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fraction thereof and all petroleum products, (iii) PCBs, (iv) lead, (v) asbestos, (vi) flammable
<br />explosives, (vii) infectious materials or (viii) radioactive materials.
<br />(c) "Release" means any spilling, leaking, pumping, pouring,
<br />emitting, discharging, injecting, escaping, leaching, dumping or disposing into the environment
<br />of any Hazardous Material (including the abandonment or discarding of barrels, containers, and
<br />other receptacles containing any Hazardous Material).
<br />5.9.2 Representations. Except as otherwise disclosed in writing to Buyer, Thirty
<br />(30) days prior to the Effective Date:
<br />(a) To the best of Seller's knowledge, Seller has not received any
<br />written notice of violation issued pursuant to any Environmental Law with respect to the
<br />Property or any use or condition thereof.
<br />(b) To the best of Seller's knowledge, Seller has not used, handled,
<br />stored, transported, released or disposed of any Hazardous Material on, under or from the
<br />Property in violation of any Environmental Law.
<br />(c) To the best of Seller's knowledge there exists no writ, injunction,
<br />decree, order or judgment outstanding, nor any lawsuit, claim, proceeding, citation, directive,
<br />summons or investigation pending or, to Seller's knowledge, threatened pursuant to any
<br />Environmental Law relating to (i) the ownership, occupancy or use of any portion of the Property
<br />by Seller or occupant or user of any portion of the Property, (ii) any alleged violation of any
<br />Environmental Law by Seller or occupant or user of any portion of the Property, or (iii) the
<br />suspected presence, Release or threatened Release of any Hazardous Material on, under, in or
<br />from any portion of the Property.
<br />(d) To the best of Seller's knowledge, no asbestos abatement or
<br />remediation work has been performed on the Property.
<br />(e) To the best of Seller's knowledge, there is no PCB-containing
<br />equipment or PCB-containing material located on or in the Property.
<br />5.10 Title to the Property. Seller has good and marketable title to the Property, subject
<br />to the Conditions of Title. There are no outstanding rights of first refusal or first look, options to
<br />purchase, rights of reverter, or claim of right relating to the transfer or sale of the Property or any
<br />interest therein. To Seller's knowledge, there are no unrecorded or undisclosed documents or
<br />other matters, which affect title to the Property. No person holding a security interest in the
<br />Property or any part thereof has the right to consent or deny consent to the sale of the Property as
<br />contemplated herein, and Seller has the right to pay off such person and to remove all such liens
<br />as of the Closing Date. Seller has enjoyed the continuous and uninterrupted quiet possession,
<br />use and operation of the Property.
<br />5.11 Seller's Authority. Seller has the requisite power and authority to own and
<br />operate the Property and conduct its business where the same is now owned or operated. The
<br />execution, delivery and performance of this Agreement by Seller have been duly and validly
<br />authorized by all necessary action and proceedings, and no further action or authorization is
<br />necessary on the part of Seller (or its board of directors or shareholders) in order to consummate
<br />the transactions contemplated herein. This Agreement and the other documents executed by
<br />ATTY/AGR/2019.316.1 / YMCA— PURCHASE AND SALE AGREEMENT
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