6.B.(5) Real Estate Purcahse and Site Work Agreement

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(iii) Except for this Agreement, Public Entities are not a party to any agreement to convey the Oliver Park Site, nor has Company sold, granted or otherwise agreed to sell or grant any party an existing option, right or commitment related to the sale of the Oliver Park Site. (iv) At Closing, Company and Public Entities shall enter into a form of Access and License Agreement in the form attached as Exhibit G for Public Entities' continued access to the Oliver Park Site to perform groundwater monitoring activities. (b) By Company. Company represents and warrants to Public Entities the following matters regarding Company and the Prairie Avenue Site: (i) Company has full power and authority to enter into and carry out the terms and provisions of this Agreement and the transactions contemplated hereby. Each of Company's execution, delivery and performance of this Agreement and all other agreements or instruments contemplated hereby, including the assignment, transfer, conveyance and delivery of the Prairie Avenue Site and its sale of the Prairie Avenue Site, will be the legal, valid and binding obligations of Company enforceable in accordance with their terms. {ii) Company has not received notice of any action, temporary restraining order, injunction, suit, proceeding, inquiry or investigation at law or in equity, or before or by a judicial or administrative court or agency, relating to the Prairie Avenue Site, including but not limited to the United States Environmental Protection Agency, relating to hazardous substances or hazardous wastes having been placed, held, located, released, disposed, stored or dumped on or at the Prairie Avenue Site. (iii) Except for this Agreement, Company is not a party to any agreement to convey the Prairie Avenue Site, nor has Company sold, granted or otherwise agreed to sell or grant any party an existing option, right or commitment related to the sale of the Prairie Avenue Site. (iv) Except as set forth in Schedule 6(b)(iv), Company has no knowledge of any environmental condition or contamination that would require the Company to notify local, state or federal agencies in connection therewith. 7. Covenants. (A) Prairie Avenue Site. With regard to any contamination which may exist at the Prairie Avenue Site as a result of a release of a hazardous substance or petroleum occurring prior to the date of closing, the Public Entities agree that, except as required by local, state or federal law, they will not report any existing contamination or seek to have the U.S. Environmental Protection Agency ("EPA"), or the Indiana Department of Environmental Management ("IDEM") inspect the Prairie Avenue Site; provided, however, that nothing herein shall prohibit the Public Entities from applying for or receiving any local, state or federal REAL ESTATE PURCHASE AND SITE WORK AGREEMENT PAGE 6