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11�t16/90 14:25 F.31 415 e`-3 6100 SHELL OIL --`
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<br /> or article 7 hereof: and to current pr()pertY taxcs not in default. Ta�es and other items of current
<br />'r revenue and expense shall ac prorated as of the closing
<br /> tu•Ue: clecmcti equal to thane far the last Preceding date (such taxes, if not yet assessed,
<br /> p g year). Subject to the provisions of article 6,1
<br /> 21eY'[Uf, a?1 risk of loss or damage to the Premises occurring prior to the closing date shall be.
<br /> Seller'::. Escrow charges, title insurance premiums, recording fees, all documentary and trans`cr
<br /> toot w, and all other costs incident to eoMpletint the purchase shall be paid 'ay Seller,
<br /> 14. WITHDRAWAL. L', at the expiration of SIXTY ( 460 ) days after the
<br /> EaerciGe Date, any one or rlore of the conditions specified in articles 6 and 7 hereof have not
<br /> been fuifilIed, or if, at any time Shell shall have the right under any provision hereof to withdraw
<br /> fmrn this transaction, Shell may, at any timri thoreaftcr., at its o;Dtion ani without prejudic=e '.0
<br /> any other rights or reiredies it -nay have against Seller, withdraw from this; transaction and
<br /> be released of all liability hereunder, by giving notice to Seller and Escrow Agent; whereupon
<br /> all consideration paid for the Option and any cxtcrsion thereof shall be refunded by Scaler to
<br /> Shell, and Escrow Agent. shall return to Seiler thr_ deed delivered to it by Seller and to Sncll
<br /> any deposit made with it by Shell.
<br /> !I. REPRESENTATIONS AND WARRANTIES OF SlmUER. Seller hereby rnakr.:s the following
<br /> representations and warrantiFs to Shell, ti-s of the date hereof ailed the Closing date, which
<br /> representations sand warm ntics shall survive closing' hereunder:
<br /> (a) there areno parties in poslzession of all or any portion of the Premises, as the case
<br /> may be, as lessees, tenants at sufferance or trespassers;
<br /> (a)
<br /> Seller has no knowledge of any fact, action or proceeding, whether actual, pending
<br /> or threatened, which could result in the failure to acyuira, or the modification or
<br /> terming;tion of the zoning classification required to authorize use of the Premises as
<br /> an automobile service station;
<br /> (r_.) Selier has no knowledge of any existing fact or condition which would result in the
<br /> termination of ac=tress to and from the Premises, or the cessation of utilities neoessary
<br /> for the operation of an automobile service station as it is currently being or intended
<br /> to be operated;
<br /> (d) Seller has no knowledge, nor has received any formal notice, of any pending
<br /> coridemnation or similar proceeding or assessment by any governmental authority
<br /> which will: affect the Premises or any part thereof;
<br /> (e) Seller has complied with all applicable laws, ordinant;os, regulations, statutes, rules
<br /> and restrictions relating to the Premises or any part thereof;
<br /> (� . .Seller has no knowledge of any litigation, pending or tlireatened, that could affect,
<br /> encumber or burden the Premises,
<br /> (g) all work, labor, services and materials furnished prior to the closing date to or in
<br /> ennnL-.citinrr with-the--Premise_, and any improvements constructed thereon prior to
<br /> the c=losing date, will be discharges: by Seller prior to the closing date so that no
<br /> mechanics,' niaterialmen's or other lien may be filed against the Premises or such
<br /> improvements;
<br /> (h) no hazardous materials, toxic wastes, pollutants or contaminants have been produced,
<br /> stored, disposed of or discharged on the Premises or any portion 'thereof, into any
<br /> w"Itcl• body on the Premises, or into any ground, supplies under the Promises;
<br /> (i) all taxes on the Premises for all relevant years prior to the year of closing have been
<br /> Paid in full, and there are no penalties or delinquency charges owing;
<br /> (j) Seller has no knowl(.dge that any condition surviving closing exists in the contract
<br /> uneer which Seiler acquired the Premises that would in any way impair or affect
<br /> Shill's ability to develop or use the Premises; �
<br /> (k) that no party directly, indirectly, beneficially or otherwise interested in Scaler (other
<br /> than a mere s,.ockholder it Seller is a corporation) is a present or former officer,
<br /> director, employee, agent or representative of Shell- and
<br /> (1) that Seller owris fee simple title to the Premises and can convoy same to Shell at
<br /> closing. �.
<br /> Ir any of. the foregoing representations and warranties cannot be made by Selier at closing,
<br /> Slncll rias=, not"vithstandi;:g the provisions hereof, elect ati its sole remedy Lherefor a} to valve
<br /> tale warr-:nty(ies) in (auVSt-;Qand ease; (b) to obtain an appropriate indemnity from Seller in
<br /> a fc,rr,1 :.Itiaf�lCtary to �hf ll; (IV (c) to withC11-v'r frorr. this transkiction in accordance with tilt
<br /> provisions n` article 10 hereof.
<br /> ,c
<br /> lam, INDEMNITY AND AGREEMENT TO DEFEND. Sealer shall olid doc.�. berths Inderntr:y a:,:cl
<br /> hold Shell, i'.s dircc,tors, officers, emplayces and agents, harmless f=rom and sigainst any loss or
<br /> expense (inc:luding attorney's fees and costs of litigation) incurred as a result of any claire, action,
<br /> demand, ;udg-nent or s:I:t caused or alleged to have been caused by or happening in cor_neciion
<br /> }.vital the Premises ;]erring the time Seller was vested with title to the Premises to the date of
<br /> dosing, «•hr.tl;cr in tart., in 4pntraCt or ❑thervki5e including but not ]invited to fines, fees, or
<br /> sanctions aStir'rted by nr on behalf of any person or governmental authority arising frorn or in
<br /> connection with Seller's (or Seller's predecessor's in ownership) use or misuse, handling or
<br /> InlshanGling, storax e, spillage, discharge, seepage into water bodic;; or ground supplies, or release
<br /> into, thcL atmosphere of any hazardous material, pollutant, or contaminant. Seller shall conduct
<br /> the defensc of all such lil,iga.tion at its sole cost and expense, using counsel approved by Shell,
<br /> and Scl'.er shrill reit:ger offer nor accept any settlement thcreor without Shell's prior written
<br /> w iich approval and/or'consent shall not be unreasonably withheld. The: provisions (if
<br /> this artic=le 12 shall survive; closing hereunder,
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