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g) all other material documents and information concerning the Property which is in the
<br /> possession or control of Seller or its agents; and
<br /> h) up to and including the closing date, if Seller discovers any material information
<br /> and/or documents concerning the Property that was not previously disclosed to Buyer,
<br /> Seller shall promptly deliver such information and/or documents to Buyer.
<br /> 8. Seller's Representations and Warranties. In addition to other
<br /> representations herein, Seller represents and warrants to Buyer as of the date hereof
<br /> and as of the date of closing that:
<br /> 8.1 Authorization. All requisite action has been taken by Seller in
<br /> connection with entering into this Agreement, the instruments referenced herein, and
<br /> the consummation of the transaction contemplated hereby. Seller has the right, power
<br /> and authority to execute, deliver and perform this Agreement without obtaining any
<br /> consents or approvals from, or the taking of any other actions with respect to, any third
<br /> parties. This Agreement, when executed and delivered by Seller and Buyer, and all
<br /> documents executed by Seller pursuant hereto, will constitute the valid and binding
<br /> agreement of Seller. The persons executing this Agreement on behalf of Seller have
<br /> the power and authority to bind Seller.
<br /> 8.2 Hazardous Materials. Seller has made no investigation
<br /> concerning hazardous, dangerous or toxic substances in or on the Property other than
<br /> investigations with respect to which copies of reports thereof have been delivered to
<br /> Buyer as part of Seller's Information. To the best of Seller's knowledge, except as may
<br /> be disclosed in reports given to Buyer, (a) there has been no generation, storage,
<br /> transportation, release, threatened release, deposit, spill, use, placement or disposal
<br /> on, in or under the Property or any adjacent property of any Hazardous Materials, and
<br /> there is not currently, nor has there been in the past, any proceeding or inquiry by any
<br /> governmental body with respect thereto, (b) the Property does not now, and has not in
<br /> the past, contained any underground storage tanks or hazardous building materials or
<br /> toxic substances, including, without limitation, asbestos, lead or PCBs. A "Hazardous
<br /> Material" is any hazardous or toxic substance, material or waste, including, but not
<br /> limited to, (i) those substances, materials and wastes listed in the United States
<br /> Department of Transportation Hazardous Materials Table (49 C.F.R. 172.101) or by the
<br /> United States Environmental Protection Agency as a hazardous substance (40 C.F.R.
<br /> Part 302 and amendments thereto), (ii) petroleum products and their derivatives, and
<br /> (iii) such other substances, materials and wastes as become regulated or subject to
<br /> cleanup under any local, state or federal laws or regulations.
<br /> 8.3 No Legal Violations. Except as disclosed to Buyer in writing,
<br /> Seller has not received any written notice of the existence of any current violation of
<br /> any applicable covenant, condition or restriction or any applicable statute, ordinance,
<br /> regulation, order, permit, rule or law, including, without limitation, any building, zoning
<br /> or environmental restriction or requirement concerning filling, use, construction,
<br /> maintenance, repair, replacement, operation or occupancy of the Property.
<br /> {Client Files\14653\S574091.DOC)
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