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OF PURCHASER.ÌýPurchaser represents and warrants to Seller as follows:

OF PURCHASER.ÌýRanger Holdings owns 100% of the outstanding equity securities and other interests (and rights to acquire equity securities or other interests) of Purchaser. None of the foregoing ownership interests have been granted in Breach of any preemptive rights. Except as set forth in Section 3.3 of the Disclosure Schedule, Purchaser does not have any outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, preemptive rights, or other Contracts or commitments that could require Purchaser to issue, sell, or otherwise cause to become outstanding any equity securities or other interests, or securities convertible or exchangeable for, or any options, warrants, or rights to purchase, any of such equity securities or other interests. There are no outstanding obligations of Purchaser to repurchase, redeem, or otherwise acquire any of its equity securities or other interests. Except as set forth in Section 3.3 of the Disclosure Schedule, there are no outstanding or authorized share appreciation, phantom equity, profit participation, or similar rights with respect to Purchaser. Except as set forth in Section 3.3 of the Disclosure Schedule, there are no voting agreements, voting trusts, proxies, registration rights agreements, member agreements, or other Contracts with respect to any of the equity securities or other interests of Purchaser.

OF PURCHASER.ÌýExcept as set forth in the corresponding section of the disclosure schedule delivered by Purchaser to Sellers concurrently with the execution and delivery of this Agreement (the â€�Purchaser Disclosure Scheduleâ€�), it being understood that any disclosure set forth in the applicable paragraph or section of the Purchaser Disclosure Schedule shall be deemed to be disclosed for any other section or paragraph of the Purchaser Disclosure Schedule or for any portion of this Agreement to which the relevance of such disclosure is reasonably apparent from the context of such disclosure, Purchaser represents and warrants to Purchaser as follows:

OF PURCHASER.ÌýThe obligation of Purchaser to consummate the transactions contemplated by this Contract is expressly subject to the satisfaction, on or prior to Closing, of all of the following conditions, compliance with which or the occurrence of which may be waived in whole or in part by Purchaser in writing: (1) The Title Company's issuing or committing to issue the title policy insuring that fee simple title to the Property is vested in Purchaser; (2) The completeness, truth and accuracy in all material respects, of (i) the rent roll delivered by Seller to Purchaser, and any certifications, schedules, covenants and statements prepared and executed by Seller as part of the due diligence deliveries, (ii) the Leases delivered by Seller to Purchaser, (iii) the representations and covenants of Seller, as of Closing and as the same may be updated from time to time by written notice to the Purchaser prior to the expiration of the Inspection Period; (3) At the Closing, Seller shall deliver to Purchaser a certificate that shall confirm the truth and accuracy in all material respects, as of Closing, of Seller's representations contained in this Contract; (4) The satisfaction of any other condition described by this Contract including the performance in all material respects by Seller of all its obligations hereunder that are conditions to Closing; (5) There shall not be a material default by either Seller, as landlord, or any tenant under a Lease, in the performance of the respective obligations thereunder that would have a material adverse effect on the Shopping Center; and (6) On or prior to ten (10) days before the date of Closing under this Contract, Purchaser shall have received: (a) from Publix (the "Anchors") and (b) from tenants leasing ninety percent (90%) of the gross leaseable area of the Shopping Center including the gross leaseable area of the space leased to the Anchor, an estoppel certificate, substantially in the form of "EXHIBIT E," attached hereto and by this reference made a part hereof, with non-material changes thereto, or in another form reasonably acceptable to Purchaser; (c) an estoppel certificate, substantially in the form of "EXHIBIT E" from the Seller with respect to the tenants that failed to deliver estoppels in accordance with (b) above; and (d) a OEA estoppel certificate substantially in the form of "EXHIBIT F," attached hereto and made a part hereof, from each party to any reciprocal easement (REA) or like-agreement affecting the Property, if ...

OF PURCHASER.ÌýAs a material inducement to the Sellers to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser makes the following representations and warranties to Sellers as of the date of this Agreement (or if made as of a specific date, as of such date) and as of the Closing Date:

OF PURCHASER.ÌýEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN ARTICLE III AND IN THE OTHER AGREEMENTS, NEITHER PURCHASER NOR ANY OF ITS AFFILIATES IS MAKING ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER.

OF PURCHASER.Ìý(a) Seller hereby agrees to indemnify and hold Purchaser harmless against each and every claim, demand, loss, liability, damage, or expense (including, without limitation, any settlement payment, reasonable attorneys' fees, and other expenses incurred in litigation or settlement or any claims) of whatever nature suffered by Purchaser or arising out of or in connection with (i) the conduct of the business of Motion Control up to the Effective Date (other than the Assumed Liabilities set forth on Schedule 1.6), and (ii) any material breach of warranty, covenant, or agreement or any material misrepresentation of Seller contained in this Agreement or in any Schedule or Exhibit attached-to or furnished pursuant to this Agreement any other document furnished or required to be furnished in connection with this Agreement or pursuant hereto. (b) Seller hereby agrees to indemnify and hold Purchaser harmless against each and every claim, demand, loss, liability, damage, or expense, based on or rising out of environmental matters attributable to Seller's operation of its business, including Seller's use and occupation of the Location, including, without limitation, contamination or cleanup of contamination (also including, without limitation, any settlement payment, reasonable attorney's fees, and other expenses incurred in litigation or settlement of any claims) that may occur prior to the Effective Date.

OF PURCHASER.ÌýAs used in Section 7.2 of this Agreement, the phrase â€�current actual knowledgeâ€� of Purchaser means, and shall be limited to, the actual conscious knowledge of Xxxxx X. Xxxx and Xxxxx Xxxxxxxx (not including any constructive, imputed or implied knowledge), without special investigation or inquiry, in their respective representative capacities only (with no personal liability of any kind).

OF PURCHASER.ÌýPurchaser hereby represents and warrants to the Seller, as of the date hereof, as follows:

OF PURCHASER.ÌýPurchaser warrants that: (a) It has the right and authority to enter into this Agreement; and (b) Will advise Supplier of any claim for damages or breach of warranty with respect to Product asserted by it or a customer purchasing Product. ARTICLE IV