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(1) Binding Agreement. This Agreement constitutes the legal, valid and
<br /> binding obligation of Owner and is enforceable in accordance with its terms against Owner
<br /> subject only to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or
<br /> equitable principles affecting or limiting the rights of contracting parties generally.
<br /> (m) Support of Project. As a material inducement to Optionee's execution of
<br /> and performance under this Agreement, for so long as this Agreement remains in effect and is not
<br /> terminated prior to the Closing, Owner shall not challenge, oppose or impede, either directly or
<br /> indirectly, the Project, and shall use commercially reasonable efforts to cause the Owner's Parties
<br /> not to challenge, oppose or impede the Project.
<br /> (n) Other. Neither this Agreement, nor any of the exhibits or schedules
<br /> hereto, nor any document, certificate or statement referred to herein or furnished to Optionee in
<br /> connection with the transaction contemplated herein (whether delivered prior to, simultaneously
<br /> with, or subsequent to the execution of this Agreement) contains any untrue statement of material
<br /> fact or, omits to state a material fact in any way concerning the Property or otherwise affecting or
<br /> concerning the transaction contemplated hereby.
<br /> 13. Optionee's Representations and Warranties. Optionee hereby makes the
<br /> representations and warranties set forth in this Paragraph 13 for the benefit of Owner and its
<br /> successors and assigns. Optionee shall notify Owner in writing immediately if Optionee
<br /> becomes aware that any representation or warranty has become untrue or misleading in light of
<br /> information obtained by Optionee after the Agreement Date. Optionee shall indemnify, protect,
<br /> defend and hold harmless Owner from and against all Claims arising from or relating to any
<br /> misrepresentation made by Optionee in this Agreement or in any document, certificate or exhibit
<br /> given or delivered in connection herewith.
<br /> (a) Authority. Optionee has all requisite power and authority to enter into this
<br /> Agreement and to perform its obligations hereunder. The execution and delivery of this
<br /> Agreement by Optionee has been duly authorized.
<br /> (b) No Conflict. The execution and delivery of this Agreement and the
<br /> consummation of the transactions contemplated hereunder on the part of Optionee do not and
<br /> will 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 any of the
<br /> property or assets of Optionee by reason of the terms of any contract, mortgage, lien, lease,
<br /> agreement, indenture, instrument or judgment to which Optionee is a party or which is or
<br /> purports to be binding upon Optionee or which otherwise affects Optionee, which will not be
<br /> discharged, assumed or released at the Closing. No action by any federal, state or municipal or
<br /> other governmental department, commission, board, bureau or instrumentality is necessary to
<br /> make this Agreement a valid instrument binding upon Optionee in accordance with its terms.
<br /> (c) Litigation. There are no claims, actions, suits or proceedings continuing,
<br /> pending or threatened, which would materially adversely affect Optionee or this transaction.
<br /> Option Agreement 20 Chemical
<br /> 10.05. 2010 v.5
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