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(10) Property /Documents. To the best of Seller's <br />knowledge, the Property Documents and all other documents and information provided by <br />Seller or its agents or consultants to Buyer are complete, true and accurate kind do not omit any <br />material fact and there are no other documents, materials, studies, surveys or other information <br />in the possession or control of Seller that would have a material and adverse effect on Buyer's <br />ability to own, develop and/or market the Property, <br />(1 l) (Other Agreements. Except as set forth in the Property <br />Documents and this .Agreement, Seller has not made any commitment or representation to or <br />entered into any agreement of any kind with any government authority, or any adjoining or <br />surrounding property owner, group or other third party, which would in any way be binding on. <br />Buyer or all or any portion of the Property or would interfere in any way with Buyer's ability <br />to own, develop, improve and /or market the Property, and will not make any such <br />representations or warranties or enter into any such agreements Which would affect the <br />Property or any portion thereof prior to the Close of }..screw, without Buyer's written consent. <br />(12) Access. '['here is :full and unobstructed direct access to <br />the Property from public streets, highways or roads which are adjacent to the Property. <br />(13) Bankruptcy. No "Bankruptcy Event" (as defined below) <br />has occurred with respect to Seller nor any member or manager of Seller. There is not pending <br />or threatened any case, proceeding or other action seeking reorganization, arrangement, <br />adjustment, liquidation, dissolution or re- composition of Seller or any member or manager of <br />Seller or seeking appointment of a receiver, trustee, custodian or similar official for Seller or <br />any member or manager of Seller for all or any substantial part of its or their assets, <br />"Bankruptcy Event" nneans (a) the making by a person of a general assignnnent for the benefit <br />of such person's creditors, (b) the admission in writing by a person of its inability to pay its or <br />their debts as they mature, (c) an attachwnetxt, execution or other judicial seizure of any property <br />interest which remains in effect, or (d) the failure to have taken or submission to tiny action <br />indicating a general inability by a person to meet its financial obligations as they accrue. <br />(14) Material Change, Seller shall promptly notify Buyer if <br />Seller obtains information that would .make any of the representations or warranties contained <br />in this Section 5.2.1 materially inaccurate or misleading. <br />5.2.2 Buyer's Warranties. In consideration of Seller entering into this <br />Agreement and as an inducement to Seller to sell the Property to .Buyer, Buyer makes the <br />following representations and warranties which shall be true and correct as of the Effective Date <br />and the Close of Escrow and each of which is material and being relied upon by Seller. For all <br />purposes of this Agreement, including Buyer's representations and warranties contained in this <br />Section 5.2.2, the phrase "to the best of Buyer's knowledge" shall mean the current actual <br />knowledge of Buyer. If prior to the Close of Escrow Seller determines that any representation or <br />warranty of Buyer is untrue, inaccurate or incomplete in any material respect (and without <br />waiving any of Sellers rights or remedies hereunder at law or in equity with respect to any <br />material untruth, incompleteness or inaccuracy existing on the Effective Date, that was known of <br />or should have been Innown of by Buyer), Seller may give Buyer written notice of sarne and <br />Buyer shall have seven (7) days from the elate of receipt of Seller's notice (and the Closing Date <br />-11- <br />25C-21 <br />