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~ (iv) To the best of the Seller's knowledge after due inquiry, the construction,
<br />occupancy, and operation of the Real Property materially conform to and comply with all
<br />applicable city, county, state, and federal law, statutes, ordinances, and regulations.
<br />(v) After closing, the Seller shall be responsible for, and shall indemnify and hold the
<br />Buyer harmless against, structural defects in the existmg buildings.
<br />(vi) The Seller is the legal and beneficial fee simple titleholder of the Real Property and
<br />has good, marketable, and insurable title to the Real Property, free and clear of all liens,
<br />encumbrances, claims, covenants, conditions, restrictions, easements, rights of way, options,
<br />judgments, or other matters, except as disclosed by the preliminary title report.
<br />(vii) The Seller has not entered into any other conuacts for the sale of the Real Property,
<br />nor do there exist any rights of fust refusal or options to purchase the Real Property.
<br />(viu) The Seller has not sold, transferred, conveyed, or entered into any agreement
<br />regarding "air rights" or other development rights or restrictions relating to the Real Property.
<br />(ix) Except as fully disclosed to the Buyer prior to the Closing Date, the Real Property
<br />is materially in compliance with applicable state and federal environmental standards and
<br />requirements affectin~ it.
<br />(x) Except as fully disclosed to the Buyer prior to the Closing Date, the Seller has not
<br />received any notices of violation or advisory action by regulatory agencies regarding environmental
<br />control matters or pernut compliance with respect to the Real Property.
<br />(xi) The Seller has not transferred hazardous waste from the Real Property to another
<br />~ location that is not in compliance with applicable environmental laws, regulations, or permit
<br />requirements. To the best of the Seller's knowledge, no other person nas transferred hazardous
<br />waste from the Real Property to another location that is not in compliance with applicable
<br />environmental laws, regulations, or permit requirements.
<br />(xii) Except as fully disclosed to the Buyer prior to the Closing Date, there are no
<br />proceedings, governmental administrative actions, or judicial proceedings pending or, to the best
<br />of the Seller's knowledge, contemplated under any federal, state, or local laws regulating the
<br />discharge of hazardous or toxic materials or substances into the environment.
<br />(xui) To the best of the Seller's knowledge, the Seller has not, during its ownership of
<br />the Real Property, stored, produced, or disposed of any hazazdous substance, including asbestos,
<br />on the Real Property.
<br />(xiv) The Seller will comply with all of the requirements of the Uniform Relocation
<br />Assistance and Real Property Acquisition Policies Act of 1970, 42 USC §4601 et seq. following
<br />the Closing Date.
<br />(c) General Representation. The Seller's representations and warranties contained here
<br />are true and accurate, and aze not misleading. The Seller's representations and warranties contained
<br />here shall be continuing and shall be true and correct as of the Closing Date with the same force
<br />Purchase and Sale Agreement
<br />Salem Area Mass Transit District/Marion County
<br />~ Page - 8
<br />0128970748
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