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<br />If any of the contin~encies set forth above are not met, Buyer may, at <br />its sole discretion, on or before the date of closing by notice to Sellers, <br />declare the contingencies have not been met and terminate this Agreement. <br />In the event that Buyer does not give said notice of termination by the date <br />lof closing Buyer shall be deemed to have waived satisfaction of any <br />~ontingencieS then remaining unsatisfied and the parties shall then proceed <br />to close this transaction according to the terms and conditions of this Agree- <br />ent. Upon such termination, Sellers shall return to Buyer all earnest money <br />paid hereunder and all interest ac'crued thereon and both parties shall be <br />released from any further rights or obligations regarding this Agreement or <br />the Property. All the contingencies set forth in this section are specifically <br />Istated for the sole purpose and exclusive benefit of the Buyer, and the Buyer <br />shall have the sole right to unilaterally waive any contingency by written <br />notice to Sellers. <br /> <br />. <br /> <br />7. Right of Entry. Buver and its duly authorized agents shall have <br />the right during the period from the date of this Agreement to closing, to <br />enter in and upon the Property in order to complete its investigation of the <br />Property. Buyer agrees to restore any resulting damage to the Property and <br />to indemnify, hold harmless and defend Sellers from any and all claims by <br />third persons of any nature whatsoever arising from Buyer's right of entry <br />hereunder, including all actions, suits, p~oceedings, demands, assessments, <br />costs, expenses and attorneys' fees. <br /> <br />8. Representations and Warranties by Sellers. Sellers represent and <br />warrant to Buyer as follows: <br /> <br />. <br /> <br />(a) <br /> <br />(b) <br /> <br />(c) <br /> <br />(d) <br /> <br />. <br /> <br />Title to Property. Sellers are the owner of and have good and <br />marketable title to all of the . Property, free and clear of any <br />liens, pledges, security interests and encumbrances, and any other <br />rights or claims of third parties, which will be released at <br />closing, and is authorized to convey the same to Buyer. <br /> <br />Pending Actions. There are no actions, suits, investigations, <br />or proceedin~s pending or threatened against Sellers or before <br />any court or before or by any federal, state, municipal or other <br />governmental department, commission, board, bureau, agency, or <br />instrumentality, including, but not limited to condemnation, <br />environmental, zoning or, other proceedings, which may have a <br />material adverse impact on the Property. <br /> <br />Removal of Structures and other Materials. Unless otherwise <br />agreed in writing Sellers agree to remove any and all structures, <br />equipment, wells, tanks or other materials from the Property. <br /> <br />Compliance with Laws. Sellers have not received any notice of <br />violation of any law, regulation, ordinance or other requirement <br />relating to the Property which would have a material adverse affect <br />on the Buyer's intended development of the Property. <br /> <br />-7- <br />