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<br />It (3) Seller has the present full authority and power to execute this Agreement
<br /> and to close the sale of the Property.
<br /> (4) (a) (i) Neither the Property nor any portion of the Project has ever been
<br />I used by Seller to generate, manufacture, refine, transport, treat, store, handle, or dispose
<br /> of (collectively, "Use") any "Hazardous Material" (as hereinafter defined), (ii) Seller has
<br /> no actual knowledge of the use of any Hazardous Material on, under, or in the Property or
<br />I any portion of the Project, except as may be stated in the environmental assessment
<br /> referenced in Section 10, (iii) Seller has no actual knowledge of any actions, claims, suits,
<br />I or proceedings pending or threatened against Seller or the Property or any portion of the
<br /> Project which relate to any violation or alleged violation of any "Environmental Laws"
<br /> (as hereinafter defined); and (iv) so long as Seller retains an interest in the project, Seller
<br />I shall (A) not permit any Hazardous Material to be Used on, under, or in the land, (B)
<br /> comply, and shall cause all other persons to comply, with all Environmental Laws
<br /> applicable to the project and (C) notify Purchaser immediately and in writing of any
<br />I proceedings, actions, suits, or claims pending or threatened against Seller relating to any
<br /> violation or alleged violation of any Environmental Laws with respect to the same.
<br />I (b) Seller shall indemnify and hold harmless Purchaser from and against all damages,
<br /> loss, costs, actions, causes of actions and reasonable attorneys, fees and expenses arising out of a
<br /> breach of the foregoing warranties and representations.
<br />Ie (c) As used herein,
<br />I (i) "Hazardous Material" shall be defined as any substance, waste, or
<br /> material now or hereafter determined by any Governmental Authority to pose a
<br />I risk of injury to health, safety and/or property, including but not limited to (A) all
<br /> materials, wastes and substances now or hereafter designated as hazardous or
<br /> toxic by the United States Environmental Protection Agency, the United States
<br />I Department of Labor, the United States Department of Transportation or any other
<br /> Governmental Authority, (B) all materials, wastes and substances now or
<br /> hereafter designated or defined as hazardous, extremely hazardous or toxic
<br />I pursuant to the Comprehensive Environmental Response, Compensation and
<br /> Liability Act (42 U.S.C. 9601, et seq.), the Resource Conservation and Recovery
<br /> Act (42 U.S.C. 6901 et seq.), or any other Environmental Laws, and (C) asbestos,
<br />I urea formaldehyde, polychlorinated biphenyls, and petroleum products.
<br />I (ii) "Environmental Laws" shall be defined as all present or future
<br /> laws, statutes, treaties, rules, regulations, orders, ordinances, permits, licenses,
<br /> judgments or decrees enacted by any Governmental Authority to regulate any
<br />I materials, wastes and/or substances in the environment.
<br /> (5) Seller possesses good and marketable fee simple title to the Property (or is
<br />fj a party to a valid and binding contract to acquire such title and will do so on or before
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