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investigation or inquiry regarding Hazardous Materials on the Property or the potential violation
<br />of any Environmental Law; (iv) there is no monitoring program required by the Environmental
<br />Protection Agency or any other governmental agency concerning the Property; (v) no toxic or
<br />hazardous chemicals, waste, or substances of any kind have ever been spilled, disposed of, or
<br />stored on, under or at the Property, whether by accident, burying, drainage, or storage in
<br />containers, tanks, holding areas, or any other means; (vi) the Property has never been used as a
<br />dump or landfill; (vi) Seller has disclosed to Buyer all information, records, and studies in
<br />Seller's possession or reasonably available to Seller relating to the Property concerning
<br />Hazardous Materials; (vii) Seller has not received any notice from any governmental authority
<br />of any threatened or pending zoning, building, fire, or health code violation or violation of other
<br />governmental regulations concerning the Property that have not previously been corrected, and
<br />no condition on the Property violates any health, safety, fire, environmental, sewage, building, or
<br />other federal, state or local law, ordinance or regulation; (viii) no contracts, licenses, leases or
<br />commitments regarding the maintenance or use of the Property or allowing any third party rights
<br />to use the Property are in force; (ix) there are no pending, or to Seller's best knowledge,
<br />threatened, actions suits, or administrative proceedings against or affecting the Property or any
<br />portion thereof or the interest of Seller in the Property; (x) there are no pending or to Seller's best
<br />knowledge threatened, condemnation, eminent domain, or similar proceedings affecting the
<br />Property or any portion thereof; (xi) Seller has not received any notice from any insurer of
<br />defects of the Property which have not been corrected; (xii) there are no natural or artificial
<br />conditions upon the Property or any part thereof that could result in a material and adverse
<br />change in the condition of the Property; (xiii) all information that Seller has delivered to Buyer,
<br />either directly or through Seller's agents, is accurate and complete; and (xiv) Seller has disclosed
<br />all material facts known to Seller concerning the Property.
<br />Seller further represents and warrants that this Agreement and all other documents
<br />delivered or to be delivered in connection herewith prior to or at the close of escrow: (a) have
<br />been duly authorized, executed, and delivered by Seller; (b) are binding obligations of Seller; (c)
<br />are collectively sufficient to transfer all of Seller's right, title and interest in and to the Property;
<br />and (d) do not violate the provisions of any agreement to which Seller is a party or which affects
<br />the Property. Seller further represents and warrants that the persons who have executed this
<br />Agreement on behalf of Seller are authorized to do, that Seller has the legal right to enter into
<br />this Agreement and to perform all of its terms and conditions, and that this Agreement is
<br />enforceable against Seller in accordance with its terms.
<br />Seller shall notify Buyer of any facts that would cause any of the representations
<br />contained in this Agreement to be untrue as of the close of escrow. If Buyer reasonably believes
<br />that a fact materially and adversely affects the Property, Buyer shall have the option to terminate
<br />this Agreement by delivering written notice thereof to Seller. In the event Buyer elects to
<br />terminate this Agreement, all funds and documents deposited into escrow by or on behalf of
<br />Buyer shall be returned to Buyer, and all rights and obligations hereunder shall terminate.
<br />Seller shall indemnify, defend and hold harmless Buyer from all loss, cost, liability,
<br />expense, damage or other injury, including without limitation, attorneys' fees and all other costs
<br />and expenses incurred by reason of, or in any manner resulting from the breach of any
<br />representation or warranty contained in this Section.
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