2007-07-11 Set Agenda & Handouts

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inspections and tests as Buyer shall deem appropriate to determine that the Property is free from any Hazardous Substances as defined in Paragraph 10(k) hereof, and is in full compliance with all federal, state and local environmental laws and regulations. At Buyer's discretion, such inspections and test may include Phase I and Phase IT environmental reports (the "Environmental Report"), Seller's soils and/or geotechnical reports certified to Buyer. Buyer agrees to indemnify and defend Seller from, and to hold the Seller harmless against any and all claims, causes of action or expenses, including attorneys fees, relating to or arising from Buyer's presence on the Property prior to the Closing. Buyer agrees to repair any damage to the Property caused by such inspections and to return the Property to substantially the same condition as existed prior to Buyer's inspection. 16. Agreements. Representations and Warranties by Seller. Seller agrees, represents and warrants as follows: (a) The individuals executing this Agreement on behalf of Seller have the requisite authority to execute this Agreement and such other documents as are contemplated or to be delivered by Seller herein, and to bind Seller thereto; and Seller has the full and complete authority to sell the Property; (b) Seller is not a foreign person, foreign partnership, foreign trust or foreign estate as those terms are defined in Section 1445 of the Internal Revenue Code; (c) There have been no bankruptcy or dissolution proceedings involving Seller during the time in which Seller has had any interest in the Property; there are no unsatisfied judgments or state or federal tax liens of record against Seller; and no labor or materials have been furnished to the Property for which payment has not . been made; (d) There are no unrecorded mortgages, contracts, purchase agreements, options, leases, easements or other agreements or interest relating to the Property and there are no persons in possession of any portion of the Property except as may be disclosed by the Title Evidence; (e) To Seller's actual knowledge, there are no encroachments or boundary line questions affecting the Property, except as may be disclosed by the Title Evidence;