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proceedings against the Real Property or any portion thereof at any time between the Date of Agreement and
<br />the Closing Date, Seller shall immediately notify Purchaser in writing, and Purchaser shall elect within ten
<br />(10) days from and after such notice either: {a) to terminate this Agreement, in which event the Earnest
<br />A•~Ioney shall be returned to Purchaser and this Agreement shall terminate and be of no further farce and
<br />effect; ar (b) to close the transaction contemplated by this Agreement in accordance with the terms hereof but
<br />subject to such proceedings, in which event the Purchase Price shall not Ue reduced and Seller shall assign to
<br />Purchaser all of Seller's rights in any condemnation award or proceeds. Purchaser shall deliver notice of its
<br />election to Seller in writing. If Purchaser does not make its election within the aforesaid time period,
<br />Purchaser shall be deemed to have elected to close the transaction contemplated hereby in accordance with
<br />clause (b} above.
<br />SECTIQN 9. Representations and Warranties of Seller. Seller represents and warrants to
<br />Seller (each of which representations and warranties shall be true as of the Date of Agreement and as of the
<br />Closing) as follows:
<br />9.01 Seller is a limited liability company duly organized, validly existing and in good
<br />standing in accordance with the laws of the State of North Carolina. Seller has full right, power and authority
<br />to enter into this Agreement anct to consummate the sale contemplated herein, all required action necessary to
<br />authorize Seller to enter into this Agreement and to consummate the sale contemplated herein has been taken,
<br />and the joinder of na person ar entity other than Seller will be necessary to convey the Property fully and
<br />completely to Purchaser at Closing.
<br />9.02 There are no adverse or other parties in possession of the Property or of any part
<br />thereof. Na person has been granted any license, lease ar other right relating to the use or possession of the
<br />Properly or of any part thereof.
<br />9.03 To the best of Seller's knowledge, there is na action, suit ar proceedings pending ar
<br />threatened against ar affecting the Property or any part thereof, or relating to or arising out of Seller's
<br />ownership of the Property or any part thereof, or by any federal, state, county ar municipal department,
<br />commission, board, bureau ar agency ar other governmental instrumentality, nor is there any attachment,
<br />execution, assignment for the benefit of creditors or voluntary or im~oluntary proceeding in bankruptcy or
<br />under other debtor relief laws contemplated by or pending or threatened against Seller ar the Property.
<br />9.04 There exist no contracts, service agreements or obligations affecting the Property
<br />which are in addition to or different from those which have been furnished or otherwise disclosed to
<br />Purchaser.
<br />9.05 Seller has no knowledge of any release, discharge or storage of any Hazardous
<br />Material an or upon the Real Properly or any part thereof in violation of any Environmental Laws. Seller will
<br />not permit, suffer ar allow any such Hazardous Material to be released, discharged or stored upon the Real
<br />Property or any part thereof in violation of any Environmental Laws at any time prior to Closing.
<br />Far purposes of this Agreement, Hazardous Materials means and includes petroleum,
<br />petroleum byproducts, {including, but not limited to,) crude oil, diesel oil, fuel oil, gasoline, lubrication ail,
<br />oil refuse, ail mixed with other waste, oil sludge, and all other liquid hydrocarbons, regardless of specific
<br />gratrity, natural or synthetic gas products, asbestos, PCB, and/or any hazardous substance or material, waste,
<br />pollutant or contaminant, defined as such in (or far the purposes of} any Environmental Laws. Far purposes
<br />of this Agreement, Enti°ironmental Laws means the Comprehensive Environmental Response, Compensation
<br />and Liability Act as amended, the Resource Conservation Recovery Act as amended, the Clean Air Act, the
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