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12. EMINENT DOMAIN. If, prior to the date of the Closing, all or any part of the Property
<br />is taken by eminent domain or action is instituted by a condemning authority possessing the power of
<br />eminent domain regarding the taking of all or any part of the Property, the Buyer may, by written notice
<br />to the Seller, elect to terminate this Contract. In the event that the Buyer shall so elect, both parties shall
<br />be relieved and released of and from any further liability hereunder, and the Escrow Agent shall forthwith
<br />repay to Buyer the Binder paid hereunder. Unless this Contract is so canceled, it shall remain in full force
<br />and effect, and the Seller shall assign, transfer and set over to Buyer all the Seller's rights, title and
<br />interest in and to any awards that may be made for such taking.
<br />13. NO WASTE. During the existence of this Contract Seller shall commit no waste upon
<br />the Property, and Seller shall maintain the Property in as good condition as it is now.
<br />14. SELLER'S UNDERTAKINGS. The Seller undertakes the following and makes the
<br />following representations and warranties:
<br />(a) Seller has the power, authority and capacity to sell the Property in accordance
<br />with the terms of this Contract and Sellers covenants and agreements are the valid and binding
<br />obligations of Seller, enforceable in accordance with their terms. Seller's execution of this
<br />Contract and all documents and instruments to be executed and delivered by Seller at the Closing,
<br />and the performance by Seller of Seller's duties and obligations under this Contract are authorized
<br />by Seller's Board of Commissioners and will not violate any contract, agreement or other
<br />instrument to which Seller is a party or any judicial order by which Seller is bound.
<br />(b) Intentionally omitted;
<br />(c) All ad valorem taxes through 2006 have been paid, and any other taxes, charges
<br />or assessments of any nature or description levied by governmental and/or taxing authorities
<br />which constitute a lien against the Property will be paid at Closing out of the proceeds of the
<br />Purchase Price.
<br />(d) There is no condemnation proceeding currently underway relating to the
<br />Property, and Seller has no knowledge of any threatened condemnation proceeding.
<br />(e) Seller has not entered into any other agreement with reference to the sale of the
<br />Property, and neither Seller nor the Property is subject to any claim, demand, suit, unfiled lien,
<br />proceeding or litigation of any kind, pending or outstanding, or to the knowledge of Seller,
<br />threatened or likely to be made or instituted, which would in any way be binding upon Buyer or
<br />its successors or assigns or affect or limit Buyer's or its successors' or assigns full use and
<br />enjoyment of the Property or which would limit or restrict in any way Seller's right or ability to
<br />enter into this Contract and consummate the sale and purchase contemplated hereby.
<br />(f) The Seller is the sole owner of the Property and has fee simple title to the
<br />Property, and there are no outstanding interests owned or controlled by any other individual,
<br />estate, trust, firm, partnership, corporation, company or entity, other than the Leases described on
<br />Exhibit A attached hereto.
<br />(g) To the knowledge of Seller, the Property is in compliance with all Environmental
<br />Laws and does not contain any Hazardous Materials. "Hazardous Materials" shall mean any
<br />waste, pollutant, chemical, hazardous material, hazardous substance, toxic substance, hazardous
<br />waste, special waste, solid waste, asbestos, radioactive materials, polychlorinated biphenyls,
<br />G 53 .~`
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