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<br /> 8. REPRESENTATIONS AND wARRANTIES. ..
<br /> (A) Seller represents and warrants to Purchaser as follows, which representations and I
<br /> warranties shall be deemed made by Seller as of the date hereof and as of the Closing Date, shall
<br /> survive the Closing, and but for such representations and warranties, Purchaser would not I
<br /> execute this Agreement:
<br /> (1) There are no other partics in possession of any portion of the Property. I
<br /> (2) There are no pending or, to the best of Seller's latowledge, threatened
<br /> actions, suits, condemnation or other proceedings before or by any judicial body or any I
<br /> governmental authority, against or affecting Seller or the Property.
<br /> (3) Seller has the present full authority and power to execute this Agreement I
<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 I
<br /> 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 /> any portion of the Project, except as may be stated in the environmental assessment
<br /> referenced in Section 10, (Ui) Seller has no actuallcnowledge of any actions, claims, suits,
<br /> or proceedings pending or threatened against Seller or the Property or any portion of the I
<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 /> shall (A) Dot permit any Hazardous Material to be Used on, under, or in the land, (B) I
<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 /> proceedings, actions, suits, or claims pending or threatened against Seller relating to any I
<br /> violation or alleged violation of any Environmenta1 Laws with respect to the same.
<br /> (b) Seller shall indemnify and hold hannless Purchaser from and against all damages, I
<br /> loss, costs, actions, causes of actions and reasonable attorneys, fees and expenscs arising out of a
<br /> breach of the foregoing warranties and representations.
<br /> (c) As used herein, I
<br /> (i) "Hazardous Material" shall be defined as any substance, waste, or I
<br /> material now or hereafter determined by a:DY Govemmental Authority to pose a
<br /> 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 I
<br /> toxic by the United States Environmental Protection Agency, the United States
<br /> Department of Labor, the United States Departroent of Transportation or any other -.
<br /> Governmental Authority, (B) all materials, wastes and substanCcs now or
<br /> hereafter designated or defined as hazardous, extremely hazardous or toxic
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