Agmt10 Schrader Leask Development, Inc.

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or indirectly, the Project, and shall use commercially reasonable efforts to cause the Owner's Parties not to challenge, oppose or impede the Project. (n) Other. Neither this Agreement, nor any of the exhibits or schedules hereto, nor any document, certificate or statement referred to herein or furnished to Optionee in connection with the transaction contemplated herein (whether delivered prior to, simultaneously with, or subsequent to the execution of this Agreement) contains any untrue statement of material fact or, omits to state a material fact in any way concerning the Property or otherwise affecting or concerning the transaction contemplated hereby. 13. Optionee's Representations and Warranties. Optionee hereby makes the representations and warranties set forth in this Paragraph 13 for the benefit of Owner and its successors and assigns. Optionee shall notify Owner in writing immediately if Optionee becomes aware that any representation or warranty has become untrue or misleading in light of information obtained by Optionee after the Agreement Date. Optionee shall indemnify, protect, defend and hold harmless Owner from and against all Claims arising from or relating to any misrepresentation made by Optionee in this Agreement or in any document, certificate or exhibit given or delivered in connection herewith. (a) Authority. Optionee has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Optionee has been duly authorized. (b) No Conflict. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder on the part of Optionee do not and will not violate any applicable law, ordinance, statute, rule, regulation, order, decree or judgment, conflict with or result in the breach of any material terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets of Optionee by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which Optionee is a party or which is or purports to be binding upon Optionee or which otherwise affects Optionee, which will not be discharged, assumed or released at the Closing. No action by any federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon Optionee in accordance with its terms. (c) Litigation. There are no claims, actions, suits or proceedings continuing, pending or threatened, which would materially adversely affect Optionee or this transaction. (d) As -Is Purchase; Release of Certain Claims. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, OPTIONEE SPECIFICALLY ACKNOWLEDGES AND AGREES THAT OWNER IS SELLING AND OPTIONEE IS PURCHASING THE PROPERTY ON AN "AS IS WITH ALL FAULTS" BASIS, NO PATENT OR LATENT DEFECTS ON THE PROPERTY WHETHER KNOWN NOW OR DISCOVERED LATER SHALL AFFECT THIS AGREEMENT, AND THAT OPTIONEE IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM OWNER, ITS AGENTS, OR ANY BROKERS AS TO ANY MATTERS Option Agreement 80 Chemical 10.01.2010 v.7 17