Hairpin Ranch_Purchase and Sale Agreement_FINAL_1.16.20

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(k) Subdivision. To the best of Seller's knowledge, the conveyance of the Conservation Easement will not constitute a violation of any subdivision ordinance. (1) Tax Valuation/Assessment. Seller has no knowledge and has received no notice of any proceedings pending for the correction of the assessed valuation of the Property or any other pending or threatened special assessments affecting the Property. (m) Authority. Seller has all requisite power and authority to execute and deliver this Agreement and to carry out Seller's obligations herein and the transactions contemplated hereby. This Agreement has been, and the documents contemplated hereby will be, duly executed and delivered by Seller and constitute the Seller's legal, valid and binding obligation enforceable against Seller. The sale of the Conservation Easement is not in violation of or in conflict with, nor does it constitute a default under, any term or provision of any agreement or instrument to which Seller is or may be bound, or of any provision of any applicable law, ordinance, rule or regulation of any governmental authority or of any provision of any applicable order, judgment or decree of any court, arbitrator or governmental authority. (n) No Omissions. All representations and warranties made by Seller in this Agreement, and all information contained in any certificate furnished by Seller to Buyer in connection with this transaction, are free from any untrue statement of material fact and do not omit any material facts necessary to make the statements contained herein or therein not misleading. The copies of any documents furnished to Buyer in connection with this transaction are true and complete copies of the documents they purport to be and to the best of Seller's knowledge contain no untrue statement of material fact and do not omit to state any material facts necessary to make the statements contained therein not misleading. (p) Mechanic's Liens. No labor, material or services have been furnished in, on or about the Property or any part thereof as a result of which any mechanics', laborer's or materialmen's liens or claims might arise. (q) No Assumption of Liabilities. Seller acknowledges that Buyer, by virtue of the purchase of the Conservation Easement, will not be required to satisfy any obligation of Seller, whether arising before or after the Closing Date. Seller will pay and discharge any and all liabilities of each and every kind arising out of or by virtue of the possession, ownership or use of the Property, whether before or after the Closing Date, and shall indemnify, defend and hold Buyer harmless therefrom. (r) Provide Further Information. From the Effective Date through the Closing Date, Seller will notify Buyer of each event of which Seller becomes aware affecting the Property or any part thereof immediately upon learning of the occurrence of such event. 12.2. Effect of Buyer's Inspections. The effect of the representations and warranties made by Seller in this Agreement shall not be diminished or deemed to be waived by any inspections or investigations made by Buyer or its agents. Page 11 of 20