Real Estate Purchase Contract (Page 3 of 4) in pdf

Seller’s Representations and Warranties: As a material inducement to the execution and delivery

of this Contract by Buyer and the performance by Buyer of its duties and obligations hereunder, Seller does

hereby warrant and represent to Buyer as of the Effective Date and as of the date of Closing:

(a)

Information. Except as set forth herein, Seller has no knowledge of any information

affecting the Property that has or would have a material adverse impact on Buyer’s ability to use, lease and

operate the Property as contemplated by Buyer.

(b)

Legal Compliance. Except as disclosed to Buyer, Seller has no knowledge of any past or

continuing violation or alleged violation of any legal requirement affecting the Property; including, without

limitation, any past or continuing violation or alleged violation of any local, state or federal environmental,

zoning, subdivision, fire or other law, ordinance, code, regulation, rule or order. In addition to the foregoing,

the Property complies with all applicable building and zoning codes and all laws, statutes, codes ordinances,

rules and regulations relating to the environment.

(c)

Litigation. Seller has no knowledge of any pending or threatened claims, actions, suits,

litigation or governmental proceeding affecting the Property.

(d)

Other Agreements. To Seller’s knowledge, there are no agreements or understandings, oral

or written, with any person, entity or governmental authority affecting the Property which could give rise to

claims affecting the Property.

(e)

Governmental Actions.

Seller has no knowledge of any threatened or pending

condemnation or eminent domain proceeding, special assessment, rezoning or moratorium affecting the

Property.

(f)

Due Authorization. Seller has full power to execute, deliver and carry out the terms and

provisions of this Contract and has taken all necessary action to authorize the execution, delivery and

performance of this Contract. The individual executing this Contract on behalf of Seller has the authority to

bind Seller to the terms and conditions of this Contract.

(g)

Environmental Matters. To the best of Seller’s knowledge, the Property is not in violation

of any Environmental Law (as defined below) and Seller has no knowledge of (i) the presence on or about the

Property of any Hazardous Materials (as defined below); (ii) any release or threatened release of any

Hazardous Materials on or affecting the Property; or (iii) the existence of any underground storage tanks on

or about the Property. Seller has received no notice of any investigation or proceeding by any governmental

agency concerning the presence or alleged presence, release or threatened release of Hazardous Materials on

the Property. The term “Environmental Law” includes any federal, state or local law, ordinance or regulation

pertaining to health, industrial hygiene, waste disposal, or the environment, including, without limitation: the

federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, the federal

Superfund Amendments and Reauthorization Act of 1986, the federal Resource Conservation and Recovery

Act of 1976, the federal Clean Air Act, the federal Water Pollution Control Act and federal Clean Air Act of

1977, the federal Insecticide, Fungicide and Rodenticide Act. the federal Pesticide Act of 1977, the federal

Toxic Substances Control Act, the federal Safe Drinking Water Act, the federal Hazardous Materials

Transportation Act, and any amendments thereto and regulations adopted and publications promulgated

pursuant thereto.

The term “Hazardous Materials” includes oil and petroleum products, asbestos,

polychlorinated biphenyl, radon and urea formaldehyde, and any other materials classified as hazardous or

toxic or as pollutants or contaminants under any Environmental Law.

If Seller has received or at any time does receive notice, knowledge or information as to the

presence, alleged presence, release or threatened release of Hazardous Materials on or about the Property

other than as previously disclosed by Seller to Buyer, Seller agrees to provide to Buyer all information and

data as to such Hazardous Materials immediately upon receipt of same.

Miscellaneous:

(a)

This Contract shall be binding upon the parties hereto, and their respective successors and

assignees. All agreements, representations and warranties by the respective parties contained herein are

intended to and shall remain true and correct as of the Closing, shall be deemed to be material, and shall

survive the delivery of the Deed and transfer of title. Any covenants and conditions herein that must be

operative after delivery of the Deed to be effective shall be so operative and shall not be deemed to have been

merged in the Deed.

(b)

This Contract contains all of the covenants, conditions and agreements between the parties

with respect to the subject matter hereof and shall supersede all prior correspondence, agreements and

understandings, both oral and written to the extent related to the subject matter hereof. The parties intend that

this Contract constitutes the complete and exclusive statement of its terms and that no extrinsic evidence may

be introduced in any proceeding involving this Contract. This Contract may not be changed or amended

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Real Estate Purchase Contract Page 3

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