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"Title Company) may reasonably require to conform the standard exceptions in the Title <br />Company's form of title insurance policy to the .provisions of this Agreement. <br />d, The Seller shall deliver to Buyer and/or the Title Company reasonably satisfactory <br />evidence of the authority of those individuals executing the documents that Seller is <br />required to execute and deliver hereunder. <br />e. All covenants of Seller if any, to be performed as herein provided, prior to the Closing <br />Date shall be performed. <br />f. Tire Property shall comply with the provisions of Section 9 hereof. <br />33. Neither Buyer nor Seller shall be obligated to close the transaction contemplated by this Purchase <br />and Sale Agreement unless and until all of the conditions precedent have been fulfilled. If any <br />one or more of such conditions precedent are not fulfilled or waived in writing prior to the <br />Closing Date, Buyer or Seller may rightfully rescind this Purchase and Sale Agreement by written <br />notice to the other party given in accordance with Section 31 hereof. Upon such rescission, <br />Escrow Agent shall forthwith return all deposits to rescinding party in accordance with this <br />Agreement. <br />34, During the pendency of this Purchase and Sale Agreement the Seller and Buyer shall cooperate in <br />all reasonable ways with each other so as to facilitate the closing of the transaction contemplated <br />herein. <br />35. The Seller hereby warrants and represents that: <br />(a) Seller has not received any notice with respect to the Property: <br />(1) from any governmental authority advising of a violation or an alleged violation <br />of any subdivision, zoning, health, safety, fire, building or environmental laws, <br />rules, regulations, ordinances or orders of any state, federal or municipal <br />authorities or <br />(2) £tram any insurance carrier of the Property or any of the personal property and <br />equipment regarding any dangerous, illegal or other conditions requiring any <br />corrective action; <br />(b) between the date hereof and the Closing Date, Seller shall not: <br />{ i } encumber, lease or grant any other interest or right in the Property, or any part <br />thereof, without the written consent of Buyer. <br />change the physical characteristics of the Property, or any part thereof, without <br />{2) the written consent of the Buyer. <br />change the status of the property under any laws or regulations of any <br />(3) governmental authority from tune to time in effect without the written consent of <br />Buyer; or art thereof. <br />(4) sell. lease, sublease, transfer or convey the Property or any p <br />stated in this agr�rnent sha11 be construed to prevent the Seller from <br />(5) continuing to the property as a seasonal motel business. "Te <br />continuing to opera <br />/n A <br />BST99 i37Jf933'2.055632.1111 _ <br />