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<br />Secdon s. Conditi(lns. This Agreement and the rights and obligations of the parties nnder this Agreement are hereby
<br />made expressly conditioned upon fulfillment (or waiver by Buyer) of the following conditions:
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<br />(a) Title Examination. After the date of execution of this Agreement by Seller, Buyer may, at
<br />Buyer's expense, cause a title examination to be made of the Seller's property. In the event that such title
<br />examination shall show that Seller's title is not good, marketable, fee simple and insurable, then Buyer shall
<br />immediately notify Seller in writing of all such title defects and exceptions, as of the date Buyer learns of the title
<br />defects, and Seller shall have an~addilional ten (10) days to cure said noticed defects. If Seller does not cure the
<br />defects or objections within ten (10) days of notice thereof, Buyer may tenninate this Agreement.
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<br />(b) Intended Use. Beller represents and warrants that, to the best of Seller's knowledge, use of the
<br />Property for its Intended Use will not violate any private restrictions or governmental regulations. If Buyer
<br />detennines, prior to the Closing, that use of the Property for its Intended Use will violate any such private restrictions
<br />or governmental regulations, then Buyer may terminate the agreement by written notice, and neither party shall then
<br />have any further obligations in cOlmection with this Agreement. If the Property is not in substantially the same
<br />condition as. of the date of the offer, reasonable wear and tear excepted, then the Buyer may tenninate the
<br />Agreement.
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<br />(c) Insoections. Buyer, its agents or representatives, at Buyer's expense and at reasonable times
<br />during nonnal business hours, shall have tlle right to enter upon the Seller's property for the purpose of inspecting,
<br />examining, perfonning soil boring and other testing, and surveying the Property. Buyer assumes all responsibility
<br />for the acts of itself, its agents or representatives in exercising its rights under this Paragraph and agrees to indenmify
<br />and hold Seller harmless from any damages resulting therefrom.
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<br />Section 6. Environmental. Seller represents and warrants that it has uO actual knowledge of the presence or disposal
<br />within the buildings or on the Property of hazardous or toxic waste or substances, which are defined as those
<br />substances, materials, and wastes, including but not limited to, those substances, materials and wastes listed in the
<br />United States Department ofTr~nsportation Hazardous Materials Table (49 CFR 172,101) or by the Environmental
<br />Protection Agency as hazardolls substances (40 CFR Part 302) and amendments thereto, or such substances,
<br />materials and wastes which are or become regulated under any applicable local, state or federal law, including,
<br />without limitation, any material, waste or substance which is (i) petroleum, (ii) asbestos, (iii) polychlorinated
<br />biphenyls, (iv) designated as a "Hazardous Substance" pursuant to Section 331 of the Clean Water Act, 33 U.S.c.
<br />Sec. 125 1, et sea. (33 V.S.C. 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. Sec 137 1),
<br />(v) defmed as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42
<br />U.S.C. Sec. 6901, et. sea. (42 US.C. Sec. 6903) or (vi) defmed as a "hazardous substance" pursuant to Section 101
<br />of the Comprehensive Enviromuental Response, Compensation and Liability Act, 42 U.S.C. Sec 9601, ~(42
<br />US.C. 9601). Seller further st*es that it has no actual knowledge of any contamination of the Property from such
<br />substances as may have been d,isposed of or stored on neighboring tracts, and it has no reason to suspect that such
<br />use or disposal has occurred, either during or prior to its ownership of Property.
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<br />Section 7. Risk of LosslDamagelRepair. Until the Closing, the risk of loss or damage to the property, except as
<br />otherwise provided herein, shall be borne by Seller, If the property is damaged so that said right-of-way and
<br />easement cannot be conveyed in substantially the same condition as it was prior to Closing, Buyer may elect to
<br />terminate this Agreement.
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<br />Section 8. Closing. The Closing shall consist of the execution and delivery by Seller to Buyer of the fonn of
<br />agreement attached hereto as ~xhibit A (including obtaining the consent and subordination by Seller's lender) and
<br />other documents customarily executed by a seller in similar transactions, including without limitation, an owner's
<br />affidavit, lien waiver forms and a non-foreign affidavit, and the payment by Buyer. to Seller of the Purchase Price in
<br />accordance Witll the terms of the Purchase Price. The Closing shall be held at the office 0 /Buyer's att011ley or such
<br />other place as the paIties hereto may mutually agree.
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<br />Section 9. Notices. Unless otherwise provided herein, all notices and other communications which may be or are
<br />required to be given or made by any party to the other in connection herewith shall be ill writing and shall be deemed
<br />to have been properly given and received on the date delivered in person or deposited in the United States mail
<br />..regi.iered,;':-certified,-iefum rf<ieipfrequesied,to ~the adifresses~sefouTii'-Seclioln (hlano~Sel1efiirulm Se-orion. t(li-~-~-~
<br />as to Buyer, or at such other addresses as specified by written notice delivered in accordance herewith.
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<br />WC;SR34:l3281 vi
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