AND SHALL INCLUDE ANY RIGHTS, INTERESTS OR CLAIMS SHOWN
ON THE ALTA/ACSM LAND TITLE SURVEY, CERTIFIED ON JANUARY 2, 2007 AND PREPARED BY
HERITAGE SURVEYING (THE "SURVEY").
NOTWITHSTANDING ANYTHING IN EXHIBIT "C" TO
THE CONTRARY, REAL ESTATE TAXES SHALL BE PRORATED AT CLOSING IN ACCORDANCE WITH
SECTION 10.
5.
REPRESENTATIONS AND WARRANTIES OF SELLER.
SELLER REPRESENTS AND
WARRANTS TO PURCHASER THAT, TO THE BEST OF SELLER'S KNOWLEDGE AND BELIEF, THE
FOLLOWING SHALL BE TRUE AND COMPLETE IN ALL MATERIAL RESPECTS:
5.1
DULY ORGANIZED.
SELLER IS DULY ORGANIZED AND VALIDLY EXISTING
UNDER THE LAWS OF ITS STATE OF INCORPORATION AND HAS ALL REQUISITE POWER AND
AUTHORITY TO CARRY ON ITS BUSINESS AS NOW BEING CONDUCTED.
SELLER IS DULY
QUALIFIED OR LICENSED TO DO BUSINESS AND IS IN GOOD STANDING IN EACH
JURISDICTION IN WHICH THE PROPERTY OWNED, LEASED OR OPERATED BY IT OR THE NATURE
OF THE BUSINESS CONDUCTED BY IT MAKES SUCH QUALIFICATION OR LICENSING NECESSARY.
5.2
MARKETABLE TITLE.
SELLER HAS A GOOD, VALID AND MARKETABLE FEE
INTEREST IN THE REAL PROPERTY.
SELLER HAS NOT RECEIVED WRITTEN NOTICE OF, NOR
DOES SELLER HAVE ANY KNOWLEDGE OF, ANY PROCEEDINGS PENDING (AND, TO THE
KNOWLEDGE OF SELLER, OVERTLY CONTEMPLATED OR THREATENED) OR OTHERWISE RELATING
TO THE REAL PROPERTY OR THE INTERESTS OF SELLER THEREIN, WHICH WOULD BE
REASONABLY LIKELY TO INTERFERE WITH USE, OWNERSHIP, IMPROVEMENT, DEVELOPMENT
AND/OR OPERATION.
AS OF THE DATE HEREOF, THERE ARE NO CONTRACTS OR LEASES OR
OTHER OBLIGATIONS OUTSTANDING FOR THE SALE, EXCHANGE, MATERIAL ENCUMBRANCE OR
TRANSFER OF THE REAL PROPERTY OTHER THAN THIS AGREEMENT.
TO THE BEST OF
SELLER'S KNOWLEDGE AND BELIEF, THERE ARE NO ENVIRONMENTAL CONDITIONS, INCLUDING,
BUT NOT LIMITED TO, HAZARDOUS WASTE AFFECTING THE REAL PROPERTY OR THREATENED
ENFORCEMENT OR INVESTIGATIVE ACTION BY A GOVERNMENTAL AUTHORITY INVOLVING A
RECOGNIZED ENVIRONMENTAL CONDITION WITH RESPECT TO THE REAL PROPERTY THAT WOULD
PREVENT OR HINDER REDEVELOPMENT OF THE REAL PROPERTY OR REQUIRE REMEDIATION
UNDER ANY GOVERNMENTAL REGULATION.
5.3
UNITED STATED PERSON.
SELLER IS A "UNITED STATES PERSON" WITHIN
THE MEANING OF SECTIONS 1445(F)(3) AND 7701(A)(3) OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.
5.4
NO ASSIGNMENT.
NO ATTACHMENT, EXECUTION PROCEEDINGS, ASSIGNMENTS
FOR THE BENEFIT OF CREDITORS, INSOLVENCY, BANKRUPTCY, REORGANIZATION OR OTHER
PROCEEDINGS ARE PENDING OR THREATENED AGAINST SELLER.
5.5
AUTHORITY.
SELLER HAS THE LEGAL POWER, RIGHT AND AUTHORITY TO
ENTER INTO THIS AGREEMENT AND THE INSTRUMENTS REFERENCED HEREIN AND TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
5.6
REQUISITE ACTION.
ALL REQUISITE ACTION (CORPORATE, PARTNERSHIP OR
OTHERWISE) HAS BEEN TAKEN BY SELLER IN CONNECTION WITH ENTERING INTO THIS
AGREEMENT, THE INSTRUMENTS REFERENCED HEREIN AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
5.7
ENFORCEABILITY.
THIS AGREEMENT AND ALL DOCUMENTS REQUIRED HEREBY
TO BE EXECUTED BY SELLER ARE AND SHALL BE VALID, LEGAL, BINDING OBLIGATIONS OF,
AND ENFORCEABLE AGAINST, SELLER IN ACCORDANCE WITH THEIR TERMS, SUBJECT ONLY TO
APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR SIMILAR LAWS, OR EQUITABLE PRINCIPLES AFFECTING OR
LIMITING THE RIGHTS OF CONTRACTING PARTIES GENERALLY.
5.8
NO CONFLICT.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY