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dump, industrial waste disposal area, or any other similar usage; (c) no hazardous or toxic materials, as such terms are defined under applicable local, state and federal laws and regulations, exist on the surface or subsurface of the Property or in any surface waters or ground waters on or under the Property; and (d) it is in compliance with all applicable environmental laws, regulations, ordinances and orders relating to the Property. • 5.3 Seller shall indemnify and hold Buyer harmless from and against any claim, loss or expense, including reasonable attorneys' fees, arising out of any material breach of the representations, warranties and covenants contained in this Section 5. 5.4 Seller represents and warrants that no person has any option to purchase all or any portion of the Property, nor shall any person have any right of first refusal or similar right with respect to all or any portion of the Property. Seller may not, without Buyer's prior written consent (which shall not be unreasonably withheld) convey, encumber or assign the Property or its rights under this Agreement. 5.5 Seller has no notice or knowledge of any planned or commenced public improvement which may result in special assessments or otherwise materially affect the Property or government agency or court order requiring repair, alteration or correction of any existing condition. Except as specifically set forth hereinabove, Buyer is taking title to the Property in "as is" condition. The representations, warranties and covenants set forth in this Section 5 shall be deemed remade as of the closing of the sale and purchase contemplated herein (the "Closing") and shall, • together with the indemnity obligation contained herein, survive Closing. 6. CLOSING. Unless changed as provided herein, the Closing shall be held at the office of the Title Company in Minneapolis, Minnesota or in the office of Buyer's lender's attorney, as designated by Buyer, on or before the date thirty (30) days after the Review Date ("Closing Date"). Buyer shall have the option to accelerate the Closing Date upon thirty (30) days prior written notice to Seller. 6.1 At Closing, Seller shall deliver to Buyer (a) a quit claim deed to the Property subject only to those exceptions to title which Buyer has accepted pursuant to Sections 3 and 4.10 and which describes the Property by legal description identical to that shown on the title insurance commitment and survey, (b) evidence satisfactory to the title company that the deed and other closing documents have been validly authorized, executed and delivered by Seller, (c) an affidavit certifying that (i) there are no mortgages, judgment liens or other encumbrances of any nature whatsoever affecting the Property except as set forth in the title insurance commitment; (ii) there are no rights of possession, use or otherwise, outstanding in third persons by reasons of unrecorded leases, land contracts, sale contracts, options or other documents, and (iii) no other unpaid-for improvements have been made, or materials, machinery or fuel delivered to the Property within the one hundred-twenty (120) days immediately preceding the date of closing, which might form the basis of a mechanic's lien upon the Property, and (d) all other documents required by this Agreement or by the Title Insurance Company to issue a policy • in the form described in Section 3. -5-