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services, supplies or materials, affecting the use, operation, maintenance or management of the Real <br />Property. <br />(xi) There are not as of the Effective Date, nor will there be as of the <br />Closing, any written or oral leases or contractual right or option to lease, purchase, or otherwise <br />enjoy possession, rights or interest of any nature in and to the Real Property or any part thereof, and <br />no person other than Buyer shall have any right of possession to the Real Property or any part <br />thereof as of the Closing. <br />(xii) No person, excepting Seller, has possession or any rights to <br />possession of the Real Property or portion thereof. <br />(b) Subsequent Changes to Seller's Representations and Warranties. If, prior to <br />the Closing, Buyer or Seller should learn, discover or become aware of any existing or new item, <br />fact or circumstance which renders a representation or warranty of Seller set forth herein incorrect <br />or untrue in any respect (collectively, the "Seller Representation Matter "), then the party who has <br />learned, discovered or become aware of such Representation Matter shall promptly give written <br />notice thereof to the other party and Seller's representations and warranties shall be automatically <br />limited to account for the Representation Matter. Buyer shall have the right to approve or <br />disapprove any such change and to terminate this Agreement by written notice to Seller if Buyer <br />reasonably disapproves any such change. If Buyer does not elect to terminate this Agreement, <br />Seller's representation shall be qualified by such Seller Representation Matter and Seller shall have <br />no obligation to Buyer for such Seller Representation Matter. <br />(c) Buyer's Representations and Warranties. In consideration of Seller entering <br />into this Agreement and as an inducement to Seller to sell the Real Property, Buyer makes the <br />following representations and warranties as of the date hereof and at and as of the Closing, each of <br />which is material and is being relied upon by Seller (and the truth and accuracy of which shall <br />constitute a condition precedent to Seller's obligations hereunder), and all of which shall survive <br />Closing: <br />(i) Buyer has the legal power, right and authority to enter into this <br />Agreement and the instruments referenced herein, and to consummate the transaction contemplated <br />hereby. <br />(ii) All requisite action has been taken by Buyer in connection with <br />entering into this Agreement and the instruments referenced herein; and, by the Closing, all such <br />necessary action will have been taken to authorize the consummation of the transaction <br />contemplated hereby. <br />(iii) The individuals executing this Agreement and the instruments <br />referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer <br />to the terms and conditions hereof and thereof. <br />(iv) Neither the execution and delivery of this Agreement and the <br />documents and instruments referenced herein, nor incurring the obligations set forth herein, nor the <br />consummation of the transaction contemplated herein, nor compliance with the terms of this <br />Agreement and the documents and instruments referenced herein conflict with or result in the <br />material breach of any terms, conditions or provisions of, or constitute a default under, any bond, <br />11 <br />