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release or transportation of any Hazardous Substance; or (iii) Seller is required to pay all or a
<br />portion of the cost of any past, present or future cleanup, removal or remedial or other response
<br />action which arises out of or is related release or threatened release or transportation of any
<br />Hazardous Substance.
<br />10.REPRESENTATIONS OF SELLER
<br />Seller represents, warrants and covenants to Buyer that Seller has or will have prior to its execution
<br />all necessary power and authority to enter into and perform this Agreement, and to carry out and
<br />perform its obligations under this Agreement. This Agreement is, and of the date of the closing will
<br />be, a valid, legal and binding obligation, enforceable against Seller in accordance with its terms. On
<br />the date of the closing, Seller will have all necessary power and authority to enter into, execute and
<br />deliver each of the closing documents required to be delivered by Seller and to carry out and perform
<br />Seller's obligations under this Agreement and under the terms of the closing documents. Seller
<br />represents that it it will comply with all statutory requirements and receive all required approvals to
<br />transfer the Property to Buyer on the Closing Date by the Closing Date. Seller further represents that
<br />it has undertaken or will undertake each of the steps set out in laws applicable to Seller and in the
<br />Recitals of this Agreement. WITH THE EXCEPTION OF REPRESENTATIONS AND
<br />WARRANTIES ALREADY PROVIDED HEREIN, SELLER MAKES NO WARRANTIES
<br />WITH REGARD TO THE PROPERTY. PROPERTY, REAL ESTATE, PLUMBING,
<br />ELECTRICAL, HEATING, COOLING, AND VENTILATING SYSTEMS, ROOFS, BUILDING,
<br />STRUCTURES, ROADS, PARKING LOTS, WALKWAYS, WALLS, LANDSCAPING,
<br />FENCES, FACILITIES, PERSONAL PROPERTY, GOODS, INVENTORY, PRODUCTS,
<br />IMPROVEMENTS, EQUIPMENT, APPLIANCES, FIXTURES, ETC. ARE SOLD AS IS AND
<br />WITH ALL FAULTS. UNLESS OTHERWISE SET FORTH ELSEWHERE IN THIS
<br />AGREEMENT, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
<br />INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
<br />MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR
<br />PURPOSE.
<br />11.WARRANTIES OF BUYER
<br />Buyer represents, warrants, and covenants to Seller that Buyer has all necessary approvals, funds,
<br />power, and authority to enter into and perform this Agreement, and to carry out and perform its
<br />obligations under this Agreement. This Agreement is, and of the date of the closing will be, a valid,
<br />legal and binding obligation, enforceable against Buyer in accordance with its terms. On the date
<br />of the closing, Buyer will have all necessary approvals, funds, power and authority to enter into,
<br />execute and deliver each of the closing documents required to be delivered by Buyer and to carry
<br />out and perform Buyer's obligations under this Agreement and under the terms of the closing
<br />documents.
<br />Buyer further represents that it has, or intends to, undertake the steps required of Buyer set out in
<br />laws applicable to Buyer and in the Recitals of this Agreement.
<br />12.DISPUTE RESOLUTION
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