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I) <br />12.. Eminent Domain If, prior to the Effective Closing Date, all or any part of the <br />Property is taken by eminent domain or if condemnation proceedings are commenced, which <br />would prevent the Property from being used for the purposes contemplated in this Contract, <br />Buyer shall have the option, by giving written notice to Seller, to terminate this Contract. If <br />Buyer does not so elect to terminate this Contract within ten (10) business days of receiving <br />notice of a condemnation proceeding, the Contract shall remain in full force and effect, and <br />Seller shall assign, transfer and set over to Buyer at the Closing all of Seller's right, title and <br />interest in and to any awards that may be made for such taking. <br />13 Representations and Warranties of Seller. In addition to the other warranties and <br />representations set forth in this Contract, Seller makes the following representations and <br />warranties to Buyer, each of which shall be deemed material: <br />a. The Property now is, and at the Closing will be, in full compliance with <br />applicable zoning and land use laws, and other local, state or federal laws and regulations and <br />Seller does not have actual knowledge of any proposed change (except as provided in this <br />Contract) in any such code, law or regulation which would interfere with the intended use of the <br />Property. <br />b. There will be no taxes, charges or assessments of any nature or description arising <br />out of the conduct of Seller's business or the operation of the Property which would constitute a <br />lien against the Property and that will be unpaid on the Effective Closing Date or not paid from <br />the Seller's Closing proceeds, except for the lien of ad valorem property taxes for the year in <br />which the Closing occurs. <br />c Seller is not a "foreign person" within the meaning of Section 1445 of the Internal <br />Revenue Code of 1986, as amended,. <br />d. All representations and warranties of Seller contained in this Contract will be true <br />and correct as of the Effective Closing Date. <br />14. Conditions to Buyer's Obligations. In addition to the other conditions set forth in <br />this Contract, the obligations and liabilities of Buyer shall in all respects be conditioned upon the <br />satisfaction of each of the following conditions prior to or simultaneously with the Closing, any <br />of which may be waived by written notice from Buyer to Seller: <br />a. Seller shall have delivered to Buyer all of the items required to be delivered under <br />this Contract in accordance with the terms of this Contract. <br />b, Seller shall have complied with and otherwise performed each of the covenants <br />and obligations of Seller required to be performed prior to the Closing Date in accordance with <br />the terms of set forth in this Contract, <br />C. All representations and warranties of Seller as set forth in this Contract shall be in <br />all respects true and correct as of the Effective Closing Date <br />15. Representations and Warranties of Buyer <br />3 <br />RTP 84406v7 <br />