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3.1.2 Subject to the conditions herein, this Agreement constitutes the legal, valid <br />and binding obligation of Seller and is enforceable against Seller in accordance with its <br />terms. <br />3.1.3 To Seller's actual, present knowledge, the performance by Seller under <br />this Agreement is consistent with and not in violation of, and will not create any default <br />under, any contract, agreement or other instrument to which Seller is a party, any judicial <br />order or judgment of any nature by which Seller or the Property is bound. <br />3.1.4 To Seller's actual, present knowledge, Seller has received no written <br />notice alleging any violation of Environmental Laws (defined below) with respect to the <br />Property. <br />3.1.5 To Seller's actual, present knowledge, there is no litigation pending or, to <br />Seller's actual, present knowledge, threatened, which would affect the Property or Seller's <br />ownership thereof. <br />3.1.6 Seller is not a "foreign person" within the meaning of Sections 1445(f)(3) <br />and 7701(a)(30) of the Internal Revenue Code and Seller will furnish to Purchaser at <br />Closing an affidavit confirming the same. <br />3.1.7 Except as set forth in Section 9.14 of this Agreement, the Land will be <br />conveyed by Seller to Purchaser free and clear of all leases, tenancies and rights of <br />possession by other parties claiming through the City of Louisville. <br />3.1.8 Seller shall notify Purchaser in writing if, at any time prior to Closing, <br />there are any material changes to the foregoing representations and warranties adverse to <br />Purchaser and in such event Purchaser has the right, but not the obligation to terminate <br />this Agreement within three (3) business days after said notice is delivered by Seller, <br />whereupon the Deposit in full shall be returned to Purchaser from the Title Company. <br />3.2 Purchaser's Representations. Purchaser hereby represents and warrants to Seller <br />as of the date of this Agreement as follows: <br />3.2.1 Purchaser is a Colorado corporation duly formed and in good standing <br />under the laws of the State of Colorado. <br />3.2.2 This Agreement constitutes the legal, valid and binding obligation of <br />Purchaser and is enforceable against Purchaser in accordance with its terms. The <br />execution and delivery of this Agreement, and Purchaser's performance under this <br />Agreement, are within Purchaser's powers and have been duly authorized by all necessary <br />company action. The person executing this Agreement on behalf of Purchaser has the <br />authority to so act. <br />3.3 Disclaimer of Certain Representations and Warranties. <br />3.3.1 Purchaser acknowledges that Seller is affording Purchaser the opportunity <br />for full and complete investigations, examinations and inspections of the Property. <br />3 <br />