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11 <br /> 4.2 Subdivision Plat. Seller, at its sole cost and expense, shall have a subdivision plat <br /> prepared by a licensed surveyor, approved by all relevant governmental agencies, and recorded in the <br /> Orange County Registry("Subdivision Plat").The Subdivision plat shall be provided to,and approved by, <br /> Buyer prior to recording as provided in Section 6.4.The Subdivision Plat shall clearly define the boundaries <br /> of the Property as a single tax parcel, include no encroachments, gaps, or other title defects, and locate the <br /> placement of all existing utility lines and infrastructure that will serve the Property. <br /> ARTICLE V <br /> Representations,Warranties and Covenants <br /> 5.1 Representations and Warranties of Seller. Seller represents and warrants to Buyer that: <br /> 5.1.1 Seller is a business corporation, duly organized, validly existing and in good <br /> standing under the laws of the State of North Carolina. <br /> 5.1.2 Seller has the power and authority,and has obtained all consents required,to enter <br /> into this Contract and to consummate the sale of the Property in accordance with the terms of this Contract. <br /> 5.1.3 This Contract has been, and all of the documents to be delivered by Seller at <br /> Closing will be, executed by an individual authorized to do so on behalf of Seller; and this Contract <br /> constitutes, and those documents will constitute,the valid and binding obligations of Seller, enforceable in <br /> accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or <br /> reorganization laws or applicable principles of equity. <br /> 5.1.4 There are no pending or, to Seller's knowledge, threatened actions, suits or <br /> proceedings affecting Seller or the Property and Seller is not aware of any facts which might result in any <br /> such action, suit or other proceeding. <br /> 5.1.5 Seller has complied with all Applicable Laws affecting the Property;performance <br /> of the Agreement will not result in the breach of, constitute any default under or result in the imposition of <br /> any lien or encumbrance upon the Property under any agreement or other instrument to which Seller is a <br /> party or by which Seller or the Property is bound. <br /> 5.1.6 Seller has received no written notice of any violation or potential violation of any <br /> Applicable Laws,permits, or any private restrictive covenants affecting the Property. <br /> 5.1.7 There are no agreements affecting the Property or Seller that would be binding on <br /> Buyer after Closing other than matters of record in the Orange County Register of Deeds. <br /> 5.1.8 There are no options or other agreements of any kind which have not been waived <br /> and terminated,and Seller has no knowledge of any purchase contracts,options or other agreements of any <br /> kind whereby any third party will have acquired or will have any right to acquire title or interest to all or <br /> any portion of the Property. <br /> 5.1.9 Seller has not filed,and does not have any present intent to file,a voluntary petition <br /> under the Bankruptcy Code or similar state law, and has not sought, and does not have any present intent <br /> to seek protection or similar relief for debtors under any federal or state insolvency laws; and no petition in <br /> any action or proceeding under the Bankruptcy Code or any similar state law has been filed against Seller, <br /> and Seller has not made any assignment for the benefit of creditors or consented to the appointment of a <br /> receiver or trustee for all or any part of its property. <br /> 6 <br />