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not violate any applicable law, ordinance, statute, rule, regulation, order, decree or judgment,
<br /> conflict with or result in the breach of any material terms or provisions of, or constitute a default
<br /> under, or result in the creation or imposition of any lien, charge, or encumbrance upon the
<br /> Property or any other assets of Owner by reason of the terms of any contract, mortgage, lien,
<br /> lease, agreement, indenture, instrument or judgment to which Owner is a party or which is or
<br /> purports to be binding upon Owner or the Property or which otherwise affects Owner or the
<br /> Property, which will not be discharged, assumed or released at the Closing. No action by any
<br /> federal, state or municipal or other governmental department, commission, board, bureau or
<br /> instrumentality is necessary to make this Agreement a valid instrument binding upon Owner in
<br /> accordance with its terms.
<br /> (c) Documents. Owner has provided or will provide Optionee pursuant to
<br /> Paragraph 10(b) with copies of all Property Documents in Owner's possession. All Property
<br /> Documents delivered or to be delivered to Optionee by Owner and its agents are complete
<br /> originals or true and correct copies thereof. If Optionee elects not to purchase the Property,
<br /> Optionee will return to Owner all Property Documents previously delivered to Optionee by
<br /> Owner. Owner shall deliver as and when required all notices relating to the Property to the
<br /> extent required by applicable laws or any covenants, conditions or restrictions affecting the
<br /> Property.
<br /> (d) Hazardous Materials. Owner and the Owner Related Parties have not
<br /> spilled, discharged or released any Hazardous Materials onto, under or about the Property. To
<br /> Owner's knowledge without inquiry, there are no above ground or underground storage tanks,
<br /> barrels, drums, pits, wells, lagoons or other containers (collectively, "Tanks ") or any Hazardous
<br /> Materials (as defined below) on, in, about or under or within 2,000 feet of the Real Property,
<br /> including any ground water beneath and surface water thereon (whether by virtue of any storage,
<br /> release or disposal on, in or under the Real Property or migration to the Real Property), except
<br /> for the specific Tanks and/or Hazardous Materials and quantities thereof as are disclosed by
<br /> Owner on Schedule 12(d) attached hereto and incorporated herein (the "Disclosed Hazardous
<br /> Materials "). As used herein, the term "Hazardous Materials" shall mean any substance,
<br /> material, waste, chemical, mixture or compound which: (i) is flammable, ignitable, radioactive,
<br /> hazardous, toxic, corrosive or reactive, and which is regulated under law or by a public entity,
<br /> (ii) is a "Hazardous Substance" as defined or listed under the federal Comprehensive
<br /> Environmental Response, Compensation and Liability Act of 1980 (CERCLA), as amended, or
<br /> any regulations promulgated thereunder, (iii) is crude oil, petroleum, natural gas, or distillates or
<br /> fractions thereof, and/or (iv) damages or threatens to damage health, safety, or the environment,
<br /> or is required by any law or public entity to be remediated, including remediation which such law
<br /> or public entity requires in order for property to be put to any lawful purpose. The provisions of
<br /> this Paragraph 12(d) shall survive the Closing.
<br /> (e) Compliance. Except as specifically set forth in Schedule 12(d) of this
<br /> Agreement, to the best of Owner's knowledge without inquiry the Real Property is not in
<br /> violation of any federal, state or local law, statute, regulation or ordinance, and there are no
<br /> special assessments, condemnation actions or other legal actions or proceedings pending or
<br /> threatened against the Real Property or any part thereof.
<br /> Option Agreement 20 Chemical
<br /> 10.05. 2010 v.5
<br /> 15
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