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administrative proceedings or investigations, whether pending or threatened, <br />respecting any environmental, health or safety requirements under federal, <br />state or local laws or regulations relating to the Property, or (ii) any pending, <br />asserted or threatened claims or matters involving material liabilities, <br />obligations or costs arising from the existence, release or threatened or alleged <br />release of any Hazardous Substances at, on or beneath the Property. <br />“Hazardous Substances” shall mean any hazardous or toxic material, <br />substance or waste, pollutant or contaminant which is defined as a hazardous <br />substance or hazardous waste under any Environmental Laws (as defined <br />below). <br />2.No notice from any governmental body or other person has been <br />served upon Seller or upon the Property claiming the violation of any law or <br />any building, zoning, environmental, health or other ordinance, code, rule or <br />regulation relating to the Property. There are no legal actions, suits or <br />administrative proceedings, including condemnation cases or eminent domain <br />proceedings commenced, pending or threatened against the Property or any <br />portion thereof. Seller has not received notice of any negotiations for purchase <br />in lieu of condemnation relating to the Property or any portion thereof. <br />a.Seller is not a party to any agreement or commitment to sell, <br />convey, assign, transfer, provide rights of first refusal or other similar <br />rights with respect to, or otherwise dispose of, any part of the Property or <br />any interest therein other than this Agreement. Neither Seller nor any <br />person or entity claiming by, through or under Seller has done or suffered <br />anything whereby any lien, encumbrance, claim or right of another has <br />been created against the Property or any portion thereof or any interest <br />therein other than this Agreement, the Permitted Exceptions and possible <br />construction or materialmen's lien claims arising out of work performed <br />by or on behalf of Seller which will be removed at or before the Closing. <br />b.There is no action, proceeding or investigation pending or to the <br />best of Seller's knowledge, threatened against Seller or with respect to the <br />Property or any portion thereof before any court or governmental or quasi- <br />governmental department, commission, board, agency or instrumentality. <br />c.The signatories to this Agreement on behalf of Seller have full <br />right, power and authority to enter into this Agreement and to consummate <br />the transactions contemplated herein. This Agreement is valid and <br />enforceable against Seller in accordance with its terms. Each instrument <br />to be executed by Seller pursuant hereto or in connection herewith will, <br />when executed and delivered, be valid and enforceable in accordance with <br />its terms. <br />d.The accuracy of all Seller representations and warranties <br />contained in this Agreement shall be a condition to Buyer's obligations <br />under this Agreement, which condition will be merged at the time of, and <br />will not survive, the Closing. If any of the representations or warranties <br />contained in this Agreement is untrue in any material respect and is not <br />cured (at no cost to Buyer) prior to the scheduled Closing, then Buyer may <br />elect to (i) purchase the Property as it then is or, (ii) terminate this