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9 <br /> binding on and enforceable against Seller in accordance with their terms. Seller has <br /> obtained all authorizations or approvals necessary for Seller to enter into and perform <br /> its obligations under this Agreement. The person signing this Agreement on behalf of <br /> Seller has the legal power, right and actual authority to bind Seller to the terms and <br /> conditions of this Agreement. <br /> (e) Litigation. To Seller's knowledge there are no actions, suits, <br /> litigation or proceedings pending or, threatened, which affect the Property or affect the <br /> right, power or authority of Seller to enter into and perform this Agreement in <br /> accordance with its terms, or the validity or enforceability of this Agreement or of any <br /> action taken by Seller under this Agreement, in any court or before any govenunental <br /> authority, domestic or foreign. <br /> (1) No Violation. The execution of and entry into this Agreement, <br /> the execution and delivery of the documents and instruments to be executed and <br /> delivered by Seller on or prior to the Closing Date, and the performance by Seller of <br /> Seller's duties and obligations under this Agreement, are not in violation of any <br /> contract, agreement or other instrument to which Seller is a party, any judicial order or <br /> judgment of any nature by which Seller is bound. <br /> (g) Non-foreign Person. Seller is not a"foreign person" as that term <br /> is defined in Section 1445(f) of the Internal Revenue Code of 1986 and the regulations <br /> issued thereby. <br /> (h) Eminent Domain. To Seller's actual knowledge, there are no <br /> pending or threatened eminent domain or condemnation actions pertaining to the <br /> Property or any portion thereof, except with respect to the Buyer, which is buying the <br /> Property under the imminent threat of condemnation as set forth in the Resolution. <br /> (i) Assessments. To the knowledge of Seller,no special assessments <br /> (other than those disclosed in the Preliminary Commitment) have been levied against <br /> the Property, and Seller has received no written notice of any currently pending or <br /> proposed assessments against the Property. <br /> At Closing if requested by Buyer, Seller shall deliver a certificate to Buyer.dated <br /> as of the Closing Date and certifying as to the truth and accuracy of each of the <br /> representations and warranties contained in this Section or the manner in which any <br /> such representation or warranty is untrue or inaccurate in any material respect (the <br /> "Closing Certificate"). <br /> 8.3 Buyer's Representations. Buyer represents and warrants to Seller as of <br /> the Closing Date as follows: <br /> 11 <br /> 104 <br />