Seller makes the following representations and warranties as may be limited by Section 2.2, all of which are true and correct in all material respects as of the date hereof and which shall survive the Closing for a period of three months: (i) HRT and Lease Assignor are corporations duly formed and in good standing under the laws of the Commonwealth of Pennsylvania, and each has the full right and authority to enter into this Agreement and to consummate the sale transaction contemplated herein; (ii) the person(s) executing this Agreement on behalf of both HRT and Lease Assignor have all requisite authority and has been duly authorized to bind such respective party; (iii) to Seller’s knowledge, there are no lawsuits or other proceedings pending or threatened against Seller or regarding ownership, use or possession of the Facility or any portion thereof; (iv) to Seller’s knowledge, there are no unpaid bills or claims in connection with the construction of or any repairs to the Facility occurring or arising by, through or under Seller; (v) neither HRT nor Lease Assignor is a “foreign person” within the meaning of Section 1445 and 7701 of the Internal Revenue Code and the regulations relating thereto; (vi) to Seller’s knowledge, the execution and delivery of this Agreement and performance by Seller (including the consummation of the purchase and sale contemplated hereby) will not conflict with or result in a violation of, or breach of, or constitute a default under, any law, regulation, statute or ordinance or any judgment, decree, writ, injunction or order of any governmental authority (collectively, " Applicable Laws ") or any of the terms, conditions or provisions of any judgment, decree, loan agreement, bond, note, resolution, indenture, mortgage, deed of trust or other agreement or instrument to which it is a party and which affects the Facility; (vii) except for the rights of Lessee under the Facility Lease, no person has any oral or written lease, leasehold estate, possessory right, license or option to lease or purchase the Facility and there are no parties in possession of any portion of the Facility as lessees, tenants, tenants at sufferance, permittees or trespassers other than the Lessee; (viii) to Seller’s knowledge, Seller has not received any written notice of any uncorrected violation of (A) any Applicable Law or (B) any restrictive covenant applicable to the Facility; (ix) to Seller’s knowledge, Seller has not received any written notice of any pending rezoning or land use action affecting the Facility, (x) to Seller’s knowledge, Seller has not received any written notice of any condemnation or eminent domain proceeding or the threat of same; (xi) Seller has provided Purchaser true and complete copies of the Facility Lease; (xii) to Seller’s knowledge, the Facility Lease is in full force and effect; (xiii) to Seller’s Knowledge, all rents due on or before the Effective Date under the Facility Lease have been timely paid; (xiv) to Seller’s knowledge, Seller has not given any written notice of any Event of Default (as defined in the Facility Lease); (xv) to Seller’s knowledge, Seller is not in default of any material obligation of Seller as lessor under the Facility Lease; (xvi) to Seller’s knowledge, Lessee is not in default of any of its material obligations under the Facility Lease; (xvii) to Seller’s knowledge, Seller has not received any written notice that there exists any occurrence, event, condition or act which, upon the giving of notice or the lapse of time or both, would become a material default by Lessee under the Facility Lease; and (xviii) Seller has not entered into any contracts or agreements with respect to the Facility Lease that remain in effect other than the Facility Lease.