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(a) The representations of Seller contained in this Agreement must be true now and <br />as of the date of Closing, as if made on the date of Closing and Seller shall have <br />delivered to Purchaser on the date of Closing a certificate, signed by Seller, <br />certifying that such representations are true as of the date of Closing (the "Bring - <br />down Certificate"), except to the extent that the representations are no longer <br />true and acceptable to Purchaser. <br />(b) Title shall be held by Seller on the date of Closing and shall be free and clear of <br />all encumbrances except the Permitted Encumbrances. <br />(c) Purchaser shall be satisfied, in its reasonable discretion, with the results of any <br />Investigation conducted by Purchaser or Seller on the Property. <br />(d) Purchaser is satisfied, in its reasonable discretion, with the results of the Survey; <br />(e) Seller shall perform all of the obligations required to be performed under this <br />Agreement, as and when required by this Agreement, except as waived by <br />Purchaser. <br />(f) No suit, zoning change, governmental investigation or other proceeding <br />challenging the transactions contemplated hereby, shall have been threatened or <br />instituted. <br />(g) Purchaser having granted the lot split approval described in Section 11(e) above. <br />If the contingencies set forth herein have not been satisfied or waived by Purchaser by the date of <br />Closing, as otherwise extended, Agreement shall be null and void and neither party shall have <br />any further obligations hereunder, except for Purchaser's indemnity obligations pursuant to <br />Section 7. The contingencies set forth in this section are for the sole and exclusive benefit of <br />Purchaser, and Purchaser shall have the right to waive the contingencies by giving notice to <br />Seller, provided Purchaser abides by the time requirements set forth above. <br />13. SELLER'S OBLIGATIONS AT CLOSING. On or prior to the date of Closing, Seller <br />shall: <br />(a) Execute, acknowledge and deliver to Purchaser the Deed to the Property <br />conveying to Purchaser marketable fee simple title to the Property subject only to <br />the Permitted Encumbrances. <br />(b) Execute and deliver to Purchaser such other documents as may be required by this <br />Agreement or as may be reasonably required by Title Company, including well <br />disclosures and sewage treatment system disclosures. <br />(c) Execute and deliver to Purchaser a standard form affidavit by the Seller indicating <br />that on the date of Closing there are no outstanding, unsatisfied judgments, tax <br />liens or bankruptcies against or involving Seller or the Property; that there has <br />6 <br />181815v6 <br />