Common use of Seller Representations and Warranties Clause in Contracts

Seller Representations and Warranties. Seller represents and warrants that: (A) Seller is the sole owner of record of the Property and has full right, power and authority to sell, convey and transfer the Property. (B) Seller will convey to Buyer good and marketable title to the Property by providing to Buyer a valid general warranty deed. (C) The Property and the present use of the Property are not in violation of any governmental rules, codes, permits, regulations or limitations, and represents that nothing will be done or allowed to be done on or about the Property between the signing of this Agreement and the date of the Closing which will result in any such violation. (Check all that apply) ☐ ☐ Seller is not a “foreign person” as defined in Section 1445(f) of the Internal Revenue Code of 1986, as amended. Any and all mortgage liens on the Property will have been released on the date of the Closing. ☐ ☐ Seller has neither knowledge nor notice of any pending public agency hearings or appeals affecting the Property and will promptly notify Buyer if Xxxxxx receives notice or learns of any such hearings between the signing of this Agreement and the date of the Closing. Seller is not a “debtor” in a proceeding presently in any bankruptcy court. ☐ Seller has no knowledge of the existence of any municipal lien and/or assessment. ☐ ☐ Seller will notify Buyer immediately of any matters that may impact the Property, including, but not limited to, attachments, liens and any notice zoning matters. Seller shall maintain the current insurance policy on the property until the Closing. ☐ ☐ Any material alterations, additions or improvements to the Property have been made pursuant to and in accordance with the necessary and required filings, permits, authorizations and/or consents. Other:

Seller Representations and Warranties. Seller represents and warrants that: (Aa) Seller is the sole owner of record of the Property and has full right, power and authority to sell, convey and transfer the Property. (Bb) Seller will convey to Buyer good and marketable title to the Property by providing to Buyer a valid general warranty deed. (Cc) The Property and the present use of the Property are not in violation of any governmental rules, codes, permits, regulations or limitations, and represents that nothing will be done or allowed to be done on or about the Property between the signing of this Agreement and the date of the Closing which will result in any such violation. . (Check all that applyd) ☐ ☐ Seller is not a “foreign person” as defined in Section 1445(f) of the Internal Revenue Code of 1986, as amended. . (e) Any and all mortgage liens on the Property will have been released on the date of the Closing. ☐ ☐ . (f) Seller has no knowledge of the existence of any municipal lien and/or assessment. (g) Seller has neither knowledge nor notice of any pending public agency hearings or appeals affecting the Property and will promptly notify Buyer if Xxxxxx Seller receives notice or learns of any such hearings between the signing of this Agreement and the date of the Closing. . (h) Seller is not a “debtor” in a proceeding presently in any bankruptcy court. ☐ . (i) Seller has no knowledge of shall maintain the existence of any municipal lien and/or assessment. ☐ ☐ current insurance policy on the property until the Closing. (j) Seller will notify Buyer immediately of any matters that may impact the Property, including, but not limited to, attachments, liens and any notice zoning matters. Seller shall maintain the current insurance policy on the property until the Closing. ☐ ☐ . (k) Any material alterations, additions or improvements to the Property have been made pursuant to and in accordance with the necessary and required filings, permits, authorizations and/or consents. Other:. (l) [user to write in own]

Seller Representations and Warranties. Seller represents and warrants that: (A) Seller is the sole owner of record of the Property and has full right, power and authority to sell, convey and transfer the Property. (B) Seller will convey to Buyer good and marketable title to the Property by providing to Buyer a valid general warranty deed. (C) The Property and the present use of the Property are not in violation of any governmental rules, codes, permits, regulations or limitations, and represents that nothing will be done or allowed to be done on or about the Property between the signing of this Agreement and the date of the Closing which will result in any such violation. (Check all that apply) ☐ ☐ Seller is not a “foreign person” as defined in Section 1445(f) of the Internal Revenue Code of 1986, as amended. ☐ Any and all mortgage liens on the Property will have been released on the date of the Closing. ☐ ☐ Seller has neither knowledge nor notice of any pending public agency hearings or appeals affecting the Property and will promptly notify Buyer if Xxxxxx Seller receives notice or learns of any such hearings between the signing of this Agreement and the date of the Closing. ☐ Seller is not a “debtor” in a proceeding presently in any bankruptcy court. ☐ Seller has no knowledge of the existence of any municipal lien and/or assessment. ☐ ☐ Seller will notify Buyer immediately of any matters that may impact the Property, including, but not limited to, attachments, liens and any notice zoning matters. ☐ Seller shall maintain the current insurance policy on the property until the Closing. ☐ ☐ Any material alterations, additions or improvements to the Property have been made pursuant to and in accordance with the necessary and required filings, permits, authorizations and/or consents. ☐ Other:

Seller Representations and Warranties. Seller represents and warrants that: (A) : Seller is the sole owner of record of the Property and has full right, power and authority to sell, convey and transfer the Property. (B) . Seller will convey to Buyer a good and marketable title to the Property by providing to Buyer a valid general warranty deed. (C) . The Property and the present use of the Property are not in violation of any governmental rules, codes, permits, regulations or limitations, and represents that nothing will be done or allowed to be done on or about the Property between the signing of this Agreement and the date of the Closing which will result in any such violation. (Check all that apply) ☐ ☐ Seller is not a “foreign person” as defined in Section 1445(f) of the Internal Revenue Code of 1986, as amended. Any and all mortgage liens on the Property will have been released on the date of the Closing. ☐ ☐ Seller has no knowledge of the existence of any municipal lien and/or assessment. Seller has neither knowledge nor notice of any pending public agency hearings or appeals affecting the Property and will promptly notify Buyer if Xxxxxx Seller receives notice or learns of any such hearings between the signing of this Agreement and the date of the Closing. Seller is not a “debtor” in a proceeding presently in any bankruptcy court. ☐ Seller has no knowledge of shall maintain the existence of any municipal lien and/or assessmentcurrent insurance policy on the Property until the Closing. ☐ ☐ Seller will notify Buyer immediately of any matters that may impact the Property, including, but not limited to, attachments, liens liens, and any notice zoning matters. Seller shall maintain the current insurance policy on the property until the Closing. ☐ ☐ Any material alterations, additions or improvements to the Property have been made pursuant to and in accordance with the necessary and required filings, permits, authorizations and/or consents. Other:: _________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ INSPECTION. Buyer’s obligations under this Agreement are contingent upon Buyer’s inspection of the Property. Buyer may use any inspectors of Buyer’s choice at Buyer’s expense. Seller shall cooperate in making the Property reasonably available for Buyer’s inspection. If Buyer is not, in good faith, satisfied with the condition of the Property after any inspection thereof, Buyer shall deliver to Seller a written request that Seller fix or remedy any unsatisfactory conditions. If Buyer and Seller are unable to reach an agreement regarding fixing or remedying the unsatisfactory conditions no later than __________________, 20 ______, Buyer shall have the right to terminate this Agreement and be refunded any amounts previously paid under this Agreement.

Seller Representations and Warranties. The Seller hereby makes the following representations and warranties to the Purchaser each of which the Seller further covenants, warrants and represents are true and warrants correct as of the Agreement Date and must remain true and correct on each day during the Term: (a) it has been formed under the laws of the State of Delaware, USA, and is validly existing under those laws and has the power and authority to carry on its business in its jurisdiction of incorporation, the Country and such other jurisdictions where work will be performed pursuant to this Agreement; (b) it has requisite power and authority to enter into this Agreement and comply with its obligations under it; (c) this Agreement and the transactions under it do not contravene its constituent documents or any Law or obligation by which it is bound or to which any of its assets are subject or cause a limitation of powers or the powers of its general partner to be exceeded; (d) it has in full force and effect the limited partnership authorisations necessary for it to enter into this Agreement and perform transactions under it; (e) its obligations under this Agreement are valid and binding and are enforceable against it in accordance with the terms of this Agreement, except as the enforceability of this Agreement may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity; (f) it is not in breach of any Law or obligation affecting it or its assets in a way which may reasonably be expected to result in a material adverse effect on its business or financial condition; (g) there is no pending or (to its knowledge) threatened proceeding affecting the Seller or any of its assets that would affect the validity or enforceability of this Agreement, the ability of the Seller to fulfil its commitments under this Agreement in any material respect, or that could reasonably be expected to result in any material adverse change in the business or financial condition of the Seller; and (h) the Seller shall use reasonable endeavours to ensure that: (i) the Biomass it delivers hereunder is derived from one or more of the following: (A) Seller is the sole owner of record of the Property and has full rightsawmill, power and authority to sell, convey and transfer the Property.forestry or agricultural residues or wastes; (B) Seller will convey to Buyer good and marketable title to the Property by providing to Buyer forest biomass harvested as part of a valid general warranty deed.growth management plan, including forestry thinnings; (C) The Property trees with poor future carbon stock potential such as diseased or damaged trees; (D) perennial energy crops such as short-rotation coppice willow or miscanthus grass that are grown on land unsuitable for food crops; (E) waste wood; and/or (F) other biomass fuel sources which it anticipates will deliver greenhouse gas savings over short or medium time horizons (<50 years); and (ii) it avoids delivering Biomass hereunder derived from the clear-felling of forest exclusively for fuel use and the present use of the Property are not otherwise contemplated in violation of any governmental rules, codes, permits, regulations or limitations, and represents that nothing will be done or allowed to be done on or about the Property between the signing of this Agreement and the date of the Closing which will result in any such violation. paragraph (Check all that applyh)(i) ☐ ☐ Seller is not a “foreign person” as defined in Section 1445(f) of the Internal Revenue Code of 1986, as amended. Any and all mortgage liens on the Property will have been released on the date of the Closing. ☐ ☐ Seller has neither knowledge nor notice of any pending public agency hearings or appeals affecting the Property and will promptly notify Buyer if Xxxxxx receives notice or learns of any such hearings between the signing of this Agreement and the date of the Closing. Seller is not a “debtor” in a proceeding presently in any bankruptcy court. ☐ Seller has no knowledge of the existence of any municipal lien and/or assessment. ☐ ☐ Seller will notify Buyer immediately of any matters that may impact the Property, including, but not limited to, attachments, liens and any notice zoning matters. Seller shall maintain the current insurance policy on the property until the Closing. ☐ ☐ Any material alterations, additions or improvements to the Property have been made pursuant to and in accordance with the necessary and required filings, permits, authorizations and/or consents. Other:above.

Seller Representations and Warranties. Seller represents and warrants that: (A) Seller is the sole owner of record of the Property and has full right, power and authority to sell, convey and transfer the Property. (B) Seller will convey to Buyer good and marketable title to the Property by providing to Buyer a valid general warranty deed. (C) The Property and the present use of the Property are not in violation of any governmental rules, codes, permits, regulations or limitations, and represents that nothing will be done or allowed to be done on or about the Property between the signing of this Agreement and the date of the Closing which will result in any such violation. (Check all that apply) ☐ ☐ Seller is not a “foreign person” as defined in Section 1445(f) of the Internal Revenue Code of 1986, as amended. Any and all mortgage liens on the Property will have been released on the date of the Closing. ☐ ☐ Seller has neither knowledge nor notice of any pending public agency hearings or appeals affecting the Property and will promptly notify Buyer if Xxxxxx Seller receives notice or learns of any such hearings between the signing of this Agreement and the date of the Closing. Seller is not a “debtor” in a proceeding presently in any bankruptcy court. ☐ Seller has no knowledge of the existence of any municipal lien and/or assessment. ☐ ☐ Seller will notify Buyer immediately of any matters that may impact the Property, including, but not limited to, attachments, liens and any notice zoning matters. Seller shall maintain the current insurance policy on the property until the Closing. ☐ ☐ Any material alterations, additions or improvements to the Property have been made pursuant to and in accordance with the necessary and required filings, permits, authorizations and/or consents. Other:

Seller Representations and Warranties. The Seller represents and warrants thatto each Purchaser as follows: (Aa) Seller is the sole legal and beneficial owner of record of the Property and has full right, Company Stock with all the requisite power and authority to sell, convey enter into this Agreement and transfer the Propertyto perform its obligations hereunder. (Bb) The Units, and the Company Stock comprising the Units, delivered to the Purchaser are free and clear of any and all claims, liens, and encumbrances. (c) Seller has full power and authority to consummate the transactions contemplated by this Agreement, including, without limitation, to sell, transfer and assign to the Purchasers all right, title and interest in and to the Company Stock represented by the Units. (d) Immediately following the sale, transfer and assignment thereof at the Closing, the Purchasers will convey to Buyer have good and marketable title to the Property Company Stock represented by providing to Buyer a valid general warranty deedthe Units free and clear of all security interests, claims, liens, pledges, restrictions and encumbrances of any nature (other than the Second Amended and Restated Stockholders' Agreement of the Company (the "Stockholders' Agreement")). (e) This Agreement has been duly and validly executed and delivered by the Seller and, assuming the due execution and delivery thereof by each Purchaser, is a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity. (f) None of the execution or delivery by the Seller of this Agreement, the performance by the Seller of its obligations hereunder or the consummation of the transactions contemplated hereby (1) has resulted or will result (with or without notice, lapse of time or otherwise) in a breach of the terms or conditions of, a default under, a conflict with, or an acceleration of (or the creation in any person of any right to cause the acceleration of) any performance or any increase in any payment required by, or the termination, suspension, modification, impairment or forfeiture (or the creation in any person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any material rights or privileges of any Seller under (x) any agreement, contract, arrangement or understanding, written or oral (collectively, “Contract”), or any judgment, writ, order or decree (collectively, “Judgment”) to which the Seller is a party or by or to which the Seller, its properties, assets or any of the Company Stock may be subject, bound or affected, or (y) any applicable law, rule or regulation (collectively, “Law”); (2) has resulted or will result (with or without notice, lapse of time or otherwise) in the creation, imposition, or foreclosure of or right to exercise or foreclose any lien or restriction of any nature whatsoever upon or in any of (x) the assets of the Seller, or (y) the Company Stock comprising the Units; or (C) The Property and assuming that the present use sale to the Purchasers of the Property are not in violation Units is a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and from qualification or registration under applicable state securities laws, requires or will require the Seller to make any filing with, to give any notice to or to obtain any permit, authorization, consent or approval of any person. (g) There is no action, suit, investigation or proceeding, governmental rulesor otherwise (“Proceeding”), codespending or, permitsto the Seller’s knowledge, regulations threatened, against the Seller relating to the Company Stock or limitationsthe transactions contemplated by this Agreement, and represents that nothing will be done nor is there any valid basis for such Proceeding known to the Seller. (h) Seller is not bound by or allowed subject to be done on or about the Property between the signing of this Agreement and the date of the Closing any Contract with any person which will result in the Purchasers being obligated to pay any such violation. (Check all that apply) ☐ ☐ Seller is not a “foreign person” as defined finder’s fees, brokerage or agent’s commissions or other like payments in Section 1445(f) connection with the negotiations leading to this Agreement or the consummation of the Internal Revenue Code of 1986, as amended. Any and all mortgage liens on the Property will have been released on the date of the Closing. ☐ ☐ Seller has neither knowledge nor notice of any pending public agency hearings or appeals affecting the Property and will promptly notify Buyer if Xxxxxx receives notice or learns of any such hearings between the signing of this Agreement and the date of the Closing. Seller is not a “debtor” in a proceeding presently in any bankruptcy court. ☐ Seller has no knowledge of the existence of any municipal lien and/or assessment. ☐ ☐ Seller will notify Buyer immediately of any matters that may impact the Property, including, but not limited to, attachments, liens and any notice zoning matters. Seller shall maintain the current insurance policy on the property until the Closing. ☐ ☐ Any material alterations, additions or improvements to the Property have been made pursuant to and in accordance with the necessary and required filings, permits, authorizations and/or consents. Other:transactions contemplated hereby.

Seller Representations and Warranties. Seller represents and warrants that: (A) : Seller is the sole owner of record of the Property and has full right, power and authority to sell, convey and transfer the Property. (B) . Seller will convey to Buyer good and marketable title to the Property by providing to Buyer a valid general warranty deed. (C) . The Property and the present use of the Property are not in violation of any governmental rules, codes, permits, regulations or limitations, and represents that nothing will be done or allowed to be done on or about the Property between the signing of this Agreement and the date of the Closing which will result in any such violation. (Check all that apply) ☐ ☐ Seller is not a “foreign person” as defined in Section 1445(f) of the Internal Revenue Code of 1986, as amended. Any and all mortgage liens on the Property will have been released on the date of the Closing. ☐ ☐ Seller has no knowledge of the existence of any municipal lien and/or assessment. Seller has neither knowledge nor notice of any pending public agency hearings or appeals affecting the Property and will promptly notify Buyer if Xxxxxx Seller receives notice or learns of any such hearings between the signing of this Agreement and the date of the Closing. Seller is not a “debtor” in a proceeding presently in any bankruptcy court. ☐ Seller has no knowledge of shall maintain the existence of any municipal lien and/or assessmentcurrent insurance policy on the property until the Closing. ☐ ☐ Seller will notify Buyer immediately of any matters that may impact the Property, including, but not limited to, attachments, liens and any notice zoning matters. Seller shall maintain the current insurance policy on the property until the Closing. ☐ ☐ Any material alterations, additions or improvements to the Property have been made pursuant to and in accordance with the necessary and required filings, permits, authorizations and/or consents. Other:[user to write in own]

Seller Representations and Warranties. Seller represents and warrants that: (A) A. Seller is the sole owner of record of the Property and has full right, power and authority to sell, convey and transfer the Property. (B) B. Seller will convey to Buyer a good and marketable title to the Property by providing to Buyer a valid general warranty deed. (C) C. The Property and the present use of the Property are not in violation of any governmental rules, codes, permits, regulations or limitations, and represents that nothing will be done or allowed to be done on or about the Property between the signing of this Agreement and the date of the Closing which will result in any such violation. (Check all that apply) ☐ ☐ . D. Seller is not a “foreign person” as defined in Section 1445(f) of the Internal Revenue Code of 1986, as amended. . E. Any and all mortgage liens on the Property will have been released on the date of the Closing. ☐ ☐ . F. Seller has no knowledge of the existence of any municipal lien and/or assessment. G. Seller has neither knowledge nor notice of any pending public agency hearings or appeals affecting the Property and will promptly notify Buyer if Xxxxxx Seller receives notice or learns of any such hearings between the signing of this Agreement and the date of the Closing. . H. Seller is not a “debtor” in a proceeding presently in any bankruptcy court. ☐ . I. Seller has no knowledge of shall maintain the existence of any municipal lien and/or assessment. ☐ ☐ current insurance policy on the Property until the Closing. J. Seller will notify Buyer immediately of any matters that may impact the Property, including, but not limited to, attachments, liens liens, and any notice zoning matters. Seller shall maintain the current insurance policy on the property until the Closing. ☐ ☐ . K. Any material alterations, additions or improvements to the Property have been made pursuant to and in accordance with the necessary and required filings, permits, authorizations and/or consents. . L. Other:

Seller Representations and Warranties. Seller represents and warrants that: (A) : Seller is the sole owner of record of the Property and has full right, power and authority to sell, convey and transfer the Property. (B) . Seller will convey to Buyer a good and marketable title to the Property by providing to Buyer a valid general warranty deed. (C) . The Property and the present use of the Property are not in violation of any governmental rules, codes, permits, regulations or limitations, and represents that nothing will be done or allowed to be done on or about the Property between the signing of this Agreement and the date of the Closing which will result in any such violation. (Check all that apply) ☐ ☐ Seller is not a “foreign person” as defined in Section 1445(f) of the Internal Revenue Code of 1986, as amended. Any and all mortgage liens on the Property will have been released on the date of the Closing. ☐ ☐ Seller has no knowledge of the existence of any municipal lien and/or assessment. Seller has neither knowledge nor notice of any pending public agency hearings or appeals affecting the Property and will promptly notify Buyer if Xxxxxx Seller receives notice or learns of any such hearings between the signing of this Agreement and the date of the Closing. Seller is not a “debtor” in a proceeding presently in any bankruptcy court. ☐ Seller has no knowledge of shall maintain the existence of any municipal lien and/or assessmentcurrent insurance policy on the Property until the Closing. ☐ ☐ Seller will notify Buyer immediately of any matters that may impact the Property, including, but not limited to, attachments, liens liens, and any notice zoning matters. Seller shall maintain the current insurance policy on the property until the Closing. ☐ ☐ Any material alterations, additions or improvements to the Property have been made pursuant to and in accordance with the necessary and required filings, permits, authorizations and/or consents. Other:: _______________________________________________________________________ __________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Seller Representations and Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to acquire the Property, Seller hereby represents and warrants that:to Buyer as follows (A) A. Seller is not in monetary default or material non-monetary default under any of such Leases that remains uncured. B. To the sole owner best of record of Seller's knowledge there is no pending action, litigation, condemnation or other proceeding against the Property and has full rightor against Seller (or any of its partners or principals) with respect to the Property. There are no written threats or demands of any litigation, power and authority condemnation or other proceeding against the Property or against Seller (or any of its partners or principals) with respect to sellthe Property. To the best of Seller's knowledge, convey and transfer there are no threatened or contemplated actions, suits, arbitrations, claims or proceedings, at law or in equity, affecting the Property or in which Seller is, or will be, a party by reason of Seller's ownership of the Property. C. To the best of Seller's knowledge Seller has received no written notice from any governmental authority having jurisdiction over the Property to the effect that the Property is not currently in compliance with applicable laws and ordinances, and Seller has no knowledge that the Property is not currently in compliance with all applicable laws and ordinances. D. Other than those which are either (Ba) Seller will convey to cancelable on thirty (30) days' notice without payment of any fees, or (b) expressly assumed by Buyer good and marketable title in writing at the Closing, there are no Contracts or other agreements relating to the Property which will be in force on the Closing Date, and Seller is not in monetary default or material non-monetary default thereunder that remains uncured. E. This Agreement and all agreements, instruments and documents herein provided to be executed or to be caused to be executed by providing Seller are and on the Closing Date will be duly authorized, executed and delivered by and are binding upon Seller. Seller has the legal capacity and authority to enter into this Agreement and consummate the transactions herein provided without the consent or joinder of any other party. F. The rent roll and operating statements that will be provided to Buyer a valid general warranty deedby Seller are complete, true and correct in all material respects. At Closing, Seller will deliver to Buyer an updated, certified rent roll (current to within five (5) days of the Closing Date) that will be complete, true and correct in all material respects. (C) The Property G. Neither the execution and delivery of this Agreement and documents referenced herein, nor the present use incurrence of the Property are not in violation obligations set forth herein, nor the consummation of any governmental rulesthe transactions herein contemplated, codes, permits, regulations or limitations, and represents that nothing will be done or allowed to be done on or about nor compliance with the Property between the signing terms of this Agreement and the date documents referenced herein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note, or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreements or instruments to which Seller is a party or affecting the Property. H. To the best of Seller's knowledge, there is not any plan, study or effort of any governmental agency which in any way would materially affect the use of the Closing Property for its intended uses or any intended public improvements which will result in any charge being levied against, or any lien assessed upon, the Property. I. To the best of Seller's knowledge, (i) Seller has disclosed any and all notices of violations received by the Seller with respect to the Property, (ii) all licenses, approvals, permits and certificates from all applicable governmental authorities or private parties necessary for all Property alterations completed by the Seller were obtained prior to the commencement of such violation. alterations, and (Check iii) the Property is in compliance with all that apply) ☐ ☐ recorded covenants, conditions, restrictions, easements and agreements affecting the Property. J. Seller is not a “foreign person” as defined in Section 1445(f) of the Internal Revenue Code of 1986, as amended. Any and all mortgage liens on currently obligated to sell the Property will have been released on to any party or entity other than Buyer, nor do there exist any rights of first refusal or options to purchase the date of Property. For the Closing. ☐ ☐ Seller has neither knowledge nor notice of any pending public agency hearings or appeals affecting the Property and will promptly notify Buyer if Xxxxxx receives notice or learns of any such hearings between the signing purposes of this Agreement the terms "to the best of Seller's knowledge" shall mean the actual knowledge of Xxxxxxx X. Xxxxx, in his sole capacity as Manager of Seller, without any duty of independent investigation and or confirmation. Seller's representations and warranties set forth herein shall be continuing and shall be true and correct as of the Closing Date with the same force and effect as if remade by Seller in a separate, certificate at that time. The truth and accuracy of Seller's representations and warranties made herein shall constitute a condition for the benefit of Buyer to the Closing Date and shall survive, and shall not merge into, the Closing Date and the date recording of the Closing. Seller is not Deed for a “debtor” in a proceeding presently in any bankruptcy court. ☐ Seller has no knowledge period of the existence of any municipal lien and/or assessment. ☐ ☐ Seller will notify Buyer immediately of any matters that may impact the Property, including, but not limited to, attachments, liens and any notice zoning matterssix (6) months. Seller shall maintain the current insurance policy on the property until the Closing. ☐ ☐ Any indemnify, defend and hold Buyer harmless from and against any and all claims, demands, liabilities, losses, damages, costs and expenses, including attorney's fees, that may be suffered by or incurred by Buyer if any representation or warranty set forth in this Agreement is untrue or incorrect in any material alterations, additions or improvements to the Property have been made pursuant to and in accordance with the necessary and required filings, permits, authorizations and/or consents. Other:respect.