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12.3 Buyer's Representation. Forterra is a Washington nonprofit corporation
<br />duly organized, validly existing and in good standing in the State of Washington. County is a
<br />political subdivision of the State of Washington. Each Buyer, for itself, represents that it has all
<br />requisite power and authority to execute and deliver this Agreement and to carry out its obligations
<br />and the transactions contemplated by this Agreement. This Agreement has been, and the
<br />documents contemplated by this Agreement will be, duly executed and delivered by Buyer and
<br />constitute Buyer's legal, valid and binding obligation enforceable against Buyer. The purchase of
<br />the Conservation Easement is not in violation of or in conflict with, nor does it constitute a default
<br />under, any term or provision of Buyer's governing documents, or any of the terms of any
<br />agreement or instrument to which Buyer is or may be bound, or of any provision of any applicable
<br />law, ordinance, rule or regulation of any governmental authority or of any provision of any
<br />applicable order, judgment or decree of any court, arbitrator or governmental authority.
<br />13. Environmental Compliance. In addition to and without limiting any other provision
<br />of this Agreement, Seller warrants, represents, covenants and agrees:
<br />(a) To the best of Seller's knowledge, Seller and the Property are in
<br />compliance with all federal, state, and local laws, regulations, and requirements applicable to the
<br />Property and its use;
<br />(b) To the best of Seller's knowledge, there has been no release,
<br />dumping, burying, abandonment or migration from off-site on the Property of any substances,
<br />materials, or wastes that are or are designated as, hazardous, toxic, dangerous, or harmful or
<br />contain components that are, or are designated as, hazardous, toxic, dangerous, or harmful and/or
<br />that are subject to regulation as hazardous, toxic, dangerous, or harmful by any federal, state or
<br />local law, regulation, statute, or ordinance;
<br />(c) Neither Seller nor, to the best of Seller's knowledge, Seller's
<br />immediate predecessor as owner of the Property, has disposed of any Hazardous Substances off-
<br />site, nor have they disposed of substances at sites designated or proposed to be designated as
<br />federal Superfund (42 U.S.C. §9601 et seq.) or state Model Toxics Control Act (RCW
<br />70.105D.010 et seq.) ("MTCA") sites; and
<br />(d) To the best of Seller's knowledge, there is no pending or threatened
<br />litigation affecting the Property or any portion of the Property that will materially impair the
<br />conservation values of any portion of the Property. To the best of Seller's knowledge, no civil or
<br />criminal proceedings have been instigated or are pending against Seller or its predecessors by
<br />government agencies or third parties arising out of alleged violations of environmental laws, and
<br />neither Seller nor its predecessors in interest have received any notices of violation, penalties,
<br />claims, demand letters, or other notifications relating to a breach of environmental laws.
<br />(e) Seller will hold harmless and indemnify the Buyer against all
<br />litigation, claims, demands, penalties, and damages, including reasonable attorneys' fees, arising
<br />from or connected with the release or threatened release of any Hazardous Substances or
<br />Hazardous Materials on, at, beneath, or from the Property, or arising from or connected with a
<br />violation of any Environmental Laws by Seller or any other prior owner of the Property. Seller's
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