WITH RESPECT TO THE PROPERTY WHICH HAVE NOT
BEEN CORRECTED TO THE SATISFACTION OF THE ISSUER OF THE NOTICE.
11
E.
SELLER HAS NO ACTUAL KNOWLEDGE OF, AND
HAS RECEIVED NO WRITTEN NOTICE OF, ANY VIOLATION OF ENVIRONMENTAL LAWS ON THE
PROPERTY OR THE PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM THE
PROPERTY IN VIOLATION OF ENVIRONMENTAL LAWS EXCEPT AS DESCRIBED IN THE
ENVIRONMENTAL DOCUMENTS DISCLOSED PURSUANT TO SECTION 3.1(A).
THE TERM
"ENVIRONMENTAL LAWS" INCLUDES WITHOUT LIMITATION THE RESOURCE CONSERVATION AND
RECOVERY ACT AND THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND
LIABILITY ACT AND OTHER FEDERAL LAWS GOVERNING THE ENVIRONMENT AS IN EFFECT ON
THE DATE OF THIS AGREEMENT, TOGETHER WITH THEIR IMPLEMENTING REGULATIONS,
GUIDELINES, RULES OR ORDERS AS OF THE DATE OF THIS AGREEMENT, AND ALL STATE,
REGIONAL, COUNTY, MUNICIPAL AND OTHER LOCAL LAWS, REGULATIONS, ORDINANCES, RULES
OR ORDERS THAT ARE EQUIVALENT OR SIMILAR TO THE FEDERAL LAWS RECITED ABOVE OR
THAT PURPORT TO REGULATE HAZARDOUS MATERIALS.
THE TERM "HAZARDOUS MATERIALS"
INCLUDES PETROLEUM, INCLUDING CRUDE OIL OR ANY FRACTION THEREOF, NATURAL GAS,
NATURAL GAS LIQUIDS, LIQUEFIED NATURAL GAS, OR SYNTHETIC GAS USABLE FOR FUEL (OR
MIXTURES OF NATURAL GAS OR SUCH SYNTHETIC GAS), AND ANY SUBSTANCE, MATERIAL,
WASTE, POLLUTANT OR CONTAMINANT LISTED OR DEFINED AS HAZARDOUS OR TOXIC UNDER
ANY ENVIRONMENTAL LAW.
F.
OTHER THAN THIS AGREEMENT, THE
DOCUMENTS DELIVERED AT CLOSING PURSUANT HERETO, THE PERMITTED EXCEPTIONS, AND
THE LEASES AND CONTRACTS, TO SELLER'S ACTUAL KNOWLEDGE THERE ARE NO CONTRACTS OR
AGREEMENTS OF ANY KIND RELATING TO THE PROPERTY TO WHICH SELLER IS A PARTY AND
THAT WOULD BE BINDING ON BUYER AFTER CLOSING.
G.
SELLER IS NOT AND IS NOT ACTING ON
BEHALF OF AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, A "PLAN" WITHIN THE
MEANING OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED OR AN
ENTITY DEEMED TO HOLD "PLAN ASSETS" WITHIN THE MEANING OF 29 C.F.R. § 2510.3 101
OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLANS.
H.
THE PHRASE, TO SELLER'S "ACTUAL
KNOWLEDGE", IN THE FOREGOING REPRESENTATIONS AND WARRANTIES SHALL BE DEEMED TO
REFER EXCLUSIVELY TO MATTERS WITHIN THE CURRENT ACTUAL (AS OPPOSED TO
CONSTRUCTIVE) KNOWLEDGE OF JOHN FRASER WHO IS THE VICE PRESIDENT OF SELLER AND
IN CHARGE OF THE PROPERTY FOR SELLER, AS OF THE DATE OF THIS AGREEMENT.
NO DUTY
OF INQUIRY OR INVESTIGATION ON THE PART OF SELLER SHALL BE IMPLIED BY THE MAKING
OF ANY REPRESENTATION OR WARRANTY WHICH IS SO LIMITED TO MATTERS WITHIN SELLER'S
ACTUAL KNOWLEDGE.
6.2
BUYER'S WARRANTIES.
Buyer represents and warrants that:
A.
(I) BUYER IS DULY ORGANIZED, VALIDLY
EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF ITS STATE OF INCORPORATION OR
ORGANIZATION; (II) THE PERSONS EXECUTING THIS AGREEMENT AND ANY OF THE OTHER
DOCUMENTS EXECUTED AND DELIVERED ON BEHALF OF BUYER ARE DULY APPOINTED AND
AUTHORIZED BY BUYER TO EXECUTE SUCH DOCUMENTS; AND (III) NO THIRD PARTY APPROVAL
OR CONSENT IS REQUIRED FOR BUYER