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<br /> b. As of the closing, there will be no outstanding contracts made by Seller for
<br /> any improvements to the Property which has not been fully paid for by Seller except as disclosed
<br /> to Buyer and agreed in writing by Buyer, and Seller shall cause to be dischazged all mechanic's �
<br /> and materialmen's liens arising from any labor or material ordered by Seller and furnished prior
<br /> to closing;
<br /> c. As of the Close of Escrow, the Property will be vacant and unoccupied by
<br /> any tenants.
<br /> d. To the best of Seller's lrnowledge, (i) there are no tanks on or below the
<br /> surface of the Property; and (ii) there is no other hazardous or toxic waste or substance or other
<br /> contaminant or pollutant (as defined by law) in existence below the surface of the Property,
<br /> including, without limitation, in the soil, sub-soil, ground water or surface water which
<br /> constitutes a violation of any law, ordinance, rule or regulation of any governmental entity
<br /> having jurisdiction thereof. To the best of Seller's knowledge means the actual lrnowledge of
<br /> Robert Hughes, Seller's facilities manager.
<br /> 17. Representations and Warranties of Buver. Buyer hereby represents and warrants
<br /> as of the Agreement Date and as of the Close of Escrow that: (i) Buyer is acting for itself as a
<br /> principal in connection with the sale of the Property and is not acting as an agent on behalf of
<br /> any other person or entity; (ii) Buyer has the full right and authority to enter into this Agreement,
<br /> to consummate the sale, transfer, and assignments contemplated herein and (iii) the person or
<br /> persons signatory to this Agreement and any document executed pursuant hereto on behalf of
<br /> Buyer have full power and authority to bind Buyer.
<br /> 18. Buyer's Acknowledgment and Release and Indemnification of Seller.
<br /> a. Buyer aclrnowledges that, prior to the Scheduled Closing Date, it or its
<br /> agents or contractors shall have thoroughly inspected the Property and observed the physical
<br /> characteristics and condition of the Property and otherwise investigated the status of the
<br /> Property, including without limitation, the matters referred to in paragraph 18.b. below.
<br /> b. Buyer further acknowledges that, except as may be specifically set forth in
<br /> this Agreement, neither Seller nor any of Seller's employees, agents, brokers or representatives
<br /> have made any representations, warranties or agreements by or on behalf of Seller as to any
<br /> matters concerning the Property, including, without limitation, (i) the habitability,
<br /> merchantability, or fitness, suitability, value or adequacy of the Property for any particular use;
<br /> (ii) the compliance of the Property or operations on the Property with any applicable codes, laws,
<br /> statutes ordinances, regulations rules, covenants, conditions or restrictions of any governmental
<br /> or quasi-governmental entity or of any other person or entity; (iii) the suitability of the
<br /> topography; (iv) the availability of water rights or utilities; (v) the present and future zoning,
<br /> subdivision and any and all other land use matters; (vi) the condition of the soil, subsoil, or
<br /> groundwater (including, without limitation, the presence or absence of toxic or hazazdous
<br /> substances, materials or wastes therein, thereon or on adjacent or neighboring properties); (vii)
<br /> the purpose(s) to which the Property are suited; (viii) drainage or flooding; (ix) access to public
<br /> roads or proposed routes of roads or extensions thereof; (x) the quality, nature, adequacy and
<br /> physical condition of the Property; (xi) the condition of title to the Property; and (xii) service
<br /> contracts, and other agreements affecting the Property.
<br /> c. The term "hazardous substance" as used in this Agreement shall mean any
<br /> product, substance, chemical, material or waste whose presence, nature quantity and/or intensity
<br /> 11417.00002�BGLIB 1 \1225060.4 '�
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