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<br />5.2 Title to Assets. The Seller has good and marketable title to the Real Property,
<br />free and clear of any and all liens, easements, mortgages, claims of ownership, security interests,
<br />attachments, restrictions and other encumbrances (collectively, a "Lien"), except as disclosed in
<br />this Agreement or in any exhibit attached hereto.
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<br />5.3 Environmental. To the best of Seller's knowledge, information and belief, no
<br />toxic or hazardous substances or wastes, pollutants or contaminants (including without
<br />limitation, asbestos, urea formaldehyde, the group of organic compounds known as
<br />polychlorinated biphenyls, petroleum products including gasoline, fuel oil, crude oil, and various
<br />constituents of such products, and any hazardous substance as defined in the Comprehensive
<br />Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 D.S.C. S
<br />8601-9657, as amended) have been generated, treated, stored, released or disposed of, or
<br />otherwise placed, deposited in or located on the Property or in the ground water thereunder.
<br />Seller has no knowledge that the Property has' ever been used for dry cleaning purposes.
<br />
<br />5.4 Leases I Options. Seller represents that there are no leases or options to purchase
<br />the Real Property. -
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<br />5.5 Abandonment of Easement. Seller has an easement across the Real Property for a
<br />water pipe easement. Seller represents and warrants that if Seller vacates or abandons this water
<br />pipe, it shall release its easement to Buyer for no charge. This representation and warranty shall
<br />survive the closing and shall not merge into the closing documents.
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<br />The representations and warranties provided above shall survive the closing for a period
<br />of one (1) year after the date of closing for the benefit of Buyer and, in the event any of the
<br />representations or warranties shall be discovered to have been materially untrue as of the Closing
<br />Date, Seller shall indemnify, defend and hold Buyer, its successors and assigns harmless with
<br />respect to any actual direct loss (including reasonable attorney's fees) resulting from any
<br />circlID1stance making any said representation or warranty materially untrue as of the Date of
<br />Closing.
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<br />ARTICLE VI
<br />REPRESENTATIONS AND WARRANTIES OF BUYER
<br />
<br />Buyer represents and warrants to Seller, as of the date hereof and as of Closing, that:
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<br />6.1 No Violation. The execution and delivery by Buyer of this Agreement and all
<br />doclID1ents to be executed by Buyer in connection with the transactions contemplated hereby do
<br />not, and the performance and consummation by Buyer of the transactions contemplated by this
<br />Agreement will not, result in any conflict with, breach or violation of or default, termination or
<br />forfeiture or lien under or upon the failure to give notice or the lapse of time or both result in any
<br />conflict with, breach of violation of or default, termination, forfeiture or lien under any statute,
<br />rule, regulation, judicial or governmental decree, order or judgment, agreement, lease or other
<br />instrument to which Buyer is a party or to which Buyer's assets are subject or is likely to have a
<br />material adverse effect on the Buyer's assets.
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