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a. Seller is duly organized, qualified and in good standing, and has the requisite <br />power and authority to enter into and perform this Agreement and Seller's <br />Closing Documents; such documents have been duly authorized by all <br />necessary action; and such documents are or will be valid and binding <br />obligations of Seller, enforceable in accordance with their terms. The <br />individual signing this Agreement and all other documents executed or to be <br />executed pursuant hereto on behalf of Seller are and shall be duly authorized <br />to sign the same on Seller's behalf and to bind Seller thereto. <br />b. The execution and delivery of this Agreement by Seller, the execution and <br />delivery of every other document and instrument delivered pursuant hereto <br />by or on behalf of Seller, and the consummation of the transactions <br />contemplated hereby will not (i) constitute or result in the breach of or <br />default under any oral or written agreement to which Seller is a party or <br />which affects the Property; (ii) constitute or result in a violation of any order, <br />decree, or injunction with respect to which Seller and/or the Property is <br />bound; and/or (iii) cause or entitle any party to have a right to accelerate or <br />declare a default under any oral or written agreement to which Seller is a <br />party or which affects the Property; <br />c. Seller is fee owner of the Property; <br />d. there is no action, litigation, investigation, condemnation or proceeding of <br />any kind pending, or to the knowledge of Seller, threatened against Seller or <br />any portion of the Property; <br />e. Seller is not a foreign person, foreign partnership, foreign trust or foreign <br />estate as those terms are defined in Section 1445 of the Internal Revenue <br />Code; <br />f. there is no litigation, arbitration or proceeding pending or threatened, before <br />any court or administrative agency or any other condition that relates to or <br />affects the Property, or which will result in a lien, charge, encumbrance or <br />judgment against any part of or any interest in the Property; <br />g. <br />to the best of Seller's actual knowledge, no toxic or hazardous substances or <br />wastes, pollutants or contaminants (including, without limitation, urea <br />formaldehyde, the group of organic compounds known as polychlorinated <br />biphenyls, petroleum products including gasoline, fuel oil, crude oil and <br />various constituents of such products, and any hazardous substance as <br />defined in any Environmental Law (collectively, "Hazardous Substances") <br />currently exist on the Premises in violation of any Environmental Law. To <br />Seller's actual knowledge, Seller is not subject to any pending or, to the <br />knowledge of Seller, threatened proceeding alleging violation of any <br />Environmental Law or alleging responsibility for any environmental <br />condition at the Property, in each case, that would reasonably be expected to <br />