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V. REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF SELLER Seller hereby makes the following representations and warranties, which shall also be true as of the date of Closing and which shall survive the Closing: 5.1 Seller is the exclusive owner of the Property and the party signing this Contract has full power and authority to execute and deliver the Contract and the Easement on behalf of the Seller. 5.2 There are no parties, other than Seller, in possession of any portion of the Property as lessees, tenants at sufferance or trespassers and there are no leases or operating agreements applicable to such portions of the Property that will prohibit this sale. 5.3 There is no pending or threatened condemnation or similar proceeding or assessment affecting the Property, or any portion thereof, nor is any such proceeding or assessment contemplated by any Governmental Authority. As used herein, the term "Governmental Authority" shall mean the United States, the State of North Carolina, the County of Cabarrus, and any agency, department, commission, board, agency, bureau, political subdivision or instrumentality of any of them. If notice, or knowledge of same becomes available to Seller during the term of this Contract, Seller shall immediately notify Purchaser. 5.4 There is no pending or threatened litigation or administrative proceeding, which could adversely affect title to the Property or any part thereof or the ability of Seller to perform any of its obligations hereunder or the use of the Easement and Property by Purchaser for wetlands restoration and preservation or otherwise affect the Property in any way. If notice, or knowledge of same becomes available to Seller during the term of this Contract, Seller shall immediately notify Purchaser in writing. Seller agrees to indemnify and hold Purchaser harmless from any and all losses which Purchaser may sustain or incur incident to any litigation presently existing or which may be instituted prior to or subsequent to Closing with respect to an action or failure to act as to the Property which occurred prior to the Closing. 5.5 The Property has full and free access from Hickory Ridge Road and/or Raging Bull Road, which is a public highway, and to the best of Seller's knowledge, there is no pending or threatened governmental proceeding or any other fact or condition which would limit or result in the termination of such access. 5.6 There exists no judicial, quasi judicial, administrative or other proceeding or court order, building code provision, deed restriction or restrictive covenant (recorded or otherwise) or other private or public limitation, which might in any way impede or adversely affect the use of the Property by Purchaser for wetland or stream mitigation purposes. 4 2013 Base Option Attachment number 1 G -9 Page 202