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The Seller agrees that, between the date of this Agxeement and the Closing Date, the <br />Seller; <br />a. Will not enter into any agreements affecting the Premises, without the prior <br />written consent of the Purchaser; <br />b. Wi11 not enter into, extend renew or replace any existing Service Contracts in <br />respect of the Premises without the prior written consent of the Purchaser; <br />c, At its sole cost and expense, will keep the 1'remises in the same condition in <br />wIzich they are in at the time of the executian of this Agreement, less reasonable wear and tear; <br />and, <br />d. Will terminafe ali tenancies, uses and occupancies at the Premises and regazn <br />possession and controI of the Premises on or before Closing date. <br />14. SELLER'S REPRESENTATIONS & WARRANTIES. <br />The Seller represents, warrants and agrees tlxat: <br />a, This Agreement constitutes the legal, valid, and binding obligation of Seller <br />eniforceable in accordance with its texms, Seller has fu11 power and authority to enter into and <br />perform the tertns and conditions of this Agreement; <br />b. There are no pending or threatened actions or proceeclings against Seller or the <br />Premises that, if determined adversely to Seller, would affect Seller's ability to perform its <br />obligations under this Agreement ar that would enjoin or pxevent the consumrnation of the <br />Closing; c. Seller has paid or will pay prior to the Closing, a1I bills and other payments <br />due in connection with utilities used at the Premises; <br />d. To the knowledge of Seller, Sellex is not zn breach of any Iaw or regulation, or <br />the order of any court or federal, state, municipal, or other governmental authority, in connection <br />with the Pxemises or Seller's present use or operation of the Premises; <br />e. The Sellex owns legal and beneficia] title to the Premises, free and ciear of all <br />liens and encumbrances except for the Petmitted Exceptions; <br />f. Seller wi11 terminate all tenancies, uses and occupancies at the Premises on or <br />before Closing Date; <br />g. All roads bounding the Premises are public roads and the Deed is the only <br />instrurnent necessary to convey to the Purchaser full access to and the right ta the roads freely as <br />well as all rights appurtenant to the Premises in the roads; <br />5