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~ and effect as if remade by the Seller in a separate certificate at that time. The Seller's
<br />representations and warranties contained here shall survive the close of escrow and shall not merge
<br />into the deed and the recordation of the deed in the official records.
<br />14. Indemnity. The Seller shall indemnify, defend and hold the Buyer harmless
<br />against any loss, damage, penalty, fine, cost, liability, obligation, judgement or claim of any nature
<br />relating in any way to the use, occupancy or condition of the Real Properry arising or relating to the
<br />period prior to the demolition of the existing buildings on the Real Property and the commencement
<br />of excavation pursuant to the development contemplated by the Development Agreement, including
<br />without limitation any loss, damage, penalty, fine, cost, liability, obligation, ~udgement, lien or
<br />claim arising out of or relating to the presence or suspected presence of hazardous or toxic
<br />substances or materials in the soil, groundwater, or soil vapor on or under the Real Property or any
<br />additional cost or expense in connection with demolition of the improvements attributable to the
<br />abatement or removal of asbestos in any portion of the improvements on the Real Property. The
<br />Seller shall indemnify, defend and hold the Buyer harmless against any loss, damage, penalty,
<br />fine, cost, liability, obligation, judgement or claim of any nature relating in any way to any claim or
<br />allegation that Seller failed to comply with the requirements of the Uniform Relocation Assistance
<br />and Real Property Acquisition Policies Act of 1970, 42 USC §4601 et seq., whether or not such
<br />failure is alleged to have occuned prior to, on or following the Closing Date.
<br />15. Buyer's Representations and Warranties. In addition to any express
<br />agreements of the Buyer contained here, the following constitute representations and warranties of
<br />the Buyer to the Seller:
<br />(a) The Buyer 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 />~ (b) All requisite action has been taken by the Buyer in connection with entering into this
<br />Agreement and the instruments referred to here and the consummation of the transactions
<br />contemplated here. No further consent of any other party is required.
<br />(c) The persons executing this Agreement and the instruments referred to here on
<br />behalf of the Buyer have the legal power, right, and actual authority to bind the Buyer to the terms
<br />and conditions of this Agreement.
<br />(d) This Agreement and all documents required by it to be executed by the Buyer are
<br />and shall be valid, legally binding obligations of, and enforceable against the Buyer in accordance
<br />with their terms.
<br />(e) 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 />contemplated, nor compliance with the terms of this Agreement and the documents referred to here
<br />conflicts with or results 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 Buyer is a party.
<br />Purchase and Sale Agreement
<br />~ Salem Area Mass Transit District/Marion County
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