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<br /> 12 . RIGHT OF ENTRY AND INSPECTION . During the period of time this Option remains in effect, Buyer
<br /> shall have the right, at its expense , to enter upon the Property at reasonable times to conduct an
<br /> environmental inspection and assessment to detect hazardous or toxic substances , to have the title to the
<br /> Property examined , and for other reasonable purposes related to this transaction . Buyer shall give notice
<br /> in writing to Seller of any defects and objections to the title and Seller shall clear the title of defects and
<br /> objections so specified within forty-five (45 ) days after notice thereof. In the event Seller cannot correct
<br /> defects in or objections to the title so as to be able to deliver good and merchantable title free and clear of
<br /> all liens , encumbrances , restrictions , and easements , Buyer may , at its election , cancel this Option , in
<br /> which case the consideration paid for this Option shall be refunded . Based upon the results of the
<br /> environmental inspection and assessment , the Buyer may elect to refuse to accept the conservation
<br /> easement, in which case consideration paid for this Option shall be refunded .
<br /> 13 , SELLER ' S REPRESENTATIONS AND WARRANTIES . The Seller hereby warrants and represents
<br /> to Buyer the following matters and agrees to indemnify , defend and hold Buyer harmless from any loss or
<br /> liability relating to these matters , with the intent that these representations , warranties and indemnities
<br /> shall survive closing .
<br /> a . Title to the Property/Authority . Seller is the sole legal owner of the Property in fee simple . The
<br /> Property is not now subject to any written option or agreement of sale . To the best of Seller' s
<br /> knowledge and belief, the Property is not now subject to any claim or legal proceeding except as
<br /> set forth herein . Seller has the full power and authority to execute this Option and all agreements
<br /> and documents referred to in this Option and to fully perform as required by this Option .
<br /> b . Condition of Property . Seller is not aware of any facts that would have adverse effect on the
<br /> efficacy of the Conservation Easements in protecting the conservation values set forth in the
<br /> Conservation Easements .
<br /> c . Hazardous Materials , The Property is not now nor, to the best of the knowledge and belief of the
<br /> Seller, has it ever been used for the manufacture , use , storage or disposal of any hazardous or
<br /> toxic substance , material or waste within the meaning of any applicable environmental statute ,
<br /> ordinance , or regulation . No hazardous or toxic substance , material or waste , including without
<br /> limitation asbestos or material Containing or producing polychlorinated biphenyls ( PCBs ) , is
<br /> presently stored or located on the Property at levels greater than natural background
<br /> concentrations , The Property is not subject to any " superfund " or similar lien or any claim by any
<br /> government regulatory agency or third party related to the release or threatened release of any
<br /> hazardous or toxic substance , material , or waste .
<br /> d , No Condemnation . There are no condemnation proceedings pending with regard to any portion
<br /> of the Property and Seller does not know of or have reason to know of any proposed
<br /> condemnation proceedings with regard to any portion of the Property .
<br /> e . Non foreign Status . To inform Buyer that withholding of tax is not required under Section 1445 of
<br /> the Internal Revenue Code and under penalties of perjury , Seller hereby certifies that Seller is not
<br /> a non -resident alien or a foreign corporation , foreign partnership , foreign trust or foreign estate as
<br /> those terms are defined for purposes of federal income tax law. Seller understands that this
<br /> certification may be disclosed to the Internal Revenue Service and that any false statement made
<br /> could be punished by fines , imprisonment, or both .
<br /> f. No brokers . Seller represents that they have not engaged the services of a real estate broker in
<br /> the sale or purchase , respectively , of any interest in this Property , and agree to indemnify Buyer
<br /> from all such claims or liabilities resulting therefrom . j
<br /> 14 . NOTICE . Any notice , consent or other communication permitted or required by this Option shall be in
<br /> writing , and shall be given to the applicable party , at the address set forth below , in the following manner.
<br /> (a ) personal delivery , ( b) reputable overnight delivery service with proof of delivery , or (c) United States
<br /> Mail , postage prepaid , registered or certified mail , return receipt requested . Each such notice shall be
<br /> deemed to have been given upon receipt or refusal to accept delivery . Unless and until changed by
<br /> written notice to the other party hereto , the addresses for notices given pursuant to this Option shall be
<br /> the addresses listed for each party in Paragraph A of the Recitals above .
<br /> 1' 3 � 5
<br /> Revised 1 /23 /2019
<br /> NCDA& CS ADFPTF
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