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

Seller’s Warranties and Representations. (a) Seller hereby warrants and represents that to the actual knowledge of the seller, without any independent investigation (which warranties and representations shall be effective as of the date of Closing) the following: That i) Seller has good, insurable and marketable title to the Property, free and clear of all liens, encumbrances and restrictive covenants other than zoning ordinances affecting said property and general utility easements serving the property. ii) there are no special assessments against or relating to the Property. iii) no goods or services have been contracted for or furnished to the Property which might give rise to any mechanic’s liens affecting all or any part of the Property. iv) Seller has not entered into any outstanding agreements of sale, leases, options or other rights of third parties to acquire an interest in the Property other than disclosed herein. Seller shall not further encumber the Property or allow an encumbrance upon the title to the Property, or modify the terms or conditions of any existing leases, contracts or encumbrances, if any, without the written consent of Buyer. Buyer acknowledges that Seller may encumber the Property provided that the encumbrance contains a provision that the Property will be released free and clear of encumbrance at or before closing for an amount less than the Purchase Price. v) Seller has not entered into any agreements with any state, county or local governmental authority or agency which are not of record with respect to the Property, other than those approved in writing by Xxxxx. vi) there are no encroachments upon the Property. vii) there are no deed restrictions or covenants that affect or apply to the Property. viii) Seller has full power to sell, convey, transfer and assign the Property on behalf of all parties having an interest therein. ix) Seller has disclosed to Buyer any and all known conditions of a material nature with respect to the Property which may affect the health or safety of any tenant or occupant of the Property or the use of the Property for the purposes intended by Buyer. x) to the best of Seller’s knowledge, no investigation, administrative order, consent order or agreement, litigation or settlement with respect to hazardous materials or hazardous materials contamination is proposed, threatened, anticipated, or in existence with respect to the Property and Seller has not received any notice of violation or any laws, rules or regulations regulating hazardous materials or any request for information from any federal, state or local governmental authority concerning hazardous materials and hazardous materials contamination on the Property. The Property neither is currently on, nor has the Property ever been on, any federal or state “Superfund” or “Superlien” list. xi) the Property contains no burial ground, burial object or cemetery as defined in O.C.G.A. § 36-72-2 which would subject the Property to the provisions of the Abandoned Cemeteries and Burial Grounds Act (O.C.G.A. § 36-72-1 et seq.). There are no burial grounds, burial objects, cemeteries, sites or structures of historical significance located on or in such close proximity to the Property that development of the Property would be restricted or require any special approval. xii) the execution nor delivery of this Agreement or the consummation of the transactions completed by this Agreement will (i) conflict with or result in a breach of the terms, conditions, or provisions of or constitute a default under any agreement or instrument to which Seller is a party; or (ii) violate any restriction to which Seller is subject; or (iii) result in the creation of any lien, charge, or encumbrance on the Property. The purchase of the Property is contingent upon the substantial accuracy of the Seller’s material representations and warranties.

Seller’s Warranties and Representations. (a) Seller hereby warrants and represents that to the actual knowledge of the sellerSeller, without any independent investigation (which warranties and representations shall be effective as of the date of Closing) the following: That i) Seller has good, insurable and marketable title to the Property, free and clear of all liens, encumbrances and restrictive covenants other than zoning ordinances affecting said property Property and recorded general utility easements easements, restrictions and covenants serving or affecting the propertyProperty. ii) there are no special assessments against or relating to the Property. iii) no goods or services have been contracted for or furnished to the Property which might give rise to any mechanic’s liens affecting all or any part of the Property. iv) Seller has not entered into any outstanding agreements of sale, leases, options options, or other rights of third parties to acquire an interest in the Property other than disclosed herein. Seller shall not further encumber the Property or allow an encumbrance upon the title to the Property, Property or modify the terms or conditions of any existing leases, contracts or encumbrances, if any, without the written consent of Buyer. Buyer acknowledges that Seller may encumber the Property provided that the encumbrance contains a provision that the Property will be released free and clear of encumbrance at or before closing for an amount less than the Purchase Price. v) Seller has not entered into any agreements with any state, county or local governmental authority or agency which are not of record with respect to the Property, other than those approved in writing by Xxxxx. vi) there are no encroachments upon the Property. vii) there are no deed restrictions or covenants that affect or apply to the Property. viii) Seller has full power to sell, convey, transfer and assign the Property on behalf of all parties having an interest therein. ix) Seller has disclosed to Buyer any and all known conditions of a material nature with respect to the Property which may affect the health or safety of any tenant or occupant of the Property or the use of the Property for the purposes intended by Buyer. x) to To the best of Seller’s knowledge, no investigation, administrative order, consent order or agreement, litigation or settlement with respect to hazardous materials or hazardous materials contamination is proposed, threatened, anticipated, or in existence with respect to the Property and Seller has not received any notice of violation or any laws, rules or regulations regulating hazardous materials or any request for information from any federal, state or local governmental authority concerning hazardous materials and hazardous materials contamination on the Property. The Property neither is currently on, nor has the Property ever been on, any federal or state “Superfund” or “Superlien” list. xi) the Property contains no burial ground, burial object or cemetery as defined in O.C.G.A. § 36-72-2 which would subject the Property to the provisions of the Abandoned Cemeteries and Burial Grounds Act (O.C.G.A. § 36-72-1 et seq.). There are no burial grounds, burial objects, cemeteries, sites or structures of historical significance located on or in such close proximity to the Property that development of the Property would be restricted or require any special approval. xii) the execution nor delivery of this Agreement or the consummation of the transactions completed by this Agreement will not (i) conflict with or result in a breach of the terms, conditions, or provisions of or constitute a default under any agreement or instrument to which Seller is a party; or (ii) violate any restriction to which Seller is subject; or (iii) result in the creation of any lien, charge, or encumbrance on the Property. The purchase of the Property is contingent upon the substantial accuracy of the Seller’s material representations and warranties.

Seller’s Warranties and Representations. (a) 4.8.1 Seller hereby represents and warrants to Buyer that the following statements are true and represents that to the actual knowledge of the seller, without any independent investigation (which warranties and representations shall be effective correct as of the date of Closing) the following: That i) Seller has goodthis Agreement, insurable and marketable title to the Property, free shall be true and clear of all liens, encumbrances and restrictive covenants other than zoning ordinances affecting said property and general utility easements serving the property. ii) there are no special assessments against or relating to the Property. iii) no goods or services have been contracted for or furnished to the Property which might give rise to any mechanic’s liens affecting all or any part correct as of the Property. iv) Seller has not entered into any outstanding agreements Close of saleEscrow, leases, options or other rights and the truth and accuracy of third parties such statements shall constitute a condition to acquire an interest in the Property other than disclosed herein. Seller shall not further encumber the Property or allow an encumbrance upon the title to the Property, or modify the terms or conditions of any existing leases, contracts or encumbrances, if any, without the written consent all of Buyer. Buyer acknowledges that Seller may encumber ’s obligations under this Agreement: A. The sale of the Project Property provided that the encumbrance contains a provision that the Property will be released free has been authorized by appropriate action of Seller; B. The person(s) who have executed this Agreement and clear of encumbrance at or before closing for an amount less than the Purchase Price. v) Seller has not entered into any agreements with any state, county or local governmental authority or agency which are not of record with respect to the Property, other than those approved in writing by Xxxxx. vi) there are no encroachments upon the Property. vii) there are no deed restrictions or covenants that affect or apply to the Property. viii) Seller has full power to sell, convey, transfer and assign the Property instruments required under this agreement on behalf of all parties having an interest therein.Seller have been, or will be, duly authorized to execute the same on Seller’s behalf and no other persons are required to execute this Agreement on behalf of Seller; ix) C. The entering into and consummation of this Agreement by Seller has disclosed to Buyer will not constitute or result in Seller’s default under any and all known conditions of a material nature with respect to the Property other contract by which may affect the health or safety of any tenant or occupant of the Property Seller or the use of the Project Property for the purposes intended by Buyer.are bound; x) to D. To the best of Seller’s knowledge, there are no investigationother agreements, leases or contracts affecting the Project Property that cannot be canceled upon 30 day notice. E. Seller shall furnish a grant deed and Policy of Title Insurance showing good and marketable title in fee to the Project Property free and clear of all liens and encumbrances. F. No lawsuits, administrative order, consent order proceedings or agreement, litigation violations pending or settlement with respect to hazardous materials or hazardous materials contamination is proposed, threatened, anticipated, or threatened exist in existence with respect relationship to the Property and Seller has not received any notice of violation or any laws, rules or regulations regulating hazardous materials or any request for information from any federal, state or local governmental authority concerning hazardous materials and hazardous materials contamination on the Project Property. The Property neither is currently on, nor has the Property ever been on, any federal or state “Superfund” or “Superlien” list. xi) the Property contains no burial groundG. The execution, burial object or cemetery as defined in O.C.G.A. § 36-72-2 which would subject the Property to the provisions of the Abandoned Cemeteries delivery and Burial Grounds Act (O.C.G.A. § 36-72-1 et seq.). There are no burial grounds, burial objects, cemeteries, sites or structures of historical significance located on or in such close proximity to the Property that development of the Property would be restricted or require any special approval. xii) the execution nor delivery performance of this Agreement does not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any governmental authority or any third party. Seller knows of no reason why all the consents, approvals and authorizations necessary for the consummation of the transactions completed contemplated by this Agreement will (i) conflict with not be received. H. Except as otherwise indicated in any Environmental Assessment reports obtained by Buyer or result otherwise disclosed to Buyer below, Seller has, during the time that Seller has been in a breach possession of the terms, conditions, or provisions of or constitute a default under Project Property complied with all Environmental Laws and has not released any agreement or instrument to which Seller is a party; or (ii) violate any restriction to which Seller is subject; or (iii) result in the creation of any lien, charge, or encumbrance Hazardous Substances on the Project Property. The purchase of the Property is contingent upon the substantial accuracy of the Seller’s material representations and warranties.

Seller’s Warranties and Representations. The SELLER warrants and represents to BUYER with knowledge the BUYER shall rely on same to enter into this transaction, each and all of the foregoing: (a) That the Seller hereby warrants owns all and represents that singular the assets being sold hereunder and has full marketable title to same. (b) That the Seller has full right and authority to enter into this agreement and right to perform and sell hereunder. (c) That there are no known eminent domain, condemnation or eviction proceedings affecting the premises area containing the business or any of its common areas. (d) That at the time of the sale, all fixtures, office equipment, other equipment, air conditioners, heating equipment and other apparatus shall be in good working order at the time of passing. (e) That seller does not have any undisclosed liabilities which have not heretofore been paid and discharged, except (a) to the actual knowledge extent disclosed in this Agreement or in any schedule annexed to this Agreement if such liabilities are to be assumed by the Buyer; (b) those liabilities to be paid by Seller at the closing from the proceeds of the seller, without any independent investigation transaction described in this Agreement; (which warranties and representations shall c) those liabilities to be effective as paid by the Seller subsequent to the closing for continuing obligations of the date of Closing) the following: ThatSeller. i(f) Seller has good, insurable timely filed with the appropriate Federal and marketable title State governmental agencies all tax returns and tax reports required to the Property, free be filed by it including sales tax returns and clear of all liens, encumbrances and restrictive covenants other than zoning ordinances affecting said property and general utility easements serving the property. ii) there are no special assessments against or relating to the Property. iii) no goods or services have been contracted for or furnished to the Property which might give rise to any mechanic’s liens affecting all or any part of the Property. iv) reports. Seller has not entered into any outstanding agreements of salepaid all taxes, leasesassessments, options or fees and other rights of third parties to acquire an interest in the Property other than disclosed herein. Seller shall not further encumber the Property or allow an encumbrance governmental charges levied upon the title to the Property, or modify the terms or conditions of any existing leases, contracts or encumbrances, if any, without the written consent of Buyer. Buyer acknowledges that Seller may encumber the Property provided that the encumbrance contains a provision that the Property will be released free its assets and clear of encumbrance at or before closing for an amount less than the Purchase Price. v) Seller has not entered into any agreements with any state, county or local governmental authority or agency which are not of record with respect to the Propertyincome, other than those approved in writing not yet due and payable or delinquent which Seller will pay before delinquency. Seller has not had its federal income tax returns audited by Xxxxxthe Internal Revenue Service, nor has it had a State of Georgia state sales tax audit within the last two fiscal years preceding the date of this agreement. vi) there are no encroachments upon the Property. vii) there are no deed restrictions or covenants that affect or apply to the Property. viii(g) Seller has full power to sellno litigation, conveyincluding any arbitration investigation or other proceeding of or before any court, transfer and assign the Property on behalf of all parties having an interest therein. ix) Seller has disclosed to Buyer any and all known conditions of a material nature with respect to the Property which may affect the health arbitrator, or safety of any tenant governmental or occupant of the Property regulatory official body or the use of the Property for the purposes intended by Buyer. x) authority pending or to the best of Seller’s knowledge, no investigation, administrative order, consent order or agreement, litigation or settlement with respect to hazardous materials or hazardous materials contamination is proposed, threatened, anticipated, or in existence with respect to the Property and Seller has not received any notice of violation or any laws, rules or regulations regulating hazardous materials or any request for information from any federal, state or local governmental authority concerning hazardous materials and hazardous materials contamination on the Property. The Property neither is currently on, nor has the Property ever been on, any federal or state “Superfund” or “Superlien” list. xi) the Property contains no burial ground, burial object or cemetery as defined in O.C.G.A. § 36-72-2 which would subject the Property to the provisions of the Abandoned Cemeteries and Burial Grounds Act (O.C.G.A. § 36-72-1 et seq.). There are no burial grounds, burial objects, cemeteries, sites or structures of historical significance located on or in such close proximity to the Property that development of the Property would be restricted or require any special approval. xii) the execution nor delivery of this Agreement or the consummation of the transactions completed by this Agreement will (i) conflict with or result in a breach of the terms, conditions, or provisions of or constitute a default under any agreement or instrument to which Seller is a party; or (ii) violate any restriction to which Seller is subject; or (iii) result in the creation of any lien, charge, or encumbrance on the Property. The purchase of the Property is contingent upon the substantial accuracy knowledge of the Seller’s material , threatened against Seller or which relates to the Seller's Assets or the transactions contemplated by this Agreement, nor does the Seller know of any reasonable likely basis for any such litigation, the result of which could adversely affect Seller, its Assets or the transactions contemplated hereby. (h) No representations and warrantiesor warranty by Seller in this Agreement, or any documents provided hereunder, contains or will contain any untrue statement or omits or will omit to state any material fact necessary to make the statements contained herein not misleading.

Seller’s Warranties and Representations. In order to induce Buyer to enter into this Agreement and to purchase the Property, Seller makes the warranties and representations to the best of its knowledge and belief below, which shall be true and correct as of the Effective Date and the Closing Date, and shall specifically survive Closing for nine (9) months and shall not be merged into the Deed: (a) Seller hereby warrants and represents that to the actual knowledge of the seller, without any independent investigation (which warranties and representations shall be effective as of the date of Closing) the following: That i) Seller has good, insurable and marketable fee simple title to the PropertyProperty and the power to convey same to Buyer, free and clear of all liens, encumbrances and restrictive covenants defects, encumbrances, conditions, exceptions, restrictions or other than zoning ordinances matters whatsoever, affecting said property and general utility easements serving the property. ii) there are no special assessments against or relating title to the Property. iii) , except for matters that would be reflected on a current survey and those matters set forth in the Title Commitment. Other than Buyer under this Agreement, no goods other person has any right or services have been contracted for or furnished option to the Property which might give rise to any mechanic’s liens affecting purchase all or any part of the Property. iv(b) There is no litigation or other legal or administrative proceeding pending, including, without limitation, code enforcement, environmental or condemnation, or, to Seller’s knowledge, threatened against or relating to Seller or any of the Property. (c) No special assessments have been levied or imposed against the Property and to Seller’s knowledge, none are pending, threatened, anticipated or contemplated, and no site or area improvements have been constructed or installed by any public authority, the cost of which may be assessed in whole or in part against any part of the Property. (d) Seller has not entered into filed, voluntarily or involuntarily, for bankruptcy relief under the United States Bankruptcy Code, nor has any outstanding agreements of sale, leases, options petition for bankruptcy or other rights of third parties to acquire an interest in the Property other than disclosed herein. Seller shall not further encumber the Property or allow an encumbrance upon the title to the Property, or modify the terms or conditions of any existing leases, contracts or encumbrances, if any, without the written consent of Buyer. Buyer acknowledges that Seller may encumber the Property provided that the encumbrance contains a provision that the Property will be released free and clear of encumbrance at or before closing for an amount less than the Purchase Pricereceivership been filed against Seller. v(e) Seller has not entered into any agreements with any state, county or local governmental authority or agency which are not of record with respect to the Property, other than those approved in writing by Xxxxx. vi) there are no encroachments upon the Property. vii) there are no deed restrictions or covenants that affect or apply to the Property. viii) Seller has full power to sell, convey, transfer and assign the Property on behalf of all parties having an interest therein. ix) Seller has disclosed to Buyer any and all known conditions of a material nature with respect to the Property which may affect the health or safety of any tenant or occupant of the Property or the use of the Property for the purposes intended by Buyer. x) to the best of To Seller’s knowledge, there are no investigationHazardous Materials on, administrative order, consent order about or agreement, litigation or settlement with respect to hazardous materials or hazardous materials contamination is proposed, threatened, anticipated, or in existence with respect to under the Property and the Property has not been used to generate, manufacture, refine, transport, treat, store, handle or dispose of Hazardous Materials; Seller has not received and is not aware of any notice of violation summons, citation, directive, letter or any laws, rules or regulations regulating hazardous materials or any request for information other communication from any federalgovernment entity concerning any intentional or unintentional action or omission which resulted in the releasing, state spilling, leaking, pumping, pouring, emitting, emptying or local governmental authority concerning hazardous materials and hazardous materials contamination dumping of Hazardous Material on the Property. The Property neither is currently on, nor has the Property ever been on, any federal or state “Superfund” or “Superlien” list. xi) the Property contains no burial ground, burial object or cemetery as defined in O.C.G.A. § 36-72-2 which would subject the Property to the provisions of the Abandoned Cemeteries ; and Burial Grounds Act (O.C.G.A. § 36-72-1 et seq.). There are no burial grounds, burial objects, cemeteries, sites or structures of historical significance located on or in such close proximity to the Property that development of the Property would be restricted or require any special approval. xii) the execution nor delivery of this Agreement or the consummation of the transactions completed by this Agreement will (i) conflict with or result in a breach of the terms, conditions, or provisions of or constitute a default under any agreement or instrument to which Seller is a party; or (ii) violate any restriction to which Seller is subject; or (iii) result in the creation of any lien, charge, or encumbrance on the Property. The purchase of the Property is contingent upon not currently subject to any lien related to any environmental matter. For purposes of this representation “Hazardous Materials” and “Environmental Laws” shall have the substantial accuracy of the Seller’s material representations and warranties.following meanings:

Seller’s Warranties and Representations. 8.1 Seller hereby covenants, warrants, and represents: (a) Seller hereby warrants and represents that to the actual knowledge of the seller, without any independent investigation (which warranties and representations shall be effective as As of the date of Closing) the following: That i) Seller has goodexecuted this Agreement, insurable and marketable title to the Property, free and clear of all liens, encumbrances and restrictive covenants other than zoning ordinances affecting said property and general utility easements serving the property. ii) there are is no special assessments against or relating to the Property. iii) no goods or services have been contracted for or furnished to the Property which might give rise to any mechanic’s liens affecting all or any part of the Property. iv) Seller has not entered into any outstanding agreements of sale, leases, options or other rights of third parties to acquire an interest in the Property other than disclosed herein. Seller shall not further encumber the Property or allow an encumbrance upon the title to the Propertycurrent, or modify the terms or conditions of any existing leases, contracts or encumbrances, if any, without the written consent of Buyer. Buyer acknowledges that Seller may encumber the Property provided that the encumbrance contains a provision that the Property will be released free and clear of encumbrance at or before closing for an amount less than the Purchase Price. v) Seller has not entered into any agreements with any state, county or local governmental authority or agency which are not of record with respect to the Property, other than those approved in writing by Xxxxx. vi) there are no encroachments upon the Property. vii) there are no deed restrictions or covenants that affect or apply to the Property. viii) Seller has full power to sell, convey, transfer and assign the Property on behalf of all parties having an interest therein. ix) Seller has disclosed to Buyer any and all known conditions of a material nature with respect to the Property which may affect the health or safety of any tenant or occupant of the Property or the use of the Property for the purposes intended by Buyer. x) to the best of Seller’s knowledge threatened, litigation, condemnation, foreclosure action, or other proceeding affecting the Property, or any part thereof. (b) As of the date Seller executed this Agreement, there are no agreements to which Seller is a party or otherwise bound (whether oral or written) to the best knowledge and belief of Seller restricting development, construction, or operation of the Property as a retail shopping center. (c) To Seller’s knowledge, no investigationimprovements made to adjoining property encroaches upon said Property. (d) The Property has not been classified under any designation authorized by law to obtain a special low ad valorem tax rate or receive either an abatement or deferment of ad valorem taxes which, administrative orderin such case, consent order or agreementwill result in additional, litigation or settlement with respect to hazardous materials or hazardous materials contamination is proposed, threatened, anticipatedcatch-up, or adjustment in existence with respect future ad valorem taxes in order to recover the amounts previously abated or deferred; and all improvements made by any local governmental authority that now benefit or will benefit the Property upon completion have been assessed against the Property as of the Effective Date. (e) The Leases and Guarantees, including amendments thereto and, to Seller’s knowledge, all other documents delivered or to be delivered to Purchaser pursuant to this Agreement are true and correct copies of originals and any and all information supplied to Purchaser by Seller is and will be true, complete and accurate. (f) To Seller’s knowledge as of the date Seller executed this Agreement, unless revealed in the documents delivered by Seller to Purchaser, there are no Hazardous Materials or Solid Wastes or underground storage tanks, nor have been nor are there any currently, on, under or about the Property. The term “Hazardous Materials” as used in this Agreement shall mean unlawful quantities of hazardous substances, hazardous waste, hazardous materials, pollutants, contaminants, or toxic substances within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; The Toxic Substances Control Act, 15 U.S.C. Section 2601, et seq.: hazardous chemicals, as defined under OSHA’s hazard communication standard, 29 C.F.R. , Section 1910.1200; and those substances defined as hazardous wastes or as hazardous substances under the laws of the State of Ohio; and in the regulations adopted, published and/or promulgated pursuant to such laws or in substitution or amendment of such laws. The term “Solid Wastes” as used in this Agreement shall mean “Solid Wastes” as defined in the Resource Conservation and Recovery Act or under the laws of the State of Ohio. Seller has not received any written notice of violation or any laws, rules or regulations regulating hazardous materials or any request for information from any federalgovernmental agency or private or public entity advising that Seller is responsible for or potentially responsible for response costs or response actions with respect to a release, state a threatened release or local governmental authority concerning hazardous materials and hazardous materials contamination on the Property. The Property neither is currently onclean-up of substances produced by, nor has the Property ever been onor resulting from, any federal business, commercial or state “Superfund” industrial activities, operations or “Superlien” list. xi) the Property contains no burial ground, burial object or cemetery as defined in O.C.G.A. § 36-72-2 which would subject the Property to the provisions of the Abandoned Cemeteries and Burial Grounds Act (O.C.G.A. § 36-72-1 et seq.). There are no burial grounds, burial objects, cemeteries, sites or structures of historical significance located on or in such close proximity processes related to the Property that development of Seller or predecessors of Seller. Seller will indemnify, defend and hold harmless Purchaser and its officers, employees, contractors, agents, members, representatives, successors and assigns from and against any losses arising out of or relating to Hazardous Materials placed upon the Property would be restricted by Seller on or require any special approvalprior to the Closing Date. xii) the execution nor delivery of this Agreement or the consummation of the transactions completed by this Agreement will (i) conflict with or result in a breach of the terms, conditions, or provisions of or constitute a default under any agreement or instrument to which Seller is a party; or (ii) violate any restriction to which Seller is subject; or (iii) result in the creation of any lien, charge, or encumbrance on the Property. The purchase of the Property is contingent upon the substantial accuracy of the Seller’s material representations and warranties.

Seller’s Warranties and Representations. (a) Seller hereby warrants warrants, represents and represents that to the actual knowledge of the seller, without any independent investigation covenants (which warranties warranties, representations and representations covenants shall be effective as of the date of ClosingEffective Date and the Closing Date) the following: That: (i) Seller has good, insurable and marketable title to the Property, free and clear of all liens, encumbrances and restrictive covenants other than zoning ordinances affecting said property the Property, those matters identified in Exhibit B attached hereto and incorporated herein by reference, and general utility easements serving the propertyProperty. (ii) there are no special assessments against or relating to the Property; and to the actual knowledge of Seller, no assessments for public improvements have been made against the Property which are unpaid, including without limitation, those for construction of sewer and water lines, streets, sidewalks and curbs; and Seller has not received any notice of any possible future improvements that might create an assessment against any part of the Property. (iii) no goods or services have been contracted for or furnished to the Property which might give rise to any mechanic’s liens affecting all or any part of the Property. (iv) Seller has not entered into any outstanding agreements of sale, leases, options or other rights of third parties to acquire an interest in the Property other than disclosed herein. There are no agreements to which Seller is a party, or to the best of Seller's knowledge, binding on Seller which is in conflict with this Contract. There is no action or proceeding pending or, to Seller's knowledge, threatened against the Property, including condemnation proceedings, or against the Seller which challenges or impairs Seller's ability to execute or perform its obligations under this Contract. (v) Seller shall not further encumber the Property or allow an encumbrance upon the title to the Property, Property or modify the terms or conditions of any existing leases, contracts or encumbrances, if any, without the written consent of Buyer. Buyer acknowledges that Seller may encumber the Property provided that the encumbrance contains a provision that the Property will be released free and clear of encumbrance at or before closing for an amount less than the Purchase Price. v(vi) Seller shall not enter into or accept any other agreements or contracts for the sale or conveyance of the Property; (vii) Seller has not entered into any agreements with any state, county or local governmental authority or agency which are not of record with respect to the Propertyagency, other than those approved disclosed in writing by Xxxxxto Buyer. vi(viii) there are no encroachments upon the Property. vii) there are no deed restrictions or covenants that affect or apply to the Property. viii) Seller has full power to sell, convey, transfer and assign the Property on behalf of all parties having an interest therein. ix) Seller has disclosed to Buyer any and all known conditions of a material nature with respect to the Property which may affect the health or safety of any tenant or occupant of the Property or the use of the Property for the purposes intended by Buyer. x) to the best of Seller’s knowledge, no investigation, administrative order, consent order or agreement, litigation or settlement with respect to hazardous materials or hazardous materials contamination is proposed, threatened, anticipated, or in existence with respect to the Property and Seller has not received any notice of violation or any laws, rules or regulations regulating hazardous materials or any request for information from any federal, state or local governmental authority concerning hazardous materials and hazardous materials contamination on the Property. The Property neither is currently on, nor has the Property ever been on, any federal or state “Superfund” or “Superlien” list. xi) the Property contains no burial ground, burial object or cemetery as defined in O.C.G.A. § 36-72-2 which would subject the Property to the provisions of the Abandoned Cemeteries and Burial Grounds Act (O.C.G.A. § 36-72-1 et seq.). There are no burial grounds, burial objects, cemeteries, sites or structures of historical significance located on or in such close proximity to the Property that development of the Property would be restricted or require any special approval. xii) the execution nor delivery of this Agreement or the consummation of the transactions completed by this Agreement will (i) conflict with or result in a breach of the terms, conditions, or provisions of or constitute a default under any agreement or instrument to which Seller is a party; or (ii) violate any restriction to which Seller is subject; or (iii) result in the creation of any lien, charge, or encumbrance on the Property. The purchase of the Property is contingent upon the substantial accuracy of the Seller’s material representations and warranties.