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(d) Disbursement of Documents to Buyer. Disburse to the Buyer any other documents <br />~r (or copies thereo~ deposited into escrow by the Seller pursuant hereto and disburse to the Seller <br />any other documents (or copies thereo~ deposited into escrow by the Buyer pursuant hereto. <br />11. Seller's Representations and Warranties. In addition to any express <br />agreements of the Seller contained here, the following constitute representations and warranties of <br />the Seller to the Buyer: <br />(a) Representations Regarding Seller's Authority. <br />(i) The Seller has the legal power, right, and authority to enter into this Agreement and <br />the instruments referred to here and to consummate the transactions contemplated here. <br />(u) All requisite action has been taken by the Seller in connection with entering into this <br />Agreement, the instruments referred to here, and the consummation of the transactions <br />contemplated here. No further consent of any other party is required. <br />(ui) The persons executing this Agreement and the instruments referred to here on <br />behalf of the Seller and the officers of the Seller, if any, have the legal power, right, and actual <br />authoriry to bind the Seller to the terms and conditions of this Agreement. <br />(iv) This Agreement and all documents required to be executed by the Seller are and <br />shall be valid, legally binding obligations of and enforceable against the Seller in accordance with <br />their terms. <br />(v) Neither the execution and delivery of this Agreement and documents referred to <br />~ here, nor the incurring of the obligations set forth here, nor the consummation of the transactions <br />here contemplated, nor compliance with the ternls of this Agreement and the documents referred to <br />here conflict with or result in the violation of any constitutional or statutory provision or in the <br />material breach of any terms, conditions, or provisions of, or constitute a default under any bond, <br />note, or other evidence of indebtedness, or any contract, indenture, mortgage, deed of trust, loan, <br />lease, or other agreements or instruments to which the Seller is a party or affecting the Real <br />Property. <br />(b) Warranties and Representations Pertaining to Real Property and Legal Matters. <br />(i) The information contained in the recitals is true and correct. <br />(u) Except as disclosed to the Buyer in writing, there is no litigation, claim, or <br />arbitration, pending or threatened, with regazd to the Real Property or its operation. <br />(ui) Seller has in all respects complied, and after closing will in all respects comply, <br />with all of the requirements of the Uniform Relocation Assistance and Real Property Acquisition <br />Policies Act of 1970, 42 USC §4601 et seq. in connection with its acquisition of each and every <br />interest in or portion of the Real Property. <br />Purchase and Sale Agreement <br />Salem Area Mass Transit District/Marion County <br />~ Page - 7 <br />0128970748 <br />