party signing on behalf of an entity has the express authority to sign on
<br />behalf of said entity, and such signature is binding upon the entity.
<br />(c) Sellers have no knowledge that any suits or proceedings are pending or, to
<br />the best of Sellers' knowledge, threatened against or relating to the Property, or which could
<br />make unlawful the consummation of the transactions contemplated by this Agreement or render
<br />Sellers unable to consummate the same. There is no outstanding order, writ, injunction or decree
<br />of any court or governmental agency affecting the Property.
<br />(d) There are no adverse or other parties in possession of the Property, or any
<br />part thereof, and no party has been granted any license, lease or other right relating to the use,
<br />occupancy or possession of the Property, or any part thereof, other than easements, agreements,
<br />leases, licenses and matters appearing of record, and those matters disclosed by Seller in writing
<br />• prior to the Effective Date. There are no encroachments upon the Property that materially
<br />adversely affect enjoyment of the Property by Purchaser for its intended use, and to the best of
<br />the Sellers' knowledge, information and belief, the improvements on the Property do not
<br />encroach upon adjoining properties.
<br />•
<br />(e) Sellers have not received notices, written or otherwise, from any
<br />governmental or quasi -governmental agency requiring the correction of any condition with
<br />respect to the Property, or any part thereof, by reason of a violation of any regulation, ordinance,
<br />or law imposed by such governmental authority relating to the zoning and the current use or
<br />condition of the Property.
<br />(f) To the best of Sellers' knowledge: (i) none of the Property has been
<br />excavated (except for standard grading related to site development) by the Seller, at the Seller's
<br />request, or by any tenant or other person using or occupying the Property with Seller's
<br />permission; (ii) no hazardous materials, toxic chemicals, or similar substances, as defined by 42
<br />U.S.C. §1251 et seq., or 42 U.S.C. §6901 et seq., or 42 U.S.C. §9601 et seq, or 33 U.S.C.
<br />§1317(1), or 15 U.S.C. §2606(f), or 49 U.S.C. §1801 et seq, or regulations adopted pursuant
<br />thereto, or any similar provision of any applicable federal or state law (collectively, "Hazardous
<br />Materials") are or were stored or used on or under, or otherwise were or are in existence, or were
<br />in any way dealt with on or under the Property; and (iii) no owner or occupant of the Property
<br />has received any notice from any governmental agency with regard to such Hazardous Materials.
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