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h. Seller is not a party to any contract, agreement, or restriction, whether <br />written or oral, which would limit or restrict the ability of Purchaser to <br />operate Pinewood Golf Course as it is presently being conducted. <br />To the best of Seller's knowledge, neither this Purchase Agreement nor <br />any of the exhibits attached hereto contain any false or misleading <br />statement of a material fact or omits to state a material fact necessary in <br />order to make the statements contained herein or therein not false or <br />misleading. There is no fact within the special knowledge of Seller which <br />has not been disclosed herein or in writing by it to the Purchaser and <br />which may, insofar as Seller can now foresee, adversely affect Purchaser's <br />ability to conduct the Pinewood Golf Course as it is presently being <br />conducted. <br />j. To the best of Seller's knowledge, the Property has been operated under to <br />its Management Agreement with the Elk River Golf Club in compliance <br />with all applicable federal, state, and local environmental laws, <br />ordinances, rules, and regulations relating to the handling, storage and <br />disposal of hazardous and toxic wastes and substances, petroleum products <br />and other regulated substances. Seller's operation of the Property is now <br />and shall on the Date of Closing be in compliance with all such <br />environmental laws, ordinances, rules and regulations, including but not <br />limited to the maintenance of all required permits and approvals. Seller <br />has not used or stored hazardous wastes or substances, petroleum products <br />and other regulated substances on the Property, nor has Seller discharged <br />or released any such substances upon the Property, including, but not <br />limited to, underground injection of such substances, in violation of any <br />federal, state or local environmental law, ordinance, rule or regulation. To <br />the best of Seller's knowledge, no other party has engaged in any such <br />use, storage, discharge, or release. <br />k. An "individual sewage treatment system" (as defined in Minnesota <br />Statutes Section 115.55, subd. 1(g)) is located on the Property; <br />A "well" (as defined in Minnesota Statutes Section 103L.005, subd. 21 is <br />located on the Property. <br />Notwithstanding the foregoing, in the event Purchaser, prior to Closing, has actual <br />knowledge of any fact or circumstance which would give rise to a breach of any of Seller's <br />representations and warranties and Purchaser nonetheless proceeds with Closing, then Purchaser <br />shall be deemed to have waived any claim of breach or violation of such representation(s) and <br />warranty(ies) due to the existence of such fact or circumstance, and Seller's representations and <br />warranties shall be deemed to have been modified by such fact or circumstance. <br />For purposes of this Agreement and any document delivered at Closing, whenever the <br />phrase "to the best of Seller's knowledge" or the "knowledge" of Seller or words of similar <br />214273v12 5 <br />