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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 /> h • � <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 />