Common use of Seller’s Warranties and Representations Clause in Contracts

Seller’s Warranties and Representations. Seller represents and warrants to Purchaser as of the date hereof that to the best if Seller's knowledge all of the statements set out below are accurate: (a) There are no parties in possession of any portion of the Property, as lessees (whether in possession or not), tenants at will, trespassers or otherwise, nor any licensees or other occupants of the Improvements other than Seller. (b) Seller is not prohibited from consummating the transactions contemplated in this Contract by any law, regulation, agreement, instrument, restriction, order or judgment; (c) There are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws pending against Seller, or to Seller's knowledge threatened against Seller, or the Property; (d) Seller has not received any written notice of any pending condemnation or similar proceeding affecting the Land and Seller has not received any written notice and has no actual knowledge that any such proceeding is contemplated; (e) All ad valorem taxes applicable to the Property have been paid current through calendar year 2001; (f) No bills are outstanding which create -- or, after the Closing, may create -- a mechanics lien against all or any portion of the Property; (g) Seller has not received actual notice of any action, suit, proceeding or claim affecting the Property, or affecting Seller and relating to or arising out of any of any existing leases affecting the Property or the ownership, operation, use or occupancy of the Property by Seller pending or being prosecuted in any court or by or before any federal, state, county, or municipal department, commission, board, bureau or agency or other governmental instrumentality nor, to the actual knowledge of Seller, is any such action, suit, proceeding or claim threatened or being asserted; (h) Seller has no knowledge of any unrecorded instruments or agreements related to the Property, or its operation, which will survive the Closing, other than those which have been referred to in this Contract or have been or will be delivered to Purchaser with the Submission Matters or at Closing; (i) Seller has no knowledge that the Property has ever been used for the production, storage, deposit or disposal of any "hazardous or toxic materials" (as that term is defined in Section 4.4 above); (j) Seller has no knowledge that the Property or any part thereof is in violation of any law, ordinance or regulation of any governmental entity having jurisdiction over the Property; (k) To the best of Seller's knowledge, no portion of the Property has been designated by the U.S. Corps of Engineers, nor by the municipality in which the Property is located, as being in a "flood plain" or other flood-prone area; (l) To the best of Seller's knowledge, the Property is not located within a "water district" or other similar utility district; (m) Neither Seller nor, to the best of Seller's knowledge, any of Seller's predecessors within the past five years, has claimed the benefit of any law permitting a special use valuation (such as agricultural" or "open space") for the purpose of obtaining an ad valorem tax rate lower than the nominal rate; (n) Seller is not a "foreign person" as that term is used in Section 1445 of the Internal Revenue Code of 1986, as amended; and (o) Assuming the truth and accuracy of Purchaser's representations contained in the Warrant Agreement (as defined in Section 11.17 below) that Purchaser is acquiring the Warrants (as defined in Section 11.17 below) as an investment and not with a view to the distribution thereof, the issuance and sale of the Warrants to Purchaser under the Warrant Agreement are exempt from the registration requirements of the Securities Act of 1933, as amended.

Seller’s Warranties and Representations. Seller represents and warrants to Purchaser as A material part of the date hereof that consideration for the purchase of the Common Stock and the inducement to Buyer to buy such Common Stock is the truth and completeness of the following warranties and representations of Sellers each of which is a condition of Buyer's obligations under this Agreement. Any exception to the best if Seller's knowledge all following warranties and representations shall be set forth on Exhibit "D" attached hereto and made a part hereof. a. Sellers are the record and beneficial owner of the Common Stock representing one hundred percent (100%) of the issued and outstanding stock of the Corporation. The Common Stock is legally and validly issued, fully paid and nonassessable. The Common Stock is owned free and clear of all liens, encumbrances, options, claims, charges and assessments of every kind or nature whatsoever and, except as disclosed in Exhibit "D" hereto, are subject to no restrictions with respect to transferability. b. This Agreement and any documents or instruments delivered pursuant hereto will be the legal, valid and binding obligations of the Sellers enforceable in accordance with their terms. c. Corporation is the owner of and has good and marketable title to the assets listed on Exhibit "E" and such assets are free and clear of all debts, liens and encumbrances. Buyer acknowledges that certain personal property belonging personally to Sellers has been, or will be removed from the Corporation's main office prior to or immediately after Closing. The personal property to be removed is set forth on Exhibit "F", attached hereto and made a part hereof. d. Corporation is not engaged in, threatened with nor is the subject of, any pending or threatened legal action, suit or other proceeding before any court, any federal, state or local governmental agency or before any other forum. e. No breach of contract, tort or other claim, whether arising from Corporation's business operations or otherwise, has been asserted by any employee, creditor, patient, supplier, claimant or other person against Corporation, nor, to Sellers' knowledge, has there been any occurrence which could give rise to such a claim. f. There are no persons or entities with whom Corporation has done business that have a right of setoff, chargeback, return or credit that will have a material effect upon the financial position of Corporation in the conduct of its trade or business. g. No present or former employee of Corporation has a material claim or basis for a material claim against Corporation under any employment agreement, contract or otherwise. h. Corporation is in compliance with federal, state and local laws, ordinances and regulations regarding employment practices, terms and conditions of employment and wages and hours and is not engaged in any unfair labor practice. i. A list of Corporation's employees and their salaries is attached hereto as Exhibit "G". Sellers agree not to raise the salary of any of such employees prior to Closing. Nothing herein shall be construed as to require Buyer to retain any of such employees. Notwithstanding the above, it is the intent of Buyer to not materially change the existing make-up or overall compensation packages of the staff currently employed by Corporation. j. There are no outstanding contracts, oral or written, relating to the Corporation to which Corporation is a party which are not listed on Exhibit "H". k. All existing local, state or federal operating and occupational licenses necessary to operate the Corporation are in good standing and Sellers know of no actions or claims or violations which are pending which would result in any limitations on or suspension or termination of such licenses. l. Corporation is an entity duly organized and existing in good standing under the laws of the State of Georgia and is entitled to own its properties and conduct business in Georgia. m. All written statements set out below of financial position of the Corporation shown to or disclosed to Buyer and its accountants, attorneys and other agents, copies of which are accurateattached hereto as Exhibit "I" and expressly incorporated herein by reference, are complete, accurate and thoroughly present the financial position of Corporation for the periods to which they relate, and there has been no material adverse change in the condition, financial or otherwise, of Corporation since the last disclosed statement, other than changes occurring in the ordinary course of business as conducted by Corporation. n. All material assets of the Corporation are in good repair and working order. o. With respect to the operation of the Corporation from the date of this Agreement until the date of closing: (1) Corporation will not dispose of any of its assets or permit any of its assets to be removed or transferred from their present location except (a) sales or usage of said assets in the ordinary course of Corporation's business, or (b) for repair or replacement. Any replacement of an asset to be sold, transferred or conveyed hereunder shall be of equal quantity and quality. (2) Corporation will carry on its business in a good and diligent manner, will maintain all of its assets in the good condition that they were in on the date of this Agreement, ordinary wear and tear excepted, will pay and discharge all of its debts and obligations in a manner consistent with its past business practices, and will preserve the goodwill of its patients, suppliers and others having a business relationship with Corporation. (3) Corporation will not enter into, assume or create any pledge, security interest or any title retention agreement, lien, encumbrance, charge, claim or lease of any kind upon or involving any of its assets. (4) Sellers will keep full and accurate records of all transactions entered into and conducted by the Corporation. p. Corporation has filed all necessary federal, state and local income, sales, use, capital stock, withholding, unemployment, tangible and intangible property and franchise tax returns, and all other necessary reports and returns for all other taxes due to the federal, state and local governments, and Corporation has paid all taxes shown on any such returns. There are no parties in possession unpaid assessments or proposed assessments of any portion of the Property, as lessees (whether in possession or not), tenants at will, trespassers or otherwise, nor any licensees or other occupants of the Improvements other than Seller. (b) Seller is not prohibited from consummating the transactions contemplated in this Contract by any law, regulation, agreement, instrument, restriction, order or judgment; (c) There are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws such taxes pending against Seller, or to Seller's knowledge threatened against Seller, or the Property; (d) Seller has not received any written notice of any pending condemnation or similar proceeding affecting the Land and Seller has not received any written notice and has no actual knowledge that any such proceeding is contemplated; (e) All ad valorem taxes applicable to the Property Corporation. Sellers have been paid current through calendar year 2001; (f) No bills are outstanding which create -- or, after the Closing, may create -- a mechanics lien against all or any portion of the Property; (g) Seller has not received actual notice of any action, suit, proceeding or claim affecting the Property, or affecting Seller and relating to or arising out of any of any existing leases affecting the Property or the ownership, operation, use or occupancy of the Property by Seller pending or being prosecuted in any court or by or before any federal, state, county, or municipal department, commission, board, bureau or agency or other governmental instrumentality nor, to the actual knowledge of Seller, is any such action, suit, proceeding or claim threatened or being asserted; (h) Seller has no knowledge of any unrecorded instruments tax deficiency or agreements related the existence of any basis upon which any tax deficiency might be asserted against Corporation. Corporation's books and records contain adequate reserves for any and all tax liabilities for periods prior to the Propertydate of the Closing of this transaction. q. Corporation is in compliance in all material respects, with all applicable federal, state and local environmental laws. r. The assets of the Corporation are adequately insured under such policies to the extent usually insured by persons engaged in a dental management business against loss or damage of any kind, customarily insured on such businesses. s. No representation or warranty by the Sellers in this Agreement, nor any statement or certificate furnished or to be furnished by Sellers pursuant hereto, or its operationin connection with the transaction as contemplated hereby, which will survive the Closing, other than those which have been referred to in this Contract or have been contains or will be delivered to Purchaser with the Submission Matters or at Closing; (i) Seller has no knowledge that the Property has ever been used for the production, storage, deposit or disposal contain an untrue statement of any "hazardous or toxic materials" (as that term is defined in Section 4.4 above); (j) Seller has no knowledge that material fact necessary to make the Property or any part thereof is in violation of any law, ordinance or regulation of any governmental entity having jurisdiction over the Property; (k) To the best of Seller's knowledge, no portion of the Property has been designated by the U.S. Corps of Engineers, nor by the municipality in which the Property is located, as being in a "flood plain" or other flood-prone area; (l) To the best of Seller's knowledge, the Property is statement contained therein not located within a "water district" or other similar utility district; (m) Neither Seller nor, to the best of Seller's knowledge, any of Seller's predecessors within the past five years, has claimed the benefit of any law permitting a special use valuation (such as agricultural" or "open space") for the purpose of obtaining an ad valorem tax rate lower than the nominal rate; (n) Seller is not a "foreign person" as that term is used in Section 1445 of the Internal Revenue Code of 1986, as amended; and (o) Assuming the truth and accuracy of Purchaser's representations contained in the Warrant Agreement (as defined in Section 11.17 below) that Purchaser is acquiring the Warrants (as defined in Section 11.17 below) as an investment and not with a view to the distribution thereof, the issuance and sale of the Warrants to Purchaser under the Warrant Agreement are exempt from the registration requirements of the Securities Act of 1933, as amendedmisleading.

Seller’s Warranties and Representations. Seller warrants and represents and warrants to Purchaser as of the date of Seller’s execution of this Agreement and as of each date through and including the Closing that: a. The Seller is not a foreign person or foreign corporation for purposes of the withholding required under the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA), and accordingly, no such withholding will be required; b. No consent, approval, order or authorization of any court or other governmental entity is required to be obtained by Seller in connection with the execution and delivery of this Agreement or the performance hereof that by Seller; c. There are no litigation, liens, judgments, violations, or proceedings pending or, to the best if of Seller's knowledge all of ’s knowledge, threatened against or relating to the statements set out below are accurate: (a) There are no parties in possession Premises nor does Seller know or have reasonable grounds to know of any portion basis for any such action, or of any governmental investigation relating to the Property, as lessees (whether in possession or not), tenants at will, trespassers or otherwise, nor any licensees or other occupants of the Improvements other than Seller. (b) Seller is not prohibited from consummating the transactions contemplated in this Contract by any law, regulation, agreement, instrument, restriction, order or judgmentPremises; d. There is no pending or, to the best of Seller’s knowledge, threatened action or proceeding (c) There are no attachmentsincluding, executionsbut not limited to, assignments for the benefit of creditors, receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws pending against Seller, or to Seller's knowledge threatened against Seller, or the Property; (d) Seller has not received any written notice of any pending condemnation or similar proceeding affecting the Land and Seller has not received eminent domain action or proceeding) before any written notice and has no actual knowledge that any such proceeding is contemplated; (e) All ad valorem taxes applicable to the Property have been paid current through calendar year 2001; (f) No bills are outstanding which create -- orcourt, after the Closing, may create -- a mechanics lien against all governmental agency or any portion of the Property; (g) Seller has not received actual notice of any action, suit, proceeding or claim affecting the Property, or affecting Seller and arbitrator relating to or arising out of any of any existing leases affecting the Property or the ownership, operation, use or occupancy ownership of the Property by Seller pending Premises or being prosecuted in any court or by or before any federal, state, countyportion thereof, or municipal departmentwhich may adversely affect Seller’s ability to perform this Agreement, commissionor which may affect the Premises or any portion thereof; e. No work has been performed or is in progress at, boardand no materials have been furnished to, bureau the Premises or agency any portion thereof which may give rise to mechanic’s, materialmen’s or other governmental instrumentality nor, to liens against the actual knowledge of Seller, is Premises or any such action, suit, proceeding or claim threatened or being assertedportion thereof; (h) Seller has no knowledge of any unrecorded instruments or agreements related to the Property, or its operation, which will survive the Closing, other than those which have been referred to in this Contract or have been or will be delivered to Purchaser with the Submission Matters or at Closing; (i) Seller has no knowledge that the Property has ever been used for the production, storage, deposit or disposal of any "hazardous or toxic materials" (as that term is defined in Section 4.4 above); (j) Seller has no knowledge that the Property or any part thereof is in violation of any law, ordinance or regulation of any governmental entity having jurisdiction over the Property; (k) f. To the best of Seller's ’s knowledge, no portion of hazardous or toxic wastes, substances, matters or materials, including but not limited to any material defined as hazardous or toxic from time to time by applicable state, local and federal law, are stored or otherwise located on the Property has been designated Premises or any adjacent property owned by the U.S. Corps of Engineers, nor by the municipality in which the Property is located, as being in a "flood plain" or other flood-prone areaSeller; (l) g. To the best of Seller's knowledge, ’s knowledge the Property Premises is not located within subject to any encroachments, boundary line disputes, unrecorded rights or easements held by third parties, buried storage tanks or buried waste. h. Seller is the sole Trustee under said above-referenced Trust; said Trust is still in full force and effect; said Trust has not been amended; Seller has the power under said Trust to execute this Agreement and to perform all obligations of Seller hereunder; in executing this Agreement, Seller has, in all respects, acted pursuant to and in accordance with the authority vested in and granted to Seller under said Trust and all terms and conditions of said Trust; and Seller shall deliver a "water district" or other similar utility districtcertification to Buyer at closing affirming this warranty and representation; (m) Neither Seller nori. There has not been a division of the Premises, to or any parcel of which the best of Seller's knowledgePremises was formerly a part, any of Seller's predecessors within the past five years(5) years excepting the subdivision contemplated herein. Seller shall immediately disclose any changes in any of the Seller’s warranties and representations set forth in this Agreement, has claimed and in the benefit event of any law permitting a special use valuation (material adverse change, Buyer may, at its election, terminate this Agreement in which case the Deposit shall be promptly returned to Buyer and the parties shall be relieved of all further obligations under this Agreement except for such obligations as agricultural" or "open space") for the purpose of obtaining an ad valorem tax rate lower than the nominal rate; (n) Seller is not a "foreign person" as that term is used in Section 1445 by their terms are to survive termination of the Internal Revenue Code of 1986, as amended; and (o) Assuming Agreement. Xxxxx’s performance under this Agreement is conditioned upon the truth and accuracy of Purchaser's Seller’s warranties and representations expressed herein as of the date of Seller’s execution of this Agreement and as of the Closing. All warranties and representations expressed herein shall survive the Closing and any termination of this Agreement. Xxxxxx agrees to indemnify, defend and hold harmless Buyer from and against any liability, cost, damage, loss, claim, expense or cause of action (including, but not limited to, attorneys’ fees and costs) incurred by or threatened against Buyer as a result of any breach by Seller of any of Seller’s warranties or representations contained in this Agreement. The foregoing indemnification obligations shall survive the Warrant Agreement (as defined in Section 11.17 below) that Purchaser is acquiring the Warrants (as defined in Section 11.17 below) as an investment and not with a view to the distribution thereof, the issuance and sale of the Warrants to Purchaser under the Warrant Agreement are exempt from the registration requirements of the Securities Act of 1933, as amendedClosing.

Seller’s Warranties and Representations. Seller Seller, to the best of its knowledge, warrants and represents and warrants to Purchaser the Purchaser, as of the date hereof and as of the Closing Date, and acknowledges that the Purchaser has relied thereon that: i. The Seller is the owner and holder absolutely of the Membership Interest and has good and marketable title to the best if Seller's knowledge Membership Interest free and clear of any and all security interests, agreements, restrictions, conditions, equitable interests, claims, adverse claims, options, charges, liens, pledges, rights of first refusal (due to a waiver agreed upon by the Members of the statements set out below are accurate: (a) There are no parties in possession Company), and other encumbrances of any portion nature or kind whatsoever including, but not limited to, any restrictions on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership. Seller does not directly or indirectly own of record or beneficially or have any direct or indirect interest in any other securities [as defined in the federal Securities Act of 1933 (the "Act") and hereinafter referred to as "Securities"] or any indebtedness of the Property, as lessees (whether in possession or not), tenants at will, trespassers or otherwise, nor any licensees or other occupants of the Improvements other than SellerCompany. ii. The Transferred 12.5% Interest and Percentage constitutes a twelve and one-half percent (b12.5%) Member Interest in the Company. iii. The Seller is has not prohibited from consummating filed, voluntarily or involuntarily, for bankruptcy relief under the United States Bankruptcy Code or any state insolvency statute. iv. Neither the entering into of this Agreement nor the consummation of the transactions contemplated hereby will constitute or result in this Contract a violation or breach by Seller of any lawjudgment, regulationorder, agreementwrit, instrument, restriction, order injunction or judgment; (c) There are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships decree issued against or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws pending against Sellerimposed upon it, or to Seller's knowledge threatened against Seller, or the Property; (d) Seller has not received any written notice will result in a violation of any pending condemnation applicable law, order, rule or similar proceeding affecting the Land and Seller has not received any written notice and has no actual knowledge that any such proceeding is contemplated; (e) All ad valorem taxes applicable to the Property have been paid current through calendar year 2001; (f) No bills are outstanding which create -- or, after the Closing, may create -- a mechanics lien against all regulation or any portion of the Property; (g) Seller has not received actual notice of any governmental authority. There is no action, suit, proceeding or claim affecting the Property, or affecting Seller and relating to or arising out of any of any existing leases affecting the Property or the ownership, operation, use or occupancy of the Property by Seller investigation pending or being prosecuted in any court or by or before any federal, state, county, or municipal department, commission, board, bureau or agency or other governmental instrumentality noror, to the actual knowledge of Seller, is any such action, suit, proceeding or claim threatened or being asserted; (h) Seller has no knowledge of any unrecorded instruments or agreements related to the Property, or its operation, which will survive the Closing, other than those which have been referred to in this Contract or have been or will be delivered to Purchaser with the Submission Matters or at Closing; (i) Seller has no knowledge that the Property has ever been used for the production, storage, deposit or disposal of any "hazardous or toxic materials" (as that term is defined in Section 4.4 above); (j) Seller has no knowledge that the Property or any part thereof is in violation of any law, ordinance or regulation of any governmental entity having jurisdiction over the Property; (k) To the best of Seller's knowledge, no portion threatened, which would prevent any action contemplated by this Agreement or which questions the validity or enforceability of the Property transaction contemplated by this Agreement or any action taken pursuant hereto. No approval, consent, order or authorization of, or designation, registration or filing (other than for recording purposes) with any governmental authority is required in connection with the due and valid execution and delivery of this Agreement and compliance with the provisions hereof and the consummation of the transactions contemplated hereby. v. The Seller has been designated the full, absolute and unrestricted right, power and authority to execute, acknowledge, seal and deliver this Agreement and to perform the transactions contemplated by the U.S. Corps of Engineers, nor by the municipality in which the Property is located, as being in a "flood plain" or other flood-prone area;this Agreement. (l) To the best of Seller's knowledge, the Property is not located within a "water district" or other similar utility district; (m) Neither Seller nor, to the best of Seller's knowledge, any of Seller's predecessors within the past five years, has claimed the benefit of any law permitting a special use valuation (such as agricultural" or "open space") for the purpose of obtaining an ad valorem tax rate lower than the nominal rate; (n) vi. Seller is not a "foreign person" as that term is used in within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended; and (o) Assuming the truth and accuracy of Purchaser's representations contained in the Warrant Agreement (as defined in Section 11.17 below) that Purchaser is acquiring the Warrants (as defined in Section 11.17 below) as an investment and not with a view to the distribution thereof, the issuance and sale of the Warrants to Purchaser under the Warrant Agreement are exempt from the registration requirements of the Securities Act of 1933Code, as amended. vii. This Agreement (including the Exhibits) does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained herein not misleading. There is no fact known to the Seller which is not disclosed in this Agreement which materially adversely affects the accuracy of the representations and warranties contained in this Agreement. The representations and warranties contained in this Section 3(i) through 3(vii) shall survive Closing for a period of one (1) year. The representations and warranties of Seller shall be true and correct as of the Effective Date and as of the Closing Date.

Seller’s Warranties and Representations. Seller warrants and represents and warrants to Purchaser as of the date of Seller’s execution of this Agreement and as of each date through and including the Closing that: a. The Seller is not a foreign person or foreign corporation for purposes of the withholding required under the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA), and accordingly, no such withholding will be required; b. No consent, approval, order or authorization of any court or other governmental entity is required to be obtained by Seller in connection with the execution and delivery of this Agreement or the performance hereof that by Seller; c. There are no litigation, liens, judgments, violations, or proceedings pending or, to the best if of Seller's knowledge all of ’s knowledge, threatened against or relating to the statements set out below are accurate: (a) There are no parties in possession Premises nor does Seller know or have reasonable grounds to know of any portion basis for any such action, or of any governmental investigation relating to the Property, as lessees (whether in possession or not), tenants at will, trespassers or otherwise, nor any licensees or other occupants of the Improvements other than Seller. (b) Seller is not prohibited from consummating the transactions contemplated in this Contract by any law, regulation, agreement, instrument, restriction, order or judgmentPremises; d. There is no pending or, to the best of Seller’s knowledge, threatened action or proceeding (c) There are no attachmentsincluding, executionsbut not limited to, assignments for the benefit of creditors, receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws pending against Seller, or to Seller's knowledge threatened against Seller, or the Property; (d) Seller has not received any written notice of any pending condemnation or similar proceeding affecting the Land and Seller has not received eminent domain action or proceeding) before any written notice and has no actual knowledge that any such proceeding is contemplated; (e) All ad valorem taxes applicable to the Property have been paid current through calendar year 2001; (f) No bills are outstanding which create -- orcourt, after the Closing, may create -- a mechanics lien against all governmental agency or any portion of the Property; (g) Seller has not received actual notice of any action, suit, proceeding or claim affecting the Property, or affecting Seller and arbitrator relating to or arising out of any of any existing leases affecting the Property or the ownership, operation, use or occupancy ownership of the Property Premises or any portion thereof, or which may adversely affect Seller’s ability to perform this Agreement, or which may affect the Premises or any portion thereof; e. No work has been performed or is in progress at, and no materials have been furnished to, the Premises or any portion thereof which may give rise to mechanic’s, materialmen’s or other liens against the Premises or any portion thereof other than work contemplated in connection with this transaction including, without limitation, surveying the Premises and/or Retained Land and inspections of the Premises as contemplated by Section 5(e). Work which is the responsibility of the Seller pending or being prosecuted under the terms of this Agreement shall be paid by Seller, in any court or by full, on or before any federalthe Closing. Work which is the responsibility of the Buyer under the terms of this Agreement shall be paid by Buyer, statein full, county, or municipal department, commission, board, bureau or agency or other governmental instrumentality nor, to at the actual knowledge earlier of Seller, is any such action, suit, proceeding or claim threatened or being asserted; (hi) Seller has no knowledge of any unrecorded instruments or agreements related to the Property, or its operation, which will survive the Closing, other than those which have been referred to in or (ii) expiration or termination of the term of this Contract or have been or will be delivered to Purchaser with Agreement. The respective obligations of the Submission Matters or at Closingparties shall survive the expiration and/or termination of this Agreement; (i) Seller has no knowledge that the Property has ever been used for the production, storage, deposit or disposal of any "hazardous or toxic materials" (as that term is defined in Section 4.4 above); (j) Seller has no knowledge that the Property or any part thereof is in violation of any law, ordinance or regulation of any governmental entity having jurisdiction over the Property; (k) f. To the best of Seller's ’s knowledge, no portion of hazardous or toxic wastes, substances, matters or materials, including but not limited to any material defined as hazardous or toxic from time to time by applicable state, local and federal law, are stored or otherwise located on the Property has been designated Premises or any adjacent property owned by the U.S. Corps of Engineers, nor by the municipality in which the Property is located, as being in a "flood plain" or other flood-prone areaSeller; (l) g. To the best of Seller's knowledge, ’s knowledge the Property Premises is not located within subject to any encroachments, boundary line disputes, unrecorded rights or easements held by third parties, buried storage tanks or buried waste. h. Seller is the sole Trustee under said above-referenced Trust; said Trust is still in full force and effect; said Trust has not been amended except as reflected in the Trustee’s Certificate; Seller has the power under said Trust to execute this Agreement and to perform all obligations of Seller hereunder; in executing this Agreement, Seller has, in all respects, acted pursuant to and in accordance with the authority vested in and granted to Seller under said Trust and all terms and conditions of said Trust; and Seller shall deliver a "water district" or other similar utility districtcertification to Buyer at closing affirming this warranty and representation (the “Trustee’s Certificate”); (m) Neither Seller nori. There has not been a division of the Premises, to or any parcel of which the best of Seller's knowledgePremises was formerly a part, any of Seller's predecessors within the past five years(5) years excepting the subdivision contemplated herein. Seller shall immediately disclose any changes in any of the Seller’s warranties and representations set forth in this Agreement, has claimed and in the benefit event of any law permitting a special use valuation (material adverse change, Buyer may, at its election, terminate this Agreement in which case the Deposit shall be promptly returned to Buyer and the parties shall be relieved of all further obligations under this Agreement except for such obligations as agricultural" or "open space") for the purpose of obtaining an ad valorem tax rate lower than the nominal rate; (n) Seller is not a "foreign person" as that term is used in Section 1445 by their terms are to survive termination of the Internal Revenue Code of 1986, as amended; and (o) Assuming Agreement. Buyer’s performance under this Agreement is conditioned upon the truth and accuracy of Purchaser's Seller’s warranties and representations expressed herein as of the date of Seller’s execution of this Agreement and as of the Closing. All warranties and representations expressed herein shall survive the Closing and any termination of this Agreement. Seller agrees to indemnify, defend and hold harmless Buyer from and against any liability, cost, damage, loss, claim, expense or cause of action (including, but not limited to, attorneys’ fees and costs) incurred by or threatened against Buyer as a result of any breach by Seller of any of Seller’s warranties or representations contained in this Agreement. The foregoing indemnification obligations shall survive the Warrant Agreement (as defined in Section 11.17 below) that Purchaser is acquiring the Warrants (as defined in Section 11.17 below) as an investment and not with a view to the distribution thereof, the issuance and sale of the Warrants to Purchaser under the Warrant Agreement are exempt from the registration requirements of the Securities Act of 1933, as amendedClosing.

Seller’s Warranties and Representations. Seller Seller, to induce Purchaser to enter into this Agreement and to purchase the Premises, warrants and represents and warrants to Purchaser that the following matters are true as of the date hereof that to the best if Seller's knowledge all and shall be true as of the statements set out below are accuratedate of Closing hereunder: (a) There are no parties leases, tenancies, licenses or other rights of occupancy or use for any portion of the Premises in possession effect as of the date of this Agreement. Seller agrees not to enter into any lease, license or agreement for the occupancy or use of any portion of the Property, as lessees (whether in possession or not), tenants at will, trespassers or otherwise, nor any licensees or other occupants Premises after the date of the Improvements other than Sellerthis Agreement without Purchaser's written consent. (b) No assessments for public improvements have been made against the Premises which remain unpaid and Seller is not prohibited from consummating has no knowledge and has received no notice of any proposed assessment for public improvements or of any proposed public improvements for which an assessment may be levied against the transactions contemplated in this Contract by any law, regulation, agreement, instrument, restriction, order or judgment;Premises. (c) There are no attachmentsoutstanding violations of any federal, executionsstate, assignments for county or municipal law, ordinance, order, regulation or requirement affecting any portion of the benefit Premises, and no written notice of creditorsany such violation has been issued by any governmental or quasi-governmental authority. In the event that any such notice is received by Seller after the date of this Agreement, receivershipsSeller shall promptly notify Purchaser and afford Purchaser full opportunity, conservatorships with Seller's cooperation, to contest such action or voluntary to initiate or involuntary participate in such proceedings as Purchaser may deem necessary or desirable to protect Purchaser's interests. (d) There is no suit, action, or proceeding pending or threatened against or affecting Seller or the Premises before or by any court, administrative agency or other governmental or quasi-governmental authority, or which brings into question the validity of this Agreement or this transaction or which could adversely affect title to, or the development, use and enjoyment of, or value of the Premises. (e) Seller has not engaged in bankruptcy any financing transaction which would increase the real estate transfer taxes over the standard percentage due in a real estate transfer. (f) Seller has full power and authority to enter into and fulfill Seller's obligations under this Agreement and the execution, delivery and performance of this Agreement by the Seller constitutes a valid and binding obligation of the Seller enforceable in accordance with its terms. No consent, waiver, or pursuant to approval by any other debtor relief laws parties is required in connection with the execution and delivery by the Seller of this Agreement or with the performance by the Seller of its obligations hereunder or any instrument contemplated hereby. The execution, delivery and performance by Seller of its obligations under this Agreement will not conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulations, judgment, decree or order by which the Seller is bound, or by any of the provisions of any contract to which the Seller is a party or by which the Seller is bound or, if Seller is not an individual, by the Seller's partnership agreement or corporate charter or by-laws. (g) This Agreement and Seller's obligations hereunder are legal, valid and binding obligations of Seller, enforceable in accordance with their terms, and there are no claims or defenses, personal or otherwise, or offsets whatsoever to the enforceability or validity of this Agreement. (h) The Premises is located in an R-5 District, and Seller knows of no pending amendments to the pertinent sections of the zoning, subdivision or development ordinances of City or County of Philadelphia ("City") as of the date hereof. (i) Seller has not entered into any outstanding open space, "clean and green", Act 515, Act 319 or any other pay-back agreements, covenants or otherwise, applicable to or relating to the Premises. In the event Seller or any predecessor in title has entered into any such agreements or covenants, all roll-back taxes assessed against the Premises by virtue of the development or Purchaser's intended use of the Premises and all interest and penalties shall be borne by and be the responsibility of Seller and be paid at Closing. (j) Except as may be delineated on the Site Plan, the Premises is not located in a flood plain or other area designated by any governmental agency as wetlands. (k) Seller has as of the date of the Agreement, and will have as of the date of the Closing, good, marketable and indefeasible title to the Premises subject only to the matters set forth in this Agreement. (l) To Seller's knowledge, there are no Hazardous Substances (as defined below) stored, used or present in, or at the Premises. The Premises has never been used by the Seller, or to Seller's knowledge threatened against knowledge, by any previous owners or operators, to refine, produce, store, handle, transfer, process or transport Hazardous Substances. To Seller's knowledge, there has been no Release (as defined below), actual or threatened, of any Hazardous Substances by Seller or any other party including owners or operators of adjacent property at on, over, into, through or from the Property; Premises. To Seller's knowledge, there has been no Release of any Hazardous Substances for which Seller (dor, to Seller's knowledge, its predecessor in interest or successor in interest) is or may be liable. Seller has not received violated any written notice of any pending condemnation or similar proceeding affecting Environmental Law in the Land and Seller has not received any written notice and has no actual knowledge that any such proceeding is contemplated; (e) All ad valorem taxes applicable to the Property have been paid current through calendar year 2001; (f) No bills are outstanding which create -- or, after the Closing, may create -- a mechanics lien against all or any portion of the Property; (g) Seller has not received actual notice of any action, suit, proceeding or claim affecting the Property, or affecting Seller and relating to or arising out of any of any existing leases affecting the Property or the ownership, operation, use or occupancy of the Property by Seller pending or being prosecuted in any court or by or before any federal, state, county, or municipal department, commission, board, bureau or agency or other governmental instrumentality nor, to the actual knowledge of Seller, is any such action, suit, proceeding or claim threatened or being asserted; (h) Seller has no knowledge of any unrecorded instruments or agreements related to the Property, or its operation, which will survive the Closing, other than those which have been referred to in this Contract or have been or will be delivered to Purchaser with the Submission Matters or at Closing; (i) Seller has no knowledge that the Property has ever been used for the production, storage, deposit or disposal of any "hazardous or toxic materials" (as that term is defined in Section 4.4 above); (j) Seller has no knowledge that the Property or any part thereof is in violation of any law, ordinance or regulation of any governmental entity having jurisdiction over the Property; (k) Premises. To the best of Seller's knowledge, there have been no portion air emissions, or discharges to surface waters or groundwaters, of the Property has been designated by the U.S. Corps of Engineers, nor by the municipality in Hazardous Substances which the Property is located, as being in a "flood plain" or other flood-prone area; (l) To the best of Seller's knowledge, the Property is not located within a "water district" or other similar utility district; (m) Neither Seller nor, have occurred prior to the best date hereof. For purposes of Seller's knowledge, any of Seller's predecessors within the past five years, has claimed the benefit of any law permitting a special use valuation (such as agricultural" or "open space") for the purpose of obtaining an ad valorem tax rate lower than the nominal rate; (n) Seller is not a "foreign person" as that term is used in Section 1445 of the Internal Revenue Code of 1986, as amended; and (o) Assuming the truth and accuracy of Purchaser's representations contained in the Warrant Agreement (as defined in Section 11.17 below) that Purchaser is acquiring the Warrants (as defined in Section 11.17 below) as an investment and not with a view to the distribution thereof, the issuance and sale of the Warrants to Purchaser under the Warrant Agreement are exempt from the registration requirements of the Securities Act of 1933, as amended.this