Common use of Seller’s Representations Clause in Contracts

Seller’s Representations. Except as disclosed to or known by Buyer prior to the satisfaction or waiver of the feasibility contingency stated in Section 5 above, including in the books, records and documents made available to Buyer, or in the title report or any supplemental report or documents referenced therein, Seller represents to Buyer that, to the best of Seller's actual knowledge, each of the following is true as of the date hereof: (a) Seller is authorized to enter into the Agreement, to sell the Property, and to perform its obligations under the Agreement; (b) The books, records, leases, agreements and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Seller's possession or control regarding the operation and condition of the Property; (c) Seller has not received any written notices that the Property or the business conducted thereon violate any applicable laws, regulations, codes and ordinances; (d) Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use; (e) There is no pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after closing; (f) There is no pending or threatened condemnation or similar proceedings affecting the Property, and the Property is not within the boundaries INITIALS: Buyer Date Seller Date INITIALS: Buyer Date Seller Date of any planned or authorized local improvement district; (g) Seller has paid (except to the extent prorated at closing) all local, state and federal taxes (other than real and personal property taxes and assessments described in Section 8 above) attributable to the period prior to closing which, if not paid, could constitute a lien on Property (including any personal property), or for which Buyer may be held liable after closing; (h) Seller is not aware of any concealed material defects in the Property except as disclosed to Buyer in writing during the Feasibility Period; (i) There are no Hazardous Substances (as defined below) currently located in, on, or under the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground storage tanks located on the Property; and there is no pending or threatened investigation or remedial action by any governmental agency regarding the release of Hazardous Substances or the violation of Environmental Law at the Property. As used herein, the term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or contaminant under any federal, state, or local law, regulation, or ordinance governing any substance that could cause actual or suspected harm to human health or the environment ("Environmental Law"). The term "Hazardous Substances" specifically includes, but is not limited to, petroleum, petroleum by-products, and asbestos.‌‌ If prior to closing Seller or Buyer discovers any information which would cause any of the representations above to be false if the same were deemed made as of the date of such discovery, then the party discovering the same shall promptly notify the other party in writing. If the newly-discovered information will result in costs or liability to Buyer in excess of the lesser of $100,000 or five percent (5%) of the purchase price, or will materially adversely affect Buyer's intended use of the Property, then Buyer shall have the right to terminate the Agreement and receive a refund of its xxxxxxx money provided Buyer elects to do so within five (5) days of discovering or receiving written notice of the new information. Nothing in this paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual knowledge of the newly-discovered information such that a representation provided for above was false.

Seller’s Representations. Except as disclosed to or known by Buyer prior Each of the Sellers severally represents and warrants to the satisfaction or waiver of the feasibility contingency stated in Section 5 above, including in the books, records and documents made available to Buyer, or in the title report or any supplemental report or documents referenced therein, Seller represents to Buyer that, to the best of Seller's actual knowledge, each of the following is true as of the date hereof: Purchaser (a) that such Seller is authorized has the power and authority (or the capacity if an individual) to enter into the execute and deliver this Agreement, to sell the Property, and to perform its obligations under the Agreement; (b) The booksthat, recordsif a corporation, leasespartnership or other entity, agreements and other items delivered to Buyer pursuant to this Agreement comprise has been duly authorized by all material documents in Seller's possession or control regarding requisite action on the operation and condition part of the Property; Seller, (c) that the Seller has not received any written notices that the Property or the business conducted thereon violate any applicable lawsduly executed and delivered this Agreement and this Agreement is a valid and binding agreement, regulationsenforceable against such Seller in accordance with its terms, codes and ordinances; (d) that neither the execution of this Agreement nor the consummation by such Seller has all certificates of occupancythe transactions contemplated hereby will constitute a violation of, permitsor conflict with, and or default under, any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which such Seller is a party or by which such Seller is bound and, if the Seller is a corporation, partnership or other governmental consents necessary to own and operate entity, the Property for its current use; organizational documents thereof, (e) There is no pending or threatened litigation which would adversely affect that on the Property or Buyer's ownership thereof after closing; (f) There is no pending or threatened condemnation or similar proceedings affecting the Propertydate hereof such Seller has, and the Property is not within the boundaries INITIALS: Buyer Date Seller Date INITIALS: Buyer Date Seller Date of at any planned or authorized local improvement district; (g) Seller has paid (except to the extent prorated at closing) all local, state and federal taxes (other than real and personal property taxes and assessments described in Section 8 above) attributable to the period prior to closing which, if not paid, could constitute a lien on Property (including any personal property), or for which Buyer may be held liable after closing; (h) Seller is not aware of any concealed material defects in the Property except as disclosed to Buyer in writing during the Feasibility Period; (i) There are no Hazardous Substances Closing (as defined below) currently located inhereunder such Seller will have (without exception), ongood and valid title to such Seller's Shares, free and clear of all claims, liens, charges, encumbrances and security interests, restricting such Seller's ability to enter into this Agreement or under the Property in a manner or quantity perform its obligations hereunder, (f) that presently violates any Environmental Law (as defined below); there are no underground storage tanks located options or rights to purchase or acquire, or agreements relating to any such rights with respect to, any of such Seller's Shares except pursuant to this Agreement, (g) that the transfer of such Seller's Shares to the Purchaser hereunder will vest in the Purchaser good and valid title to such Shares, free and clear of all claims, liens, charges, encumbrances, security interests or restrictions on voting and (h) that the Property; number of Shares set forth in Schedule A hereto opposite the name of such Seller constitutes all of the Shares owned beneficially or of record by such Seller (other than, in the case of the Sellers listed on Schedule A other than XX-Xxx Acquisition Fund, L.P., Xxxxxx X. Xxx Equity Partners, L.P. and there is no pending or threatened investigation or remedial action by any governmental agency regarding State Street Bank and Trust Company, not individually but as trustee of the release of Hazardous Substances or the violation of Environmental Law at the Property. As used herein1989 Xxxxxx X. Xxx Nominee Trust (collectively, the term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or contaminant under any federal, state, or local law, regulation, or ordinance governing any substance that could cause actual or suspected harm to human health or the environment ("Environmental LawMajor Sellers"). The term "Hazardous Substances" specifically includes, but is for differences therefrom which are not limited to, petroleum, petroleum by-products, and asbestos.‌‌ If prior to closing Seller or Buyer discovers any information which would cause any of the representations above to be false if the same were deemed made as of the date of such discovery, then the party discovering the same shall promptly notify the other party in writing. If the newly-discovered information will result in costs or liability to Buyer in excess of the lesser of $100,000 or five percent (5%) of the purchase price, or will materially adversely affect Buyer's intended use of the Property, then Buyer shall have the right to terminate the Agreement and receive a refund of its xxxxxxx money provided Buyer elects to do so within five (5) days of discovering or receiving written notice of the new information. Nothing in this paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual knowledge of the newly-discovered information such that a representation provided for above was falsematerial).

Seller’s Representations. Except as disclosed to or known by Buyer prior to the satisfaction or waiver of the feasibility contingency stated in Section 5 above, including in the books, records and documents made available to Buyer, or in the title report or any supplemental report or documents referenced therein, Seller represents to Buyer that, to the best of Seller's actual knowledge, each of the following is true as of the date hereof: (a) Seller is authorized to enter into the Agreement, to sell the Property, and to perform its obligations under the Agreement; (b) The books, records, leases, agreements and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Seller's possession or control regarding the operation and condition of the Property; (c) Seller has not received any written notices that the Property or the business conducted thereon violate any applicable laws, regulations, codes and ordinances; (d) Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use; (e) There is no pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after closingClosing; (f) There is no pending or threatened condemnation or similar proceedings affecting the Property, and the Property is not within the boundaries INITIALS: Buyer Date Seller Date INITIALS: Buyer Date Seller Date of any planned or authorized local improvement district; (g) Seller has paid (except to the extent prorated at closingClosing) all local, state and federal taxes (other than real and personal property taxes and assessments described in Section 8 above) attributable to the period prior to closing which, if not paid, could constitute a lien on Property (including any personal property), or for which Buyer may be held liable after closingClosing; (h) Seller is not aware of any concealed material defects in the Property except as disclosed to Buyer in writing during the Feasibility Period; (i) There are no Hazardous Substances (as defined below) currently located in, on, or under the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground storage tanks located on the Property; and there is no pending or threatened investigation or INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: remedial action by any governmental agency regarding the release of Hazardous Substances or the violation of Environmental Law at the Property. As used herein, the term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or contaminant under any federal, state, or local law, regulation, or ordinance governing any substance that could cause actual or suspected harm to human health or the environment ("Environmental Law"). The term "Hazardous Substances" specifically includes, but is not limited to, petroleum, petroleum by-products, and asbestos.‌‌ asbestos. If prior to closing Closing Seller or Buyer Xxxxx discovers any information which would cause any of the representations above to be false if the same were deemed made as of the date of such discovery, then the party discovering the same shall promptly notify the other party in writing. If the newly-discovered information will result in costs or liability to Buyer in excess of the lesser of $100,000 or five percent (5%) of the purchase priceprice stated in this Agreement, or will materially adversely affect Buyer's intended use of the Property, then Buyer shall have the right to terminate the Agreement and receive a refund of its xxxxxxx money provided money. Buyer elects to do so shall give notice of termination within five (5) days of discovering or receiving written notice of the new information. Nothing in this paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual knowledge of the newly-discovered information such that a representation provided for above was false.

Seller’s Representations. Except as disclosed to or known by Buyer prior to the satisfaction or waiver of the feasibility contingency stated in Section 5 aboveFeasibility Contingency, including in the books, records and documents made available to Buyer, or in the title report or any supplemental report or documents referenced therein, Seller represents to Buyer that, to the best of Seller's actual knowledge, each of the following is true as of the date hereof: (a) Seller is authorized to enter into the Agreement, to sell the Property, and to perform its obligations under the Agreement, and no further consent, waiver, approval or authorization is required from any person or entity to execute and perform under this Agreement; (b) The books, records, leases, agreements and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Seller's possession or control regarding the operation and condition of the Property, are true, accurate and complete to the best of Seller’s knowledge, and no other contracts or agreements exist that will be binding on Buyer after Closing; (c) Seller has not received any written notices that the Property or the any business conducted thereon violate any applicable laws, regulations, codes and ordinances; (d) Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use; (e) There is no pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after closingClosing; (f) There is no pending or threatened condemnation or similar proceedings affecting the Property, and the Property is not within the boundaries INITIALS: Buyer Date Seller Date INITIALS: Buyer Date Seller Date of any planned or authorized local improvement district; (g) Seller has paid (except to the extent prorated at closingClosing) all local, state and federal taxes (other than real and personal property taxes and assessments described in Section 8 29 above) attributable to the period prior to closing which, if not paid, could constitute a lien on Property (including any personal property), or for which Buyer may be held liable after closingClosing; (h) Seller is not aware of any concealed material defects in the Property except as disclosed to Buyer in writing during before the Feasibility PeriodContingency Date; (i) There are no Hazardous Substances (as defined below) currently located in, on, or under the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground storage tanks located on the Property; and there is no pending or threatened investigation or remedial action by any governmental agency regarding the release of Hazardous Substances or the violation of Environmental Law at the Property; (j) Seller has not granted any options nor obligated itself in any matter whatsoever to sell the Property or any portion thereof to any party other than Buyer; and (k) Neither Seller nor any of its respective partners, members, shareholders or other equity owners, is a person or entity with whom U.S. persons or entities INITIALS: Buyer Date Seller Date Buyer Date Seller Date COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute or executive order; and (l) the individual signing this Agreement on behalf of Seller represents and warrants to Buyer that he or she has the authority to act on behalf of and bind Seller. As used herein, the term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or contaminant under any federal, state, or local law, regulation, or ordinance governing any substance that could cause actual or suspected harm to human health or the environment ("Environmental Law"). The term "Hazardous Substances" specifically includes, but is not limited to, petroleum, petroleum by-products, and asbestos.‌‌ asbestos. If prior to closing Closing Seller or Buyer discovers any information which would cause any of the representations above to be false if the same representations were deemed made as of the date of such discovery, then the party discovering the same information shall promptly notify the other party in writing. If the newly-discovered information will result in costs or liability writing and Buyer, as its sole remedy, may elect to Buyer in excess terminate this Agreement by giving Seller notice of the lesser of $100,000 or such termination within five percent (5%) of days after Buyer first received actual notice (with the purchase priceClosing Date extended to accommodate such five (5) day period), or will materially adversely affect and in such event, the Xxxxxxx Money Deposit shall be returned to Buyer's intended use of the Property, then . Buyer shall have the right to terminate the Agreement and receive a refund give notice of its xxxxxxx money provided Buyer elects to do so termination within five (5) days of discovering or receiving written notice of the new information. Nothing in this paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual knowledge of the newly-newly discovered information such that a representation provided for above was false.

Seller’s Representations. Except as disclosed The matters set forth in this Section 17(a) constitute representations and warranties by Seller (collectively, “Seller’s Representations”) which are now and (subject to or known by Buyer Section 9(a) and the provisions of this Section 17(a)) shall, in all material respects, at Closing be true and correct. If at any time prior to the satisfaction Closing, Seller learns, or waiver has a reason to believe, that any of the feasibility contingency stated representation set forth in this Section 5 above17(a) may cease to be true and correct, including then Seller shall give written notice to Buyer within three (3) days thereof (an “Update Notice”) (which notice shall include copies of the instrument, correspondence or document, if any, in Seller’s possession upon which Seller’s notice is based). If (x) Buyer otherwise obtains knowledge, and provides written notice to Seller, that any of Seller’s Representations cease to be true and correct in all material respects, then Buyer shall provide Seller written notice of such alleged fact or circumstance and any objection of Buyer with respect thereto within three (3) days of Buyer’s receipt of it obtaining knowledge thereof, and/or (y) Seller delivers an Update Notice and Buyer has an objection to the bookscontent of such Update Notice, records then Buyer shall deliver notice of its objection within three (3) days of Buyer’s receipt of such Update Notice (in each case under subclause (x) or (y), a “R&W Objection Notice”). If Seller has not remedied such fact or circumstance or cured Buyer’s objection within ten (10) days of delivery of receipt of such R&W Objection Notice (provided that, Seller shall be afforded up to thirty (30) days to remedy any fact or circumstance or cure any objection that cannot reasonably be remedied within such ten (10) day period, so long as Seller shall have commenced such remedy or cure action within such ten (10) day period and documents made available thereafter diligently pursues the same, and the Closing Date may be extended in order to allow Seller such time periods), then Buyer may promptly terminate this Agreement by written notice to Seller, in which event the Xxxxxxx Money shall be immediately refunded to Buyer, or in all rights and obligations of the title report or parties under this Agreement shall cease and terminate without any supplemental report or documents referenced therein, Seller represents to Buyer that, further liability of either party to the best of Seller's actual knowledge, each of the following is true other (except for those that expressly survive termination as of the date hereof: (aprovided in this Agreement) Seller is authorized to enter into the Agreement, to sell the Property, and to perform its obligations under the Agreement; (b) The books, records, leases, agreements and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Seller's possession or control regarding the operation shall become null and condition of the Property; (c) Seller has not received any written notices that the Property or the business conducted thereon violate any applicable laws, regulations, codes and ordinances; (d) Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use; (e) There is no pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after closing; (f) There is no pending or threatened condemnation or similar proceedings affecting the Property, and the Property is not within the boundaries INITIALS: Buyer Date Seller Date INITIALS: Buyer Date Seller Date of any planned or authorized local improvement district; (g) Seller has paid (except void. Notwithstanding anything to the extent prorated at closing) all localcontrary contained herein, state and federal taxes (other than real and personal property taxes and assessments described in Section 8 above) attributable to the period prior to closing which, if not paid, could constitute a lien on Property (including any personal property), or for which Buyer may be held liable after closing; (h) Seller is not aware of any concealed material defects in the Property except as disclosed to Buyer in writing during the Feasibility Period; (i) There are no Hazardous Substances Seller shall have the right to modify Seller’s Representations to reflect any change in circumstances first arising after the Effective Date and not occurring as a result of a breach of this Agreement by Seller or any act or omission of Seller, so long as Seller shall have provided an Update Notice to Buyer with respect thereto in accordance with this Section 17 (as defined belowand, for the avoidance of doubt, Buyer may object to such change in circumstances by providing a R&W Objection Notice in response thereto), (ii) currently located inif Buyer elects not to terminate this Agreement pursuant to the foregoing provision, onthen Buyer shall be deemed to have waived such condition and elected to proceed to Closing without any abatement or reduction in the Purchase Price on account of such R&W Objection Notice and Buyer shall not be permitted to make a claim following Closing for a breach by Seller of such representation or warranty, and (iii) if Buyer has actual knowledge of a breach of any representation or under warranty made by Seller in this Agreement or any condition/matter with respect to the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground storage tanks located on prior to Closing and Buyer nevertheless elects to close the Property; and there is no pending or threatened investigation or remedial action by any governmental agency regarding the release of Hazardous Substances or the violation of Environmental Law at the Property. As used transaction described herein, such representation or warranty by Seller shall be deemed to have been modified to reflect the term "Hazardous Substances" information of which Buyer has actual knowledge and Buyer shall mean any substance not be permitted to make a claim following Closing for a breach by Seller of such representation or material now or hereafter defined or regulated as a hazardous substancewarranty. Without limiting the generality of the foregoing, hazardous wasteBuyer shall be deemed to have actual knowledge of the Due Diligence Materials. For the avoidance of doubt, toxic substance, pollutant, or contaminant under any federal, state, or local law, regulation, or ordinance governing any substance that could cause actual or suspected harm to human health or the environment ("Environmental Law"). The term "Hazardous Substances" specifically includes, but is not limited to, petroleum, petroleum by-products, and asbestos.‌‌ If prior to closing Seller or Buyer discovers any information which would cause if any of the representations above Seller’s Representations shall cease to be false if true and correct as the same were deemed made as result of the date of such discovery, then the party discovering the same shall promptly notify the other party in writing. If the newly-discovered information will result in costs any default or liability to Buyer in excess of the lesser of $100,000 or five percent (5%) of the purchase price, or will materially adversely affect Buyer's intended use of the Propertybreach by Seller hereunder, then Buyer shall have the right to terminate the Agreement and receive a refund all of its xxxxxxx money provided Buyer elects rights and remedies hereunder. Seller represents and warrants to do so within five (5) days of discovering or receiving written notice Seller as follows as of the new information. Nothing in this paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual knowledge of the newly-discovered information such that a representation provided for above was false.Effective Date:

Seller’s Representations. Except The Purchasers acknowledge and agree that, except as disclosed set forth in Article III (as modified by the Disclosure Schedule) or in any Ancillary Agreement, the Seller has made no other representations or warranties, express or implied, oral or written, in connection with the transactions contemplated hereby, and the Purchasers acknowledge and agree that, except for such representations and warranties contained therein or as otherwise expressly provided by this Agreement, the Shares and the assets and the business of the Companies and the Company Subsidiaries are being transferred on a “where is” and, as to condition, “as is” basis. Any claims the Purchasers may have for breach of representation or known warranty shall be based solely on the representations and warranties of the Seller set forth in Article III (as modified by Buyer prior the Disclosure Schedule) or in any Ancillary Agreement. The Purchasers further acknowledge that neither the Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the satisfaction accuracy or waiver completeness of any information regarding the Companies or any of the feasibility contingency stated Companies Subsidiaries, the Business or the transactions contemplated by this Agreement not expressly set forth in Section 5 abovethis Agreement or in an Ancillary Agreement, and none of the Seller, any of its Affiliates or any other Person will have or be subject to any liability to the Purchasers or any of their Affiliates resulting from the distribution to the Purchasers or their representatives or the Purchasers’ use of, any such information, including any memoranda or materials distributed on behalf of the Seller relating to the Companies or any of the Company Subsidiaries or other publications or data room information provided to the Purchasers or their representatives, or any other document or information in any form provided to the booksPurchasers or their representatives in connection with the sale of the Companies and the Company Subsidiaries and the transactions contemplated hereby, records in each case other than for fraud. Accordingly, the Purchasers represent and documents made available warrant that they are relying on no representations, warranties or disclosures by the Seller, any of its Affiliates or any other Person as an inducement to Buyerenter into this Agreement or to consummate the transactions contemplated herein, other than as provided in Article III (as modified by the Disclosure Schedule) or in the title report or any supplemental report or documents referenced therein, Seller represents to Buyer that, to the best of Seller's actual knowledge, each of the following is true as of the date hereof: (a) Seller is authorized to enter into the Agreement, to sell the Property, and to perform its obligations under the Agreement; (b) The books, records, leases, agreements and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Seller's possession or control regarding the operation and condition of the Property; (c) Seller has not received any written notices that the Property or the business conducted thereon violate any applicable laws, regulations, codes and ordinances; (d) Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use; (e) There is no pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after closing; (f) There is no pending or threatened condemnation or similar proceedings affecting the Property, and the Property is not within the boundaries INITIALS: Buyer Date Seller Date INITIALS: Buyer Date Seller Date of any planned or authorized local improvement district; (g) Seller has paid (except to the extent prorated at closing) all local, state and federal taxes (other than real and personal property taxes and assessments described in Section 8 above) attributable to the period prior to closing which, if not paid, could constitute a lien on Property (including any personal property), or for which Buyer may be held liable after closing; (h) Seller is not aware of any concealed material defects in the Property except as disclosed to Buyer in writing during the Feasibility Period; (i) There are no Hazardous Substances (as defined below) currently located in, on, or under the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground storage tanks located on the Property; and there is no pending or threatened investigation or remedial action by any governmental agency regarding the release of Hazardous Substances or the violation of Environmental Law at the Property. As used herein, the term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or contaminant under any federal, state, or local law, regulation, or ordinance governing any substance that could cause actual or suspected harm to human health or the environment ("Environmental Law"). The term "Hazardous Substances" specifically includes, but is not limited to, petroleum, petroleum by-products, and asbestos.‌‌ If prior to closing Seller or Buyer discovers any information which would cause any of the representations above to be false if the same were deemed made as of the date of such discovery, then the party discovering the same shall promptly notify the other party in writing. If the newly-discovered information will result in costs or liability to Buyer in excess of the lesser of $100,000 or five percent (5%) of the purchase price, or will materially adversely affect Buyer's intended use of the Property, then Buyer shall have the right to terminate the Agreement and receive a refund of its xxxxxxx money provided Buyer elects to do so within five (5) days of discovering or receiving written notice of the new information. Nothing in this paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual knowledge of the newly-discovered information such that a representation provided for above was falseAncillary Agreements.

Seller’s Representations. Except As an inducement to enter this Agreement and as disclosed inducement for each future funding, and with the full knowledge that the truth and accuracy of the warranties in this Agreement are being relied upon by Purchaser instead of a complete credit investigation, the Seller represents, warrants and covenants as follows: (a) contemporaneously with the purchase of accounts pursuant to this Agreement, Seller will execute a schedule of accounts, in a form approved by Purchaser, vesting in Purchaser all the Seller's right, title and interest in and to said accounts, with any securities or known by Buyer prior guaranties thereon, and in and to the satisfaction or waiver of the feasibility contingency stated in Section 5 aboveproperty evidenced thereby, including the right of stoppage in transit; (b) Seller will make proper entries upon its books, disclosing the absolute sale of accounts to Purchaser; (c) every account will be bona fide, will be a certain undisputed claim for the amount set forth in the schedule of accounts, will represent a sale and delivery of personal property sold and/or work or labor done by Seller, will not be subject to any dispute, objection, setoff or counterclaim, and will not be contingent upon the fulfillment of any contract or condition whatsoever, and Purchaser may verify all such accounts or any portion thereof; (d) every debtor named in each account will be solvent, and will remain so until the maturity thereof, and each account will be paid in full on or before the date shown on its due date on the schedule of accounts, and if not so paid Seller will upon demand promptly pay any amount represented to be owing thereon to Purchaser; (e) if any debtor objects to the quality or quantity of property sold or work and/or labor done by Seller, or rejects, returns, or fails or refuses to accept or receive any property represented by any account, or if any such property is rerouted or reconsigned, then the Seller will forthwith pay to Purchaser the amount represented to be owing on such account, and in the case of any property returned to Seller, Seller will hold such property in trust for Purchaser and subject to its order, until payment is made therefor by Seller to Purchaser; (f) if any allowance or credit on any account is given by Seller, then Seller shall pay the amount thereof immediately to Purchaser; (g) Seller, upon demand, will open all mail only in the presence of a representative of Purchaser, who may take therefrom any remittances on accounts sold to Seller; (h) Purchaser may indorse the name of Seller upon any such remittances, if payable to Seller, and may sign and indorse the name of Seller on any invoice, freight bill, bill of lading, storage receipt, warehouse receipt, or any oxxxx ixxxxument or document in respect of any account, and may sign the name of Seller on any notices Purchaser may give to debtors; (i) Purchaser may, from time to time, enter Seller's premises to inspect, check, make copies of or extracts from the books, records accounts, orders and documents original correspondence relating to accounts, and Seller will made available its books, records, and files to BuyerPurchaser at any time for such purposes; (j) Purchaser may hold for purchase or as security any accounts, property, securities, guaranties or monies of Seller which may at any time be assigned to, be delivered to, or come into the possession of Purchaser, and may apply these or the proceeds thereof to the payment of any amounts which at any time then or thereafter are or might be owing to Purchaser by Seller; (k) Seller will not sell, grant a security interest in, or assign any of its accounts elsewhere without giving 30 days' written notice to Purchaser of its intention to do so; (l) if any debtor suspends business, requests a general extension of time within which to pay its debts, or makes an assignment for the benefit of creditors, or if a petition in bankruptcy, or in equity for receivership, or for reorganization under the Bankruptcy Act or any amendment thereof is filed by or against any debtor, or a creditors' committee is named for any debtor, or in the title report event of the occurrence of any act whatsoever amounting to a business failure by any debtor, then in such event, Seller will immediately pay to Purchaser the amount represented to be owing by such debtor on any account; (m) if Seller fails to perform promptly or violates any of the promises or obligations herein contained, then Seller shall pay Purchaser all attorney's fees, court costs, and all other expenses which may be expended or incurred by Purchaser to obtain or enforce payment of any account, either against the debtor, Seller, or any supplemental report guarantors, or documents referenced therein, expended or incurred in the prosecution of any action against Seller represents to Buyer that, to or any guarantors concerning any matter growing out of or connected with the best subject matter of Seller's actual knowledge, each of the following is true as of the date hereof: this Agreement and accounts purchased herein; (an) Seller is authorized will execute and deliver to enter Purchaser any and all instruments or documents, and do any and all things, necessary or convenient to carry into effect the provisions of this Agreement, to sell the Property, and to perform its obligations under facilitate the Agreement; (b) The books, records, leases, agreements and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Seller's possession or control regarding the operation and condition of the Property; (c) Seller has not received any written notices that the Property or the business conducted thereon violate any applicable laws, regulations, codes and ordinances; (d) Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use; (e) There is no pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after closing; (f) There is no pending or threatened condemnation or similar proceedings affecting the Property, and the Property is not within the boundaries INITIALS: Buyer Date Seller Date INITIALS: Buyer Date Seller Date collection of any planned or authorized local improvement district; (g) Seller has paid (except to the extent prorated at closing) all local, state and federal taxes (other than real and personal property taxes and assessments described in Section 8 above) attributable to the period prior to closing which, if not paid, could constitute a lien on Property (including any personal property), or for which Buyer may be held liable after closing; (h) Seller is not aware of any concealed material defects in the Property except as disclosed to Buyer in writing during the Feasibility Period; (i) There are no Hazardous Substances (as defined below) currently located in, on, or under the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground storage tanks located on the Propertyaccounts; and there is no pending or threatened investigation or remedial action by any governmental agency regarding the release of Hazardous Substances or the violation of Environmental Law at the Property. As used herein, the term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or contaminant under any federal, state, or local law, regulation, or ordinance governing any substance that could cause actual or suspected harm to human health or the environment ("Environmental Law"). The term "Hazardous Substances" specifically includes, but is not limited to, petroleum, petroleum by-products, and asbestos.‌‌ If prior to closing Seller or Buyer discovers any information which would cause any of the representations above to be false if the same were deemed made as of the date of such discovery, then the party discovering the same shall promptly notify the other party in writing. If the newly-discovered information will result in costs or liability to Buyer in excess of the lesser of $100,000 or five percent (5%o) of the purchase price, or will materially adversely affect Buyer's intended use of the Property, then Buyer Purchaser shall have the right to terminate notify the Agreement U.S. Postal Service authorities to change the address for the delivery of mail addressed to Seller to such address as Purchaser may designate; (p) Seller and receive a refund guarantor shall promptly report to Purchaser any change of its xxxxxxx money provided Buyer elects address of their respective places of business or residence, and failure to do so within five shall constitute a default under the terms of this Agreement; (5q) days Seller's business is solvent; (r) Seller is, at the time of discovering purchase by Purchaser, the lawful owner of and has good and undisputed title to the accounts purchased by Purchaser; (s) Seller does not own, control or receiving written notice exercise dominion over, in any way whatsoever, the business of any account/customer to be purchased by Purchaser; (t) all financial records, statement, books or other documents shown to Purchaser by Seller at any time, either before or after the signing of this Agreement are true and accurate; (u) Seller will not, under any circumstances or in any manner whatsoever, interfere with any of Purchaser's rights under this Agreement; (v) Seller will not factor or sell accounts except to Purchaser for the period of this Agreement; (w) Seller will not change or modify the terms of the new informationoriginal account with customer unless Purchaser first consents to such change in writing. Nothing For example, Seller may not extend credit to customer beyond thirty days without prior written consent from Purchaser; (x) Seller will maintain such insurance covering Seller's business and/or the property of Seller's customers as is customary for businesses similar to the business of Seller and, at the request of Purchaser, name Purchaser as loss payee of such insurance; (y) Seller will immediately notify Purchaser of any proposed or actual change of Seller's name, location, identity, legal entity or corporate structure; (z) all of the Collateral is owned by Seller alone, free and clear of all liens, claims, security interest(s) or encumbrances except those granted to Purchaser or those specifically disclosed in writing to Purchaser and accepted by Purchaser in writing; (aa) Seller has never previously billed for the goods or services contained in the invoice(s) delivered to Purchaser for sale, and said invoice(s) are not duplicative in any part; (ab) Seller and Guarantor have full power and authority to enter this Agreement and Seller has authorized the sale of its accounts to Purchaser; (ac) each account receivable is current and presently due to Seller and is for the amount stated in Schedule "A"; (ad) in event of Seller's default or breach of this Agreement, if Purchaser desires an audit (review of any or all of Seller's financial records), Seller shall immediately pay Purchaser all reasonable expenses incident to the audit, whether done by a Certified Public Accountant or not; (ae) Seller has no outstanding tax liability to the United States of America, any state or any local or other taxing authority; and (af) upon execution by Seller of this Agreement and the filing of UCC-1 Financing Statements, Purchaser will then and for the duration of this Agreement have a valid and legally binding first lien on the Collateral of Seller. All of the foregoing warranties and representations are material and Purchaser is relying on said representations and warranties in entering into this Security Agreement. Seller incorporates by reference, as though fully set forth, all of the representations, warranties, terms, covenants and conditions set forth in this paragraph shall prevent Buyer from pursuing its remedies against Agreement in each subsequent sale of accounts, funding, Schedule "A" or "B" or any other advance to Purchaser, whether expressly contained in any document surrounding such event or not. Seller agrees to notify Purchaser immediately if Seller had actual knowledge of the newly-discovered information such that a any representation provided for above was falseor warranty is or becomes untrue or inaccurate.

Seller’s Representations. Except as disclosed Seller hereby represents and warrants with respect to each Assets that: (a) the Assets is an original Asset of Seller or known by Buyer prior that Seller has obtained all rights necessary to the satisfaction or waiver of the feasibility contingency stated use it in Section 5 above, including in the books, records and documents made available to Buyer, or in the title report or any supplemental report or documents referenced therein, Seller represents to Buyer that, performance under this Agreement; (b) to the best of Seller's actual ’s knowledge, each neither the Assets nor any element thereof will infringe any applicable intellectual property rights (including, without limitation, copyrights, trademarks, trade secrets, moral rights, contract and licensing rights) of the following is true as of the date hereof: (a) Seller is authorized to enter into the Agreement, to sell the Property, and to perform its obligations under the Agreement; (b) The books, records, leases, agreements and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Seller's possession or control regarding the operation and condition of the Propertyany third party; (c) Seller has not received full right and power to enter into and perform the obligations under this Agreement without the consent of any written notices that the Property or the business conducted thereon violate any applicable laws, regulations, codes and ordinancesthird party; (d) Seller has by transfer of the Assets, Buyer obtains all certificates of occupancy, permits, and other governmental consents rights necessary to own use and operate exploit the Property Assets for its current useuse on or in connection with Buyer’s products and services or promotion or marketing of such products or services; (e) There is no pending except as disclosed by Seller to Buyer, the Assets have not been previously published, broadcast or threatened litigation which would adversely affect otherwise distributed elsewhere in whole or in part by the Property or Buyer's ownership thereof after closingSeller; (f) There is no pending the Assets do not violate any right of privacy or threatened condemnation or similar proceedings affecting the Property, and the Property is not within the boundaries INITIALS: Buyer Date Seller Date INITIALS: Buyer Date Seller Date publicity of any planned person, whether contractual, statutory, common law or authorized local improvement districtotherwise; and (g) the Assets do not contain any libel or slander of any person, thing, or enterprise. If Seller uses third parties to create any products or to perform any services related to the Assets, then Seller represents and warrants that Seller has paid (except obtained all of the necessary rights to the Assets from all such third parties to the same extent prorated at closingas warranted above. Contributor will indemnify and hold harmless Buyer, its parents, stockholders, officers, directors, employees, sub-licensees, customers and agents (collectively the “Indemnified Parties”) from any and all localclaims, state losses, liabilities, damages, expenses and federal taxes costs (other than real including attorneys’ fees and personal property taxes and assessments described court costs) that result from a breach of any representation or warranty of Contributor (a “Claim”) set forth in Section 8 above) attributable to the period prior to closing which, if not paid, could constitute a lien on Property (including any personal property), or for which Buyer may be held liable after closing; (h) Seller is not aware 2 of any concealed material defects in the Property except as disclosed to Buyer in writing during the Feasibility Period; (i) There are no Hazardous Substances (as defined below) currently located in, on, or under the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground storage tanks located on the Property; and there is no pending or threatened investigation or remedial action by any governmental agency regarding the release of Hazardous Substances or the violation of Environmental Law at the Property. As used herein, the term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or contaminant under any federal, state, or local law, regulation, or ordinance governing any substance that could cause actual or suspected harm to human health or the environment ("Environmental Law"). The term "Hazardous Substances" specifically includes, but is not limited to, petroleum, petroleum by-products, and asbestos.‌‌ If prior to closing Seller or Buyer discovers any information which would cause any of the representations above to be false if the same were deemed made as of the date of such discovery, then the party discovering the same shall promptly notify the other party in writing. If the newly-discovered information will result in costs or liability to Buyer in excess of the lesser of $100,000 or five percent (5%) of the purchase price, or will materially adversely affect Buyer's intended use of the Property, then Buyer shall have the right to terminate the Agreement and receive a refund of its xxxxxxx money provided Buyer elects to do so within five (5) days of discovering or receiving written notice of the new information. Nothing in this paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual knowledge of the newly-discovered information such that a representation provided for above was falseAgreement.

Seller’s Representations. Except as disclosed to or known by Buyer prior As a material inducement to the satisfaction or waiver of Purchaser to enter into this Agreement and consummate the feasibility contingency stated in Section 5 abovetransaction contemplated hereunder, including in the books, records Sellers make the following representations and documents made available to Buyer, or in the title report or any supplemental report or documents referenced therein, Seller represents to Buyer that, warranties to the best of Seller's actual knowledgePurchasers, each of the following is which representations and warranties are true as of the date hereof: (a) Seller is authorized to enter into the Agreement, to sell the Property, and to perform its obligations under the Agreement; (b) The books, records, leases, agreements and other items delivered to Buyer pursuant to of this Agreement comprise all material documents in Seller's possession or control regarding the operation and and, as a condition of the PropertyPurchaser’s obligation to consummate the transaction contemplated hereunder, shall be true and correct in all material respects as of the Closing Date; (c) Seller has not received any written notices that the Property or the business conducted thereon violate any applicable lawsprovided, regulationsthat, codes and ordinances; (d) Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use; (e) There is no pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after closing; (f) There is no pending or threatened condemnation or similar proceedings affecting the Property, and the Property is not within the boundaries INITIALS: Buyer Date Seller Date INITIALS: Buyer Date Seller Date of any planned or authorized local improvement district; (g) Seller has paid (except to the extent prorated at closing) all local, state and federal taxes (other than real and personal property taxes and assessments described in Section 8 above) attributable to the period prior to closing which, if not paid, could constitute a lien on Property (including any personal property), or for which Buyer may be held liable after closing; (h) Seller is not aware of any concealed material defects in the Property except as disclosed to Buyer in writing during the Feasibility Period; (i) There are no Hazardous Substances (the Representations and Warranties set forth in this Section 7.2 shall be treated as defined below) currently located in, on, or under the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground storage tanks located on the Property; and there is no pending or threatened investigation or remedial action by any governmental agency regarding the release of Hazardous Substances or the violation of Environmental Law at the Property. As used herein, the term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or contaminant under any federal, state, or local law, regulation, or ordinance governing any substance that could cause actual or suspected harm to human health or the environment ("Environmental Law"). The term "Hazardous Substances" specifically includes, but is not limited to, petroleum, petroleum by-products, and asbestos.‌‌ If prior to closing Seller or Buyer discovers any information which would cause any of the representations above to be false if the same were deemed made modified as of the Closing, and without breach of the foregoing obligation of the Sellers (but, without limiting the Sellers’ obligations set forth elsewhere in this Agreement or waiving any claim by the Purchaser with respect to any default by the Sellers of any such obligation), by the Sellers’ delivery at the Closing of a certification in substantially the form attached hereto as EXHIBIT T, reflecting the occurrence of any event or change in the state of facts first arising after the date hereof and prior to the Closing relating to the Express Representations and Warranties made by the Sellers (the “Sellers’ Closing Certification”) and (ii) notwithstanding the foregoing, it shall not be a condition of the Purchaser’s obligation to consummate the transaction contemplated hereunder, that the representation made in the last sentence of Section 7.2(c)(12) be true and correct as of the Closing Date or that such discovery, then representation be included in the party discovering Sellers’ Closing Certification. The following representations and warranties (as the same may be modified by any Sellers’ Closing Certification) shall promptly notify survive until the other party in writingExpiration Date. If It is acknowledged and agreed that any matter expressly disclosed on any Exhibit attached hereto shall be deemed to be an exception (as applicable) to every representation made herein by the newly-discovered information will result in costs or liability to Buyer in excess of the lesser of $100,000 or five percent Sellers. THE PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, (5%X) of the purchase priceEACH OF THE PARTIES THAT CONSTITUTE THE SELLERS ARE REFERRED TO COLLECTIVELY AS THE SELLERS MERELY FOR THE SAKE OF CONVENIENCE AND (Y) EACH SELLER MAKES THE EXPRESS REPRESENTATIONS AND WARRANTIES ONLY ON ITS OWN BEHALF AND SOLELY WITH RESPECT TO (1) ITSELF AND ITS MEMBERS, or will materially adversely affect Buyer's intended use of the PropertyMANAGERS, then Buyer shall have the right to terminate the Agreement and receive a refund of its xxxxxxx money provided Buyer elects to do so within five BENEFICIARIES OR OTHER BENEFICIAL OWNERS, AS APPLICABLE, (2) ANY PROPERTY OR ASSET THAT IT OWNS, (3) ANY LEASE DOCUMENTS, FINANCING DOCUMENTS, NONDISTURBANCE AGREEMENTS, CONTRACTS, PERMITS OR OTHER AGREEMENTS THAT IT HAS ENTERED INTO OR MAY BE BOUND BY, (4) ANY RECOGNIZED SUBLEASES RELATING TO ANY PROPERTY THAT IT OWNS, (5) days of discovering or receiving written notice of the new information. Nothing in this paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual knowledge of the newly-discovered information such that a representation provided for above was falseANY COLLATERAL RELATING TO ANY LEASE PERTAINING TO ANY PROPERTY THAT IT OWNS OR (6) ANY OTHER MATTER RELATING TO ANY PROPERTY OR ASSET THAT IT OWNS.

Seller’s Representations. Except as disclosed to or known by Buyer prior to the satisfaction or waiver of the feasibility contingency stated in Section 5 above, including in the books, records and documents made available to Buyer, or in the title report or any supplemental report or documents referenced therein, Seller represents to Buyer that, to the best of Seller's actual knowledge, each of the following is true as of the date hereof: (a) Seller is authorized to enter into the Agreement, to sell the Property, and to perform its obligations under the Agreement; (b) The books, records, leases, agreements and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Seller's possession or control regarding the operation and condition of the Property; (c) Seller has not received any written notices that the Property or the business conducted thereon violate any applicable laws, regulations, codes and ordinances; (d) Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use; (e) There is no pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after closing; (f) There is no pending or threatened condemnation or similar proceedings affecting the Property, and the Property is not within the boundaries INITIALS: Buyer Date Seller Date INITIALS: Buyer Date Seller Date of any planned or authorized local improvement district; (g) Seller has paid (except to the extent prorated at closing) all local, state and federal taxes (other than real and personal property taxes and assessments described in Section 8 above) attributable to the period prior to closing which, if not paid, could constitute a lien on Property (including any personal property), or for which Buyer may be held liable after closing; (h) Seller is not aware of any concealed material defects in the Property except as disclosed to Buyer in writing during the Feasibility Period; (i) There are no Hazardous Substances (as defined below) currently located in, on, or under the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground storage tanks located on the Property; and there is no pending or threatened investigation or remedial action by any governmental agency regarding the release of Hazardous Substances or the violation of Environmental Law at the Property. As used herein, the term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or contaminant under any federal, state, or local law, regulation, or ordinance governing any substance that could cause actual or suspected harm to human health or the environment ("Environmental Law"). The term "Hazardous Substances" specifically includes, but is not limited to, petroleum, petroleum by-products, and asbestos.‌‌ If prior to closing Seller or Buyer Xxxxx discovers any information which would cause any of the representations above to be false if the same were deemed made as of the date of such discovery, then the party discovering the same shall promptly notify the other party in writing. If the newly-discovered information will result in costs or liability to Buyer in excess of the lesser of $100,000 or five percent (5%) of the purchase price, or will materially adversely affect Buyer's intended use of the Property, then Buyer shall have the right to terminate the Agreement and receive a refund of its xxxxxxx money provided Buyer elects to do so within five (5) days of discovering or receiving written notice of the new information. Nothing in this paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual knowledge of the newly-discovered information such that a representation provided for above was false.

Seller’s Representations. Except as disclosed to or known by Buyer prior to the satisfaction or waiver of the feasibility contingency stated in Section 5 above, including in the books, records and documents made available to Buyer, or in the title report or any supplemental report or documents referenced therein, Seller represents to Buyer that, to the best of Seller's actual knowledge, each of the following is true as of the date hereof: 11. (a) Seller is authorized represents and warrants to enter into the Agreement, Purchaser that: (i) The Premises abut or have a right of access to sell the Property, and to perform its obligations under the Agreementa public road; (bii) The books, records, leases, agreements and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Seller's possession or control regarding Seller is the operation and condition sole owner of the PropertyPremises and has the full right, power and authority to sell, convey and transfer the same in accordance with the terms of this contract; (c) Seller has not received any written notices that the Property or the business conducted thereon violate any applicable laws, regulations, codes and ordinances; (d) Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use; (e) There is no pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after closing; (f) There is no pending or threatened condemnation or similar proceedings affecting the Property, and the Property is not within the boundaries INITIALS: Buyer Date Seller Date INITIALS: Buyer Date Seller Date of any planned or authorized local improvement district; (g) Seller has paid (except to the extent prorated at closing) all local, state and federal taxes (other than real and personal property taxes and assessments described in Section 8 above) attributable to the period prior to closing which, if not paid, could constitute a lien on Property (including any personal property), or for which Buyer may be held liable after closing; (hiii) Seller is not aware a “foreign person”, as that term is defined for purposes of any concealed material defects the Foreign Investment in Real Property Tax Act, Internal Revenue Code (“IRC”) Section 1445, as amended, and the Property except as disclosed to Buyer in writing during the Feasibility Periodregulations promulgated thereunder (Collectively “FIRPTA”); (iiv) There The Premises are no Hazardous Substances (as defined below) currently located in, on, not affected by any exemptions or under the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground storage tanks located on the Propertyabatements of taxes; and there is (v) Seller has been known by no pending or threatened investigation or remedial action by any governmental agency regarding other name for the release of Hazardous Substances or the violation of Environmental Law at the Property. As used hereinpast ten years, the term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or contaminant under any federal, state, or local law, regulation, or ordinance governing any substance except: (b) Seller covenants and warrants that could cause actual or suspected harm to human health or the environment ("Environmental Law"). The term "Hazardous Substances" specifically includes, but is not limited to, petroleum, petroleum by-products, and asbestos.‌‌ If prior to closing Seller or Buyer discovers any information which would cause any all of the representations above and warranties set forth in this contract shall be true and correct at Closing. (c) Except as otherwise expressly set forth in this contract, none of Seller’s covenants, representations, warranties or other obligations contained in this contract shall survive Closing. Condition of Property: 12. Purchaser acknowledges and represents that Purchaser is fully aware of the physical condition and state of repair of the Premises and of all other property included in this sale, based on Purchaser’s own inspection and investigation thereof, and that Purchaser is entering into this contract based solely upon such inspection and investigation and not upon any information, data, statements or representations, written or oral, as to be false if the physical condition, state of repair, use, cost of operation or any other matter related to the Premises or the other property included in the sale, given or made by Seller or its representatives, and shall accept the same were deemed made “as is” in present condition and state of repair, subject to reasonable use, wear, tear and natural deterioration between the date hereof and the date of such discoveryClosing (except as otherwise set forth in paragraph 16(f)), then the party discovering the same shall promptly notify the other party without any reduction in writing. If the newly-discovered information will result in costs or liability to Buyer in excess of the lesser of $100,000 or five percent (5%) of the purchase price, price or will materially adversely affect Buyer's intended use claim of any kind for any change in such condition by reason thereof subsequent to the Property, then Buyer date of this contract. Purchaser and its authorized representatives shall have the right right, at reasonable times and upon reasonable notice (by telephone or otherwise) to terminate Seller, to inspect the Agreement and receive a refund of its xxxxxxx money provided Buyer elects to do so within five (5) days of discovering or receiving written notice of the new information. Nothing in this paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual knowledge of the newly-discovered information such that a representation provided for above was falsePremises before Closing.

Seller’s Representations. Except as disclosed to or known by Buyer prior to the satisfaction or waiver of the feasibility contingency stated in Section 5 above, including in the books, records and documents made available to Buyer, or in the title report or any supplemental report or documents referenced therein, Seller SELLER represents to Buyer PURCHASER that, to the best of Seller's actual knowledge, each of the following is true as of the date hereof: (aA) Seller if SELLER is authorized to enter into a formed entity, SELLER is in good standing and has the Agreement, power to sell the Property, business and to perform its obligations under the AgreementAssets as provided for herein; (bB) The booksSELLER is the owner of and has good and marketable title to the business and Assets, recordsfree and clear of any and all liens, leasesencumbrances or claims whatsoever (including any third party rights of first refusal to either the Assets, agreements and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Seller's possession or control regarding the operation and condition equity of the PropertySELLERR or the business), except those to be paid and satisfied at Closing; (cC) Seller has SELLER possesses all licenses and/or permits necessary to operate the business, SELLER does not received have knowledge of any written notices of its licenses and/or permits that are not transferable to the Property or the business conducted thereon violate any applicable lawsPURCHASER, regulationsand, codes and ordinanceswhere capable and/or permitted by law, agrees to assign/transfer them to PURCHASER at Closing; (dD) Seller has all certificates of occupancyat Closing, permitsthere will be no judgments, liens, debts, accounts payable, claims, or taxes (sales or otherwise) due, fixed and other governmental consents necessary contingent, or actions or proceedings pending or threatened by or against SELLER; (E) SELLER agrees (i) to own conduct and operate the Property for its current use; (e) There is no pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after closing; (f) There is no pending or threatened condemnation or similar proceedings affecting the Property, and the Property is not within the boundaries INITIALS: Buyer Date Seller Date INITIALS: Buyer Date Seller Date of any planned or authorized local improvement district; (g) Seller has paid (except business up to the extent prorated at closing) all local, state and federal taxes (other than real and personal property taxes and assessments described in Section 8 above) attributable to the period prior to closing which, if not paid, could constitute a lien on Property (including any personal property), or for which Buyer may be held liable after closing; (h) Seller is not aware of any concealed material defects in the Property except as disclosed to Buyer in writing during the Feasibility Period; (i) There are no Hazardous Substances (as defined below) currently located in, on, or under the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground storage tanks located on the Property; and there is no pending or threatened investigation or remedial action by any governmental agency regarding the release of Hazardous Substances or the violation of Environmental Law at the Property. As used herein, the term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or contaminant under any federal, state, or local law, regulation, or ordinance governing any substance that could cause actual or suspected harm to human health or the environment ("Environmental Law"). The term "Hazardous Substances" specifically includes, but is not limited to, petroleum, petroleum by-products, and asbestos.‌‌ If prior to closing Seller or Buyer discovers any information which would cause any of the representations above to be false if the same were deemed made as of the date of such discoveryClosing in accordance with all laws, then rules and regulations, in the party discovering regular course of business, and in the same shall promptly notify manner as presently conducted and operated, and (ii) not to violate the other party terms of any business contract with third parties; (F) at or prior to Closing, SELLER will pay in writing. If full and satisfy all sales taxes, interest and penalties which may be due and/or owing to the newly-discovered Florida Department of Revenue, and at Closing, SELLER agrees to execute and deliver to PURCHASER an agreement to indemnify and hold PURCHASER harmless from any and all sales taxes, interest and penalties that may be asserted against PURCHASER as a result of SELLER’S operations prior to Closing and (G) all financial information will result provided by the SELLER to the PURCHASER regarding the business is true and correct in costs or liability to Buyer in excess of the lesser of $100,000 or five percent (5%) of the purchase price, or will materially adversely affect Buyer's intended use of the Property, then Buyer shall have the right to terminate the Agreement and receive a refund of its xxxxxxx money provided Buyer elects to do so within five (5) days of discovering or receiving written notice of the new information. Nothing in this paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual knowledge of the newly-discovered information such that a representation provided for above was falseall material respects.

Seller’s Representations. Except as disclosed to or known by Buyer prior Seller hereby represents and warrants to the satisfaction or waiver of the feasibility contingency stated in Section 5 above, including in the books, records and documents made available to Buyer, or in the title report or any supplemental report or documents referenced therein, Seller represents to Buyer that, to the best of Seller's actual knowledge, each of the following is true as of the date hereofhereof and as of Closing as follows: (a) Seller is authorized a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Seller has the requisite corporate authority and power to own, lease, and to convey the Assets and to carry on the Seller’s business as now conducted. This Agreement and any other document executed by Seller in connection herewith constitutes (and the conveyance provided for herein to be delivered at Closing will, when executed and delivered, constitute) the legal, valid, and binding obligations of Seller, enforceable in accordance with their terms. Seller has the legal power and right to enter into and perform this Agreement and the Agreementtransactions contemplated hereby. The consummation of the transactions contemplated by this Agreement does not violate or conflict with: any provision of Seller’s corporate bylaws and certificate of formation, to sell the Property, and to perform its obligations under the Agreement; (b) The books, records, leases, agreements and or any other items delivered to Buyer document pursuant to this Agreement comprise all which Seller was formed; any material documents agreement or instrument to which Seller is a party or by which Seller is bound; or any judgment, order, ruling, or decree applicable to Seller or where Seller is a party in interest or any law, rule, or regulation applicable to Seller's possession or control regarding the operation and condition of the Property; (c) . Seller has not received incurred no obligation contingent or otherwise, for any written notices that the Property broker’s, finder’s or the business conducted thereon violate any applicable laws, regulations, codes and ordinances; (d) Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property consultant’s fees for its current use; (e) which Buyer will be liable. There is no suit, action, claim, investigation or inquiry by any person or entity or by any administrative agency or governmental authority and no legal, administrative or arbitration proceeding pending or, to Seller’s Knowledge, threatened against Seller or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after closing; (f) There is no pending or threatened condemnation or similar proceedings affecting the Property, and the Property is not within the boundaries INITIALS: Buyer Date Seller Date INITIALS: Buyer Date Seller Date any of any planned or authorized local improvement district; (g) Seller has paid (except to the extent prorated at closing) all local, state and federal taxes (other than real and personal property taxes and assessments described in Section 8 above) attributable to the period prior to closing which, if not paid, could constitute a lien on Property (including any personal property)its affiliates that has, or for which Buyer may be held liable after closing; (h) Seller is not aware of any concealed material defects in will, materially affect Seller’s ability to consummate the Property except as disclosed to Buyer in writing during the Feasibility Period; (i) transactions contemplated herein. There are no Hazardous Substances (as defined below) currently located inbankruptcy or reorganization proceedings pending or, onto Seller’s Knowledge, or under the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there threatened against Seller. There are no underground storage tanks located liens for taxes on the Property; Assets, except for taxes not yet due, and there is no pending unpaid tax due and payable by Seller for which Buyer would become liable by reason of purchasing the Assets hereunder. Seller has filed or threatened investigation or remedial action by any governmental agency regarding the release of Hazardous Substances or the violation of Environmental Law at the Property. As used herein, the term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or contaminant under any will file all federal, state, local, and other tax reports and returns required to be filed by Seller in connection with its ownership of the Assets up through the Effective Date. To Seller’s Knowledge, Seller has not violated any applicable laws in any material respect with respect to the ownership or local law, regulation, or ordinance governing any substance that could cause actual or suspected harm to human health or operation of the environment ("Environmental Law")Assets. Seller owns the Assets. The term "Hazardous Substances" specifically includesAssets will be conveyed free and clear of all liens, but is not limited tomortgages and encumbrances created or arising by, petroleumthrough or under Seller. To Seller’s Knowledge, petroleum by-productsthere have been no advanced, and asbestos.‌‌ If prior take or pay or other prepayments with respect to closing the Assets that would obligate Seller or Buyer discovers to deliver hydrocarbon production from the Assets after the Closing Date without receiving full payment therefor. To Seller’s Knowledge, there are no production sales contracts pertaining to the Assets that provide for a fixed price and that cannot be cancelled at any information time upon 90 days (or less) prior notice. Other than with respect to rights of non-consenting parties under an operating agreement to obtain a reconveyance of their interests upon the satisfaction of applicable non-consent penalties, to Seller’s Knowledge, there are no preferential purchase rights or third party consents to assignment pertaining to Seller’s interest in the Assets or the transaction contemplated hereby, affecting the Assets which would cause obligates Seller, or Buyer after the Closing, to sell any interest in the Assets or to purchase any leasehold interest or other asset. No consent, authorization, order or approval of, or filing or registration of any kind is required for the consummation of the representations above transactions contemplated hereby by Seller, except as may be necessary as a result of any facts or circumstances relating solely to be false if the same were deemed made as of the date of such discovery, then the party discovering the same shall promptly notify the other party in writing. If the newly-discovered information will result in costs or liability to Buyer in excess of the lesser of $100,000 or five percent (5%) of the purchase price, or will materially adversely affect Buyer's intended use of the Property, then Buyer shall have the right to terminate the Agreement and receive a refund of its xxxxxxx money provided Buyer elects to do so within five (5) days of discovering or receiving written notice of the new information. Nothing in this paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual knowledge of the newly-discovered information such that a representation provided for above was false.

Seller’s Representations. Except as disclosed to or known by Buyer prior to the satisfaction or waiver of the feasibility contingency stated in Section 5 above, including in the books, records and documents made available to Buyer, or in the title report or any supplemental report or documents referenced therein, Seller represents to Buyer that, to the best of Seller's actual knowledge, each of the following is true as of the date hereof: 11. (a) Seller is authorized represents and warrants to enter into the Agreement, Purchaser that: (i) The Premises abut or have a right of access to sell the Property, and to perform its obligations under the Agreementa public road; (bii) The books, records, leases, agreements and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Seller's possession or control regarding Seller is the operation and condition sole owner of the PropertyPremises and has the full right, power and authority to sell, convey and transfer the same in accordance with the terms of this contract; (c) Seller has not received any written notices that the Property or the business conducted thereon violate any applicable laws, regulations, codes and ordinances; (d) Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use; (e) There is no pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after closing; (f) There is no pending or threatened condemnation or similar proceedings affecting the Property, and the Property is not within the boundaries INITIALS: Buyer Date Seller Date INITIALS: Buyer Date Seller Date of any planned or authorized local improvement district; (g) Seller has paid (except to the extent prorated at closing) all local, state and federal taxes (other than real and personal property taxes and assessments described in Section 8 above) attributable to the period prior to closing which, if not paid, could constitute a lien on Property (including any personal property), or for which Buyer may be held liable after closing; (hiii) Seller is not aware a “foreign person”, as that term is defined for purposes of any concealed material defects the Foreign Investment in Real Property Tax Act, Internal Revenue Code (“IRC”) Section 1445, as amended, and the Property except as disclosed to Buyer in writing during the Feasibility Periodregulations promulgated thereunder (Collectively “FIRPTA”); (iiv) There The Premises are no Hazardous Substances (as defined below) currently located in, on, not affected by any exemptions or under the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground storage tanks located on the Propertyabatements of taxes; and there is (v) Seller has been known by no pending or threatened investigation or remedial action by any governmental agency regarding other name for the release of Hazardous Substances or the violation of Environmental Law at the Property. As used hereinpast ten years, the term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or contaminant under any federal, state, or local law, regulation, or ordinance governing any substance except:   (b) Seller covenants and warrants that could cause actual or suspected harm to human health or the environment ("Environmental Law"). The term "Hazardous Substances" specifically includes, but is not limited to, petroleum, petroleum by-products, and asbestos.‌‌ If prior to closing Seller or Buyer discovers any information which would cause any all of the representations above and warranties set forth in this contract shall be true and correct at Closing. (c) Except as otherwise expressly set forth in this contract, none of Seller’s covenants, representations, warranties or other obligations contained in this contract shall survive Closing. Condition of Property: 12. Purchaser acknowledges and represents that Purchaser is fully aware of the physical condition and state of repair of the Premises and of all other property included in this sale, based on Purchaser’s own inspection and investigation thereof, and that Purchaser is entering into this contract based solely upon such inspection and investigation and not upon any information, data, statements or representations, written or oral, as to be false if the physical condition, state of repair, use, cost of operation or any other matter related to the Premises or the other property included in the sale, given or made by Seller or its representatives, and shall accept the same were deemed made “as is” in present condition and state of repair, subject to reasonable use, wear, tear and natural deterioration between the date hereof and the date of such discoveryClosing (except as otherwise set forth in paragraph 16(f)), then the party discovering the same shall promptly notify the other party without any reduction in writing. If the newly-discovered information will result in costs or liability to Buyer in excess of the lesser of $100,000 or five percent (5%) of the purchase price, price or will materially adversely affect Buyer's intended use claim of any kind for any change in such condition by reason thereof subsequent to the Property, then Buyer date of this contract. Purchaser and its authorized representatives shall have the right right, at reasonable times and upon reasonable notice (by telephone or otherwise) to terminate Seller, to inspect the Agreement and receive a refund of its xxxxxxx money provided Buyer elects to do so within five (5) days of discovering or receiving written notice of the new information. Nothing in this paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual knowledge of the newly-discovered information such that a representation provided for above was falsePremises before Closing.

Seller’s Representations. Except as disclosed Each Seller is acquiring the Purchaser Shares for its own account and not with a view to or known by Buyer prior to the satisfaction for distributing or waiver reselling such Purchaser Shares or any part thereof in violation of Securities Act or any applicable state securities law, has no present intention of distributing any of such Purchaser Shares in violation of the feasibility contingency stated Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding the distribution of such Purchaser Shares in Section 5 above, including violation of the Securities Act or any applicable state securities law. Each Seller is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act. Each Seller understands that its investment in the books, records and documents made available to Buyer, or in the title report or any supplemental report or documents referenced therein, Purchaser Shares involves a high degree of risk. Each Seller represents to Buyer that, to the best of Seller's actual knowledge, each of the following is true as of the date hereof: (a) Seller is authorized to enter into the Agreement, to sell the Property, and to perform its obligations under the Agreement; (b) The books, records, leases, agreements and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Seller's possession or control regarding the operation and condition of the Property; (c) Seller has not received any written notices that the Property or the business conducted thereon violate any applicable laws, regulations, codes and ordinances; (d) Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use; (e) There is no pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after closing; (f) There is no pending or threatened condemnation or similar proceedings affecting the Property, and the Property is not within the boundaries INITIALS: Buyer Date Seller Date INITIALS: Buyer Date Seller Date of any planned or authorized local improvement district; (g) Seller has paid (except to the extent prorated at closing) all local, state and federal taxes (other than real and personal property taxes and assessments described in Section 8 above) attributable to the period prior to closing which, if not paid, could constitute a lien on Property (including any personal property), or for which Buyer may be held liable after closing; (h) Seller is not aware of any concealed material defects in the Property except as disclosed to Buyer in writing during the Feasibility Period; (i) There are no Hazardous Substances is able to bear the economic risk of an investment in the Purchaser Shares including a total loss thereof, (ii) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment in the Purchaser Shares and (iii) has had an opportunity to ask questions of and receive answers from the officers of the Purchaser concerning the financial condition and business of the Purchaser and other matters related to an investment in the Purchaser Shares. Each Seller has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Purchaser Shares. Each Seller understands that (i) the Purchaser Shares may not be offered for sale, sold, assigned or transferred unless (A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Purchaser Shares to be sold, assigned or transferred without such registration; (ii) any sale of the Purchaser Shares made in reliance on Rule 144 under the Securities Act may be made only in accordance with the terms of Rule 144 under the Securities Act and further, if Rule 144 under the Securities Act is not applicable, any resale of the Purchaser Shares under circumstances in which the Seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined belowin the Securities Act) currently located in, on, or may require compliance with some other exemption under the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground storage tanks located on the Property; and there is no pending or threatened investigation or remedial action by any governmental agency regarding the release of Hazardous Substances Securities Act or the violation of Environmental Law at the Property. As used herein, the term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or contaminant under any federal, state, or local law, regulation, or ordinance governing any substance that could cause actual or suspected harm to human health or the environment ("Environmental Law"). The term "Hazardous Substances" specifically includes, but is not limited to, petroleum, petroleum by-products, rules and asbestos.‌‌ If prior to closing Seller or Buyer discovers any information which would cause any regulations of the representations above to be false if the same were deemed made as of the date of such discovery, then the party discovering the same shall promptly notify the other party in writing. If the newly-discovered information will result in costs or liability to Buyer in excess of the lesser of $100,000 or five percent (5%) of the purchase price, or will materially adversely affect Buyer's intended use of the Property, then Buyer shall have the right to terminate the Agreement and receive a refund of its xxxxxxx money provided Buyer elects to do so within five (5) days of discovering or receiving written notice of the new information. Nothing in this paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual knowledge of the newly-discovered information such that a representation provided for above was falseSEC thereunder.

Seller’s Representations. Except as disclosed to or known by Buyer prior to the satisfaction or waiver of the feasibility contingency stated in Section 5 above, including in the books, records and documents made available to Buyer, or in the title report or any supplemental report or documents referenced therein, Seller represents to Buyer that, to the best of Seller's actual knowledge, each of the following is true as of the date hereof: 11. (a) Seller is authorized represents and warrants to enter into the Agreement, Purchaser that: (i) The Premises abut or have a right of access to sell the Property, and to perform its obligations under the Agreementa public road; (bii) The books, records, leases, agreements and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Seller's possession or control regarding Seller is the operation and condition sole owner of the PropertyPremises and has the full right, power and authority to sell, convey and transfer the same in accordance with the terms of this contract; (c) Seller has not received any written notices that the Property or the business conducted thereon violate any applicable laws, regulations, codes and ordinances; (d) Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use; (e) There is no pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after closing; (f) There is no pending or threatened condemnation or similar proceedings affecting the Property, and the Property is not within the boundaries INITIALS: Buyer Date Seller Date INITIALS: Buyer Date Seller Date of any planned or authorized local improvement district; (g) Seller has paid (except to the extent prorated at closing) all local, state and federal taxes (other than real and personal property taxes and assessments described in Section 8 above) attributable to the period prior to closing which, if not paid, could constitute a lien on Property (including any personal property), or for which Buyer may be held liable after closing; (hiii) Seller is not aware a “foreign person”, as that term is defined for purposes of any concealed material defects the Foreign Investment in Real Property Tax Act, Internal Revenue Code (“IRC”) Section 1445, as amended, and the Property except as disclosed to Buyer in writing during the Feasibility Periodregulations promulgated thereunder (Collectively “FIRPTA”); (iiv) There The Premises are no Hazardous Substances (as defined below) currently located in, on, not affected by any exemptions or under the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground storage tanks located on the Propertyabatements of taxes; and there is (v) Seller has been known by no pending or threatened investigation or remedial action by any governmental agency regarding other name for the release of Hazardous Substances or the violation of Environmental Law at the Property. As used hereinpast ten years, the term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or contaminant under any federal, state, or local law, regulation, or ordinance governing any substance except: (b) Seller covenants and warrants that could cause actual or suspected harm to human health or the environment ("Environmental Law"). The term "Hazardous Substances" specifically includes, but is not limited to, petroleum, petroleum by-products, and asbestos.‌‌ If prior to closing Seller or Buyer discovers any information which would cause any all of the representations above and warranties set forth in this contract shall be true and correct at Closing. (c) Except as otherwise expressly set forth in this contract, none of Seller’s convenants, representations, warranties or other obligations contained in this contract shall survive Closing. Condition of Property: 12. Purchaser acknowledges and represents that Purchaser is fully aware of the physical condition and state of repair of the Premises and of all other property included in this sale, based on Purchaser’s own inspection and investigation thereof, and that Purchaser is entering into thi s contract based solely upon such inspection and investigation and not upon any information, data, statements or representations, written or oral, as to be false if the physical condition, state of repair, use, cost of operation or any other matter related to the Premises or the other property included in the sale, given or made by Seller or its representatives, and shall accept the same were deemed made “as is” in present condition and state of repair, subject to reasonable use, wear, tear and natural deterioration between the date hereof and the date of such discoveryClosing (except as otherwise set forth in paragraph 16(f)), then the party discovering the same shall promptly notify the other party without any reduction in writing. If the newly-discovered information will result in costs or liability to Buyer in excess of the lesser of $100,000 or five percent (5%) of the purchase price, price or will materially adversely affect Buyer's intended use claim of any kind for any change in such condition by reason thereof subsequent to the Property, then Buyer date of this contract. Purchaser and its authorized representatives shall have the right right, at reasonable times and upon reasonable notice (by telephone or otherwise) to terminate Seller, to inspect the Agreement and receive a refund of its xxxxxxx money provided Buyer elects to do so within five (5) days of discovering or receiving written notice of the new information. Nothing in this paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual knowledge of the newly-discovered information such that a representation provided for above was falsePremises before Closing.