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<br />of the Closing Date that: <br /> <br />Title. <br />(a) The Seller has good, indefeasible and marketable fee simple title to the <br />Property. <br /> <br />Condemnation. <br />(b) There is no pending or, to the actual knowledge of the Seller, <br />threatened condemnation or similar proceeding affecting the Property or any portion thereof, <br />and the Seller has no actual knowledge that any such action is contemplated. <br /> <br />Legal Compliance. <br />(c) The Seller has complied with all applicable laws, <br />ordinances, regulations, statutes, rules and restrictions pertaining to and affecting the Property <br />and the Seller shall continue to comply with such laws, ordinances, regulations, statutes, rules <br />Legal Capacity. <br />and restrictions.(d) The Seller has the legal capacity to enter into this <br />Agreement. The Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the <br />last year under the United States Bankruptcy Code, nor has any petition for bankruptcy or <br />receivership been filed against the Seller within the last year. <br /> <br />Sewer and Water. <br /> (ec) TheTo the best of the Seller warrants that’s knowledge, the <br />Property is connected to City sewer and City water. <br /> <br />Mechanics’ Liens. <br />(fd) TheSeller warrants that, prior to the closing, the Seller shall pay <br />in full all amounts due for labor, materials, machinery, fixtures or tools furnished within the 120 days <br />immediately preceding the closing in connection with construction, alteration or repair of any structure <br />upon or improvement to the Property which the Seller ordered or undertook. <br /> <br />Legal Proceedings. <br />(ge) There are no pending legal actions, suits or other legal or <br />administrative proceedings, pending or threatened, that affect the Property or any portion thereof; <br />and the Seller has no knowledge that any such action is presently contemplated. <br /> <br />Leases. <br />(hf) The Seller represents that the Property is currently being leased to <br />_____________. The Seller has providedwill provide the tenant with the required notice of its <br />intent to terminate the lease. The Seller represents that the lease will be terminated prior to the <br />Closing Date and will terminate the lease upon receiving written notice from the Buyer that the <br />contingences set forth in Section 3, paragraphs a., b., and c. have been either satisfied or waived by <br />the Buyer. With the exception of this lease, the Seller represents that there are no other third <br />parties in possession of the Property, or any part thereof; and that there are no other leases, oral or <br />written affecting the Property or any part thereof. <br /> <br /> Broker Commission. <br />(ig)The Buyer represents to the Seller that it has not utilized <br />the services of any real estate broker or agent in connection with this Agreement or the <br /> <br />transaction contemplated by this Agreement. TheSellerrepresents to the Buyer that the Seller has <br />not utilized the services of any real estate broker or agent in connection with this Agreement or the <br />transaction contemplated by this Agreement. Each party agrees to indemnify, defend, and hold <br />harmless the other party against and in respect of any such obligation and liability based in any <br />way upon agreements, arrangements, or understandings made or claimed to have been made by the <br />party with any third person. <br />5 <br /> <br />505045v34 SJS EL185-13 <br />