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D. Except as otherwise provided in Section 4 above, the Property is not
<br />subject to any .leases, unrecorded easements, options to purchase, rights of first
<br />purchase or refusal, or any other agreement or contract to use, lease or purchase
<br />the Property;
<br />E. To Seller's actual knowledge, the Property is in compliance with all
<br />applicable laws, rules, regulations, and ordinances, including, but not limited to, fire,
<br />zoning, occupational safety, environmental protection, of all governmental
<br />authorities having competent jurisdiction;
<br />F. Subject to the provisions of Section 11 below, the' execution and
<br />delivery of this Agreement and the performance by Seller of its obligations
<br />hereunder do not and will not violate or conflict with any provision of, or result in any
<br />event of default, or in the acceleration of any obligation, under (i) any lien,
<br />mortgage, security agreement, or other encumbrance affecting the Property; (ii) any
<br />material commitment, contract, agreement, plan, arrangement, understanding,
<br />instrument, lease, license, or permit to which Seller is a party or by which it is bound
<br />or which otherwise affects the Property; or (iii). any order, arbitration award,
<br />judgment, decree, or other restriction to which Seller is subject or by which it is
<br />bound or which otherwise affects the Property;
<br />G. No claim, action, suit, or proceeding relating to the Property or the
<br />transaction contemplated by this Agreement is pending or, to the best of Seller's
<br />knowledge, threatened against Seller or the Property before any court or other
<br />governmental authority or arbitration tribunal, and there is no outstanding judgment,
<br />order, writ, injunction, decree, or award against or affecting Seller, the Property, or
<br />the transaction contemplated by this Agreement;
<br />H. Seller is not indebted to the U.S. government or to any other public
<br />authorities for any delinquent taxes, assessments or other charges of any nature
<br />whatsoever for which a lien has been asserted against Seller or against the
<br />Property, or for which a lien may be rightfully asserted in the future;
<br />All representations, warranties, agreements and covenants of Seller contained
<br />herein or elsewhere in this Agreement shall 6e remade as of the Closing Date, shall survive
<br />the closing, and shall be continuing thereafter.
<br />9. Representations and Warranties of Buyer. Buyer represents and
<br />warrants to Seller as follows:
<br />A. Buyer has all necessary power and authority to enter into this
<br />Agreement and to consummate the transaction contemplated herein and this
<br />Agreement constitutes the valid, binding and enforceable obligation of Buyer.
<br />B. The execution and delivery of this Agreement and the performance
<br />by Buyer of its obligations hereunder do not and will not violate or conflict with any
<br />provision of, or result in any event of default, or in the acceleration of any obligation,
<br />under (i) any material commitment, contract, agreement, plan, arrangement,
<br />understanding, instrument, lease, license, or permit to which Buyer is a party or by
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