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(b) Special warranty deed with respect to
<br />the pit Land.
<br />(c) such other documents of acslgnment and
<br />transfer aa, end in such form ec, Buyer has reaeona bly requested
<br />with respect to the Assets.
<br />(d) Coplea oC reeo lotions of the Seller's
<br />Responsible Director approving th le Agreement and the
<br />traneectlone contemplated herein, certif led by the secretary of
<br />p7C as of the Closing Date.
<br />(e) A certlfled copy of the sole Order which
<br />is catlcfectory Sn [arm end cubste nca to Buyer and its counsel,
<br />among other things, (i) approving end confirming the sole of the
<br />Assets to Buyer, free and cleat of ell claims, mortgages, Hens,
<br />judgment liens, security .ntereets, pledgee, options,
<br />re err lctions and other encumbrances, except Perm Stted
<br />Encumbrances, and (11) [Snding end ordering that Buyer has
<br />purchased the Assets Sn good 2eith with In the meaning of 11
<br />U. s.C. 5761(m) and that Buyer Ss entitled to the protection of 11
<br />U.s.C.5767(m).
<br />(f) Not less than three (7) days prior to
<br />the Clos log Date a preliminary commitment to issue an owner's
<br />policy of title Snaurance se tlefactory to Buyer end Sts counsel
<br />insuring the Buyer's title to the real property described In
<br />Section 1.7(a) Hereof is free and clear as prow Sded Sn Section
<br />1.1 hereof. At the time of Closing a binding commitment to issue
<br />the aforement toned policy.
<br />(g) All other documents, instruments end
<br />vrltinga required by this Agreement Co be del ivated by Seller of
<br />the Closing.
<br />7 .5. Deliveries by Buver. At Che Closing, Buyer
<br />shall deliver the following to Seller:
<br />(e) Immad Sataly avellebla funds by wire
<br />trenef er or cashler'c check payeb le to the order of Seller Sn the
<br />amount o[ the Pr ice, less the earnest money deposited with this
<br />Agreement.
<br />(b) Copies oC the resolutions of Buyer's
<br />board of directors approving this Agreement end the transactions
<br />contemplated herein, certif led by the Secretary of Buyer ec of
<br />the Closing Date.
<br />(c) All other documents, instruments end
<br />writ Sngs required by this Agreement to be delivered by Buyer at
<br />the C1ocing.
<br />Rem_resentetions and Warrant Ses aC Seller.
<br />Seller reprecente end warrants to, end agrees
<br />with, Buyer as follows:
<br />7.1. Ormanire tion oC pit: Au thorlxetion. Seller
<br />is a corporation duly organlrad, validly exacting and in good
<br />crane Sng under the lave of Da levers. Seller her full corporate
<br />power end authority to execute end deliver this agreement and to
<br />perform its obligetione hereunder. The evacutlon, delivery end
<br />performance of th le Agreement have been duly suthorired by all
<br />necessary corporate a<:t ion of Seller end subject to approval of
<br />the Bankruptcy Court, eh Se Agreement conetitutee a valid end
<br />bind log obligation of seller, enforceable age lost St in
<br />accordance with its farms.
<br />7.7. Nn ConCl let. 6ubject to the approval of the
<br />Bankruptcy Court, neither the execution and delivery of thi•
<br />Agreement nor the consummetlon o[ any or all of the treneeetlone
<br />contemplated herein will (e) violate any pzov Seion of the
<br />certif lea to of incorporation or by-lave (or other governing
<br />instrument) of Seller, or (b) violate, be in conflict with, or
<br />constitute a default (or en event which, with notice or lapse of
<br />time or both, would constitute a de[eu lt) under any agreement or
<br />commitment to which Seller Sa party or (c) violate any statute or
<br />few or any judgment, decree, order, requletion of rule oC any
<br />court or other governmental body applicable to Geller.
<br />7.7. f~ met Pro dlnm". There aie no clelma,
<br />actions, 6wiC6, logo arise, invest Sgat ions or proceedings pending
<br />or threatened against Seller ra feting to the traneectlone
<br />contemplated hereby, to the RNC Land, or to the bueinae• of p!C
<br />be[ore any federal, stets or Local court or other governmental or
<br />regulatory body, United Stains or foreign, other then the
<br />Bankruptcy Court procuedinga. Buyer epecif lcally ecknowledgea
<br />that St Sa aware o[, end has bean provided information concarning
<br />the fact that the p]C Lend lc with in a site commonly known ee the
<br />"79th end Reed site" farted on the National Pr ioritiee LSat under
<br />CERCLA.
<br />].<. Reel Prooerty. Seller has good and
<br />marketable Cee simple CStla to the p!C Land to be conveyed
<br />hereunder, tree end clear of ell mortgagee, pledgee, liens,
<br />cond Stlonel seise agteemanta, leases or other encumbrenca^ of any
<br />kind or nature, except for the Permitted Encumbrances.
<br />7.5. Personal Prooerty. Geller has good sod
<br />marketable title to sll peraonsl property being transferred
<br />hereunder, tree and clear oC ell mortgages, pledges, Hens,
<br />cond itlonal eelea agreement leases or other encumbrances of any
<br />kind or nature, except for Permitted Encumbrances or liens from
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