ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement” ) is made and entered into as of this 20th day of September, 2006, by and among Wits Basin Precious Minerals Inc., a corporation organized under the laws of the State of Minnesota (the “Purchaser” ), Central City Mining Corp., a corporation organized under the laws of the State of Colorado and George Otten, a resident of Colorado, (collectively, the “Sellers” and each individually as a “Seller” ), and Hunter Gold Mining Corp., a corporation organized under the laws of the Province of British Columbia, Canada, Hunter Gold Mining Inc, a corporation organized under the laws of the state of Colorado (collectively the “Covenantors” and each a “Covenantor” ).

A.   Sellers and the Covenantors collectively own or control, among other things, certain real estate and mining claims commonly known as the “ Bates-Hunter Mine and the Golden Gilpin Mill”, and associated real and personal property assets, including, but not limited to, a dewatering plant, mining properties, claims, permits and all ancillary equipment, as then same are held and may be replaced or improved from time to time, including further, all assets as set forth in that certain report by Steven A. Tedesco dated March, 1997, which includes operations conducted at the facilities identified on or about any of the foregoing or as may be listed on Schedule 1.1(a) to this Agreement (the “ Assets” ).

B.   Sellers and the Covenantors collectively also hold certain permit and contract rights relating to the Assets, certain liabilities pursuant to that certain one percent net smelter return royalty payable to the Goldrush Casino and Mining Corporation, which is limited to a maximum of US $1,500,000 for the life of said royalty agreement, as set forth on Schedule A-2 of this Agreement (the “ Royalty Contract ”), upon the terms and conditions set forth in Article 2 of this Agreement, which were also intended by Sellers to be transferred with the Assets, pursuant to the Letter Option, as defined below.

C.   Sellers and/or the Covenantors together have previously entered into a letter agreement dated December 2, 2003, whereby Covenantors (on behalf of themselves and/or Sellers) had granted an option to Ken Swaisland (“ Swaisland ”), whereby Swaisland had the right to purchase the Assets under the terms and conditions contained therein (the “Swaisland Option” ), which option was subsequently amended by those certain letter amendments dated January 14, 2004 and August 4, 2004, which option was assigned to Cardinal Minerals, Inc., by assignment dated January 26, 2004, which assignment was later terminated and cancelled in its entirety by Swaisland dated on or about June 22, 2004, and which option, as amended, was purportedly assigned to Purchaser by Swaisland by assignment dated August 12, 2004, notwithstanding that the Swaisland Option had already expired as of that date. However, the Purchaser, Sellers and Covenantors have entered into a separate option agreement in letter form in substantially the same terms as the Swaisland Option (as amended), which option agreement was further amended by Letter Amendments dated October 26, 2004, December 8, 2004, January 11, 2005, and January 20, 2005 (as so amended, the “ Letter Option ”).

D.   Purchaser, Sellers and Covenantors desire to extend and restate the Letter Option, and to purchase and sell the Purchased Assets as hereafter defined upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing facts and premises hereby made a part of this Agreement, and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.1    Purchased Assets. Subject to the terms and conditions set forth in this Agreement, Sellers hereby agree to sell, assign, transfer and deliver, and Purchaser hereby agrees to purchase and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a) ), all of Sellers’ right, title and interest in and to the following properties, assets and rights existing as of the date hereof (collectively, the  “Purchased Assets” ):

(a)    The Bates-Hunter Mine and the Golden Gilpin Mill and related real estate and real estate based mining claims (the “ Acquired Real Property ”);

(b)    water treatment plant;

(c)    surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c) ;

(d)    all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c) ;

(e)    all mining permits and water rights;

(f)    all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “ Purchased Equipment ”) as set forth on the attached Schedule 1.1(f) ;

(g)    all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts” ); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts” );

(h)    all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets;

(i)    all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets;

(j)    any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 below.

1.2    Excluded Assets. The following properties, assets and rights shall not be transferred to Purchaser and shall not be included within the definition of Purchased Assets (collectively, the “ Excluded Assets ”):

(a)    all cash, including but not limited to petty cash, money-market, checking, savings and similar type accounts, and cash equivalents of Sellers as of the Closing Date; 

(b)    all of Sellers’ rights under contracts and agreements that do not constitute Contracts; and

(c)    all of Sellers’ corporate books and records and tax returns, and all rights of Sellers to any tax refunds, including tax refunds for periods prior to the Closing Date relating to the Purchased Assets.

Subject to the terms and conditions of this Agreement and contingent on the Closing occurring, Purchaser shall assume and agree to pay and perform the obligations of Sellers and Covenantors under the Contracts and the Royalty Contract arising after the Closing Date. Except as expressly provided herein, Purchaser shall not assume any other obligation or liability of Sellers or Covenantors that relates to or arises out of ownership or occupancy of the Purchased Assets or Sellers’ or Covenantors’ operations, including but not limited to Sellers’ and Covenantors’ respective operation of the Purchased Assets, prior to the Closing Date, whether absolute or contingent, known or unknown, contractual or otherwise, and specifically including but not limited to any accounts payable, debt, tax liabilities, employee-benefit or pension-plan liabilities, workers’ compensation liabilities, environmental liabilities, other legal liabilities, union or union-related liabilities, employment obligations or agreement, or any applicable change of control liabilities (collectively, the “ Excluded Liabilities ”).

3.1    Letter Option. Sellers and Covenantors acknowledge, under the Letter Option, the Purchaser’s investment of the following sums and improvements to the Purchased Assets, including the Acquired Real Property in consideration of the grant of the option:

(a)    $315,000.00 aggregate cash payment, for “Phase I” of the Schedule A work program (as set forth in the O’Gorman Report work program as shown on Schedule 3.1(a) (the “ Work Program ”)), paid to Gregory Gold Producers Inc.

(b)    $300,000.00 cash payment paid to Gregory Gold Producers, Inc., on or about January 31, 2005.

(c)    $300,000.00 cash payment paid to Gregory Gold Producers, Inc., on or about May 30, 2006.

(d)    $265,000.00 cash payment paid to Gregory Gold Producers, Inc., on or about August 31, 2006.

(All amounts set forth in this Section 3.1, plus other due diligence costs expended by Purchaser, including but not limited to improvements to the assets, attorney’s fees, title and survey costs, environmental report fees and similar acquisition expenses which are in excess of $800,000, are referred to herein as the “ Due Diligence Costs ”)

The parties hereto specifically agree that, to the extent that any of the Work Program results in mineral assets and/or sludge by-products (the “ Interim Assets ”), the Seller hereby specifically conveys to Purchaser full title to and authority to sell such Interim Assets in any manner that Purchaser shall deem to be reasonable, and Purchaser shall be entitled to retain all income from such sale(s) including any amount by which such income exceeds such amounts paid by Purchaser.  

3.2    Purchase Price. In the event that Purchaser elects to proceed to closing, as and for the purchase price of the Purchased Assets, Purchaser agrees to pay and Sellers agree to accept the sum of Six Million Seven Hundred Fifty Thousand Canadian Dollars ($6,750,000.00 CDN) plus Three Million Six Hundred Twenty Thousand (3,620,000) unregistered and restricted shares of the .01 par value common capital stock of Purchaser payable as set out in Section 3.3 hereof (the “ Purchase Price ”). 

3.3    The Closing; Payment of Purchase Price.  

(a)    The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place by the exchange of Closing documents by Sellers and Purchaser on November 30, 2006, or on such other date mutually agreeable to Purchaser and Sellers (“ Closing Date ”). The Closing will be effective as of the close of business on November 30, 2006.

(b)    Subject to the terms and conditions set forth in this Agreement, the parties agree to consummate, on the Closing Date, the transactions described below.

(i)    Sellers will assign and transfer to Purchaser good, valid and marketable title in and to the Purchased Assets, free and clear of all Liens (as defined in Section 4.4(a) below) by delivering to Purchaser (A) a bill of sale and assignment in substantially the form attached hereto as Exhibit A (the “ Bill of Sale ”), and (B) warranty deeds in substantially the form attached as Exhibit B (the “ Deeds ”).

(ii)    Purchaser shall deliver to Sellers (or Sellers’ nominee) (i) the sum of Two Hundred Fifty Thousand Canadian Dollars ($250,000.00 CDN), (ii) a note payable to Sellers (or Sellers’ nominee) in the original principal amount of Six Million Five Hundred Thousand Canadian Dollars ($6,500,000.00 CDN) in the form of Exhibit C hereto and hereby made a part hereof (“ Note ”), (iii) a deed of trust in the form of Exhibit D hereto and hereby made a part hereof with George Otten (or other Sellers’ nominee) as the trustee for the Sellers   securing the Note (the “ Deed of Trust ”), and (iv) Three Million Six Hundred Twenty Thousand (3,620,000) shares of the unregistered and restricted .01 par value common capital stock of the Purchaser.

(iii)    Each of the parties shall deliver the documents required to be delivered to the other party or parties hereunder.

(iv)    Each Seller shall deliver to Purchaser an Escrow Agreement in the form of Exhibit E hereto (the “Escrow Agreement” ) and a Representation and Stock Restriction Agreement in the form of Exhibit F hereto (the “Representation and Stock Restriction Agreement” ).

3.4    Intentionally deleted.

3.5    Intentionally deleted. 

3.6    Method of Payment . Any cash amounts payable hereunder shall be paid by wire transfer of immediately available funds to an account designated by the intended recipient or as otherwise indicated.

3.7    Intentionally deleted.  

3.8    Allocation of Purchase Price. Each party hereto agrees to report to the Internal Revenue Service such information concerning the allocation of Purchase Price as may be required by Section 1060 of the Internal Revenue Code of 1986, as amended (the “ Code ”). Each party agrees that it will adopt and utilize such agreed values for purposes of completing and filing Form 8594 for federal income tax purposes. No party hereto will voluntarily take any position inconsistent therewith upon examination of its respective federal tax return, in any claim, in any litigation or otherwise with respect to such tax return. The specific allocation of the Purchase Price shall be as set forth below (the “ Allocation Schedule ”).

3.9    Sales and Use Taxes; Other Expenses . 

(a)    Notwithstanding anything in this Agreement to the contrary, Sellers shall pay the cost of all state and local sales and use taxes, if any, transfer taxes and documentary stamp taxes associated with the sale and conveyance of the Purchased Assets pursuant to this Agreement. 

(b)    On or prior to the Closing, Sellers shall pay the full amount of any assessments on the Acquired Real Property that have been levied for periods prior to or that are pending as of the Closing Date. State and local real and personal property taxes, including any utility, water and sewer charges at the Acquired Real Property, shall be prorated between Sellers and Purchaser as of the Closing Date on the basis of the tax bills payable during the year of the Closing or, as applicable, utility bills for the period including the Closing Date. Purchaser shall pay the full amount of such taxes and utility charges upon receipt of any such bills for charges incurred for periods after the Closing Date, and Sellers, within fifteen (15) days of notice from Purchaser, shall reimburse Purchaser for the amount of Sellers’ pro rata share of such taxes and utility charges.

(c)    Except as otherwise expressly provided in this Agreement, Sellers, Covenantors and Purchaser shall each pay their own respective costs and expenses in connection with this Agreement and the transactions contemplated by this Agreement, including any finder’s fees, brokerage, legal, tax, and advisory fees and expenses, or other commission arising by reason of any services rendered or alleged to have been rendered to such party in connection with this Agreement or the transactions contemplated by this Agreement.

To induce Purchaser to enter into this Agreement, Sellers hereby jointly and severally represent and warrant to Purchaser as indicated below. In addition, Covenantors jointly and severally (as between themselves, but only severally with the Sellers) hereby make those representations and warranties to the Purchaser as indicated below.

4.1    Organization and Good Standing . 

4.1.1   Central City Mining Corp. is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. Central City Mining Corp. has the requisite power to own, operate, use and/or lease the Purchased Assets, as applicable, and to conduct the operations of the Purchased Assets as presently being conducted by it and/or by the Covenantors, including any and all permits required by any public authority for such operations such as permits, or regulatory authorizations. Central City Mining Corp. is qualified or otherwise authorized to transact business as a foreign corporation in the state of Colorado.

4.1.2   The Covenantors are each corporations duly incorporated, validly existing and in good standing under the laws of their respective jurisdictions of incorporation. The Covenantors each have the requisite power to own, control, operate, use and/or lease the Purchased Assets, as applicable, and to conduct the operations of the Purchased Assets to the extent presently being conducted by it, including any and all permits required by any public authority for such operations such as permits, or regulatory authorizations. Hunter Gold Mining Corp. is qualified or otherwise authorized to transact business in the state of Colorado.

4.1.3   George Otten has the requisite power to own, operate, use and/or lease the Purchased Assets, as applicable, and to conduct the operations of the Purchased Assets as presently being conducted, including any and all permits required by any public authority for such operations such as permits, or regulatory authorizations.   

4.2    Authority; Binding Obligation . Each corporate Seller and Covenantor has the requisite corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder. Each corporate Seller’s and Covenantor’s execution and delivery of this Agreement, and performance of its covenants and agreements hereunder, have been duly authorized by all necessary corporate action of each such corporate Seller and Covenantor. This Agreement has been duly executed and delivered by each Seller and Covenantor, and constitutes a valid and binding obligation of each Seller and Covenantor, and is enforceable against each Seller and Covenantor in accordance with its terms.

4.3    No Conflict.

(a)    Neither the execution and delivery of this Agreement, nor the consummation or performance of any of the transactions contemplated by this Agreement (such transactions are collectively referred to hereinafter as the “ Contemplated Transactions ”) will directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of or default under any provision of any corporate Seller’s or Covenantor’s articles or certificate of incorporation or bylaws, or any resolution adopted by the board of directors or shareholders of any corporate Seller or Covenantor; (ii) contravene, conflict with or result in a violation of or default under, or give any Governmental Body (as defined below) or other Person (as defined below) the right to challenge any of the Contemplated Transactions or exercise any remedy or obtain any relief under, any federal, state or local law, regulation, ordinance or administrative order or any judgment or decree to which any Seller, Covenantor and/or the Purchased Assets are subject; (iii) contravene, conflict with or result in a violation or breach of or default under any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any contract or other arrangement to which any Seller or Covenantor is a party or by which any Seller or Covenantor is bound; or (iv) result in the creation of any Lien of any kind or nature upon any of the Purchased Assets. No Seller or Covenantor is required to give any notice to or obtain any consent from any Person in order for Sellers and Covenantors to consummate the Contemplated Transactions, other than the approval of their respective shareholders by special resolution.

(b)    For purposes of this Agreement, the definitions set forth below shall apply. 

(i)    The term “ Governmental Body ” means any (i) nation, state, city, town, village, district or other jurisdiction of any nature; (ii) federal, state, provincial, local, municipal, foreign or other government; (iii) governmental or quasi-governmental agency, branch, department, official or entity and any court or other tribunal; (iv) multi-national organization or body; or (v) any other body entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.

(ii)    The term “ Person ” means any individual, partnership, corporation, limited liability company, association, joint-stock company, trust, joint venture, unincorporated organization or association or a Governmental Body (or any department, agency or political subdivision thereof).

(iii)   The term “Material Adverse Effect” means an effect which could reasonably be expected to be materially adverse to the operating results, business conditions or prospects of the Purchased Assets.

4.4    Title, Sufficiency and Condition of Assets . 

(a)    On or before Closing, Sellers will have good and marketable title to each asset constituting the Purchased Assets, free and clear of any security interest, mortgage, pledge, lien, charge, encumbrance, right of way, easement or adverse claim of any kind or nature except for Liens (i) that will be terminated by Sellers prior to the Closing, and (ii) rights of way, easements and other restrictions of record affecting the Acquired Real Property that are reflected on the Exception Documents (as defined in Section 6.3(c) (collectively, “ Liens ”). To the extent that Sellers do not presently have good, valid and marketable to any asset constituting the Purchased Assets, Sellers shall diligently take such actions as may be necessary and/or advisable to acquire such title prior to the Closing Date. On the Closing Date, Sellers will transfer to Purchaser good, valid and marketable title to each asset constituting the Purchased Assets, free and clear of all Liens. 

(b)    Except as otherwise expressly represented in this Asset Purchase Agreement, Sellers make no representations as to the condition and repair of the Purchased Assets and Purchased Assets are being sold to the Purchaser strictly on an “As Is, Where Is” basis. Purchaser acknowledges that it has had full and ample opportunity to inspect the Purchased Assets and to determine the suitability thereof for the Purchaser’s purposes..

4.5    Acquired Real Property . 

Sellers and Covenantors represent and warrant as follows:

(a)    Schedule 1.1(a) contains a description of all real property owned or controlled by Sellers and Covenantors and used in the management or operation of the Purchased Assets;

(b)    On or before Closing, Sellers will have good, valid, marketable, indefeasible, fee simple title to all of the Purchased Assets including, without limitation, the Acquired Real Property;

(c)    Sellers have access to public roads or valid perpetual easements over private streets or private property for ingress to and egress from the Acquired Real Property;

(d)    Except as reflected on the Surveys, none of the structures or improvements on the Acquired Real Property encroaches upon real property of another person, and no structure or improvement of any other person substantially encroaches upon any of the Acquired Real Property, except for such encroachments that would not have, individually or in the aggregate, a material adverse effect on the value or present use of the Acquired Real Property;

(e)    The Acquired Real Property is not subject to any Liens, other than Liens for current taxes not yet due, Liens to be discharged at Closing, and rights of way, easements and other restrictions of record that do not have a Material Adverse Effect and are reflected on the Exception Documents;

(f)    Sellers and Covenantors have received no notice of actual or threatened special assessments or reassessments of the Acquired Real Property.

(g)    Except as necessary to acquire good, valid and marketable title prior to the Closing Date, Sellers and Covenantors have not entered into any other contracts for the sale of the Purchased Assets, nor are there any contracts for sale, rights of first refusal, rights of first offer or options to purchase the Purchased Assets, or any other rights of others that might prevent the consummation of the transactions contemplated by this Agreement.

(h)    Sellers and Covenantors are not in default concerning any of their obligations or liabilities regarding the Purchased Assets.

(i)    No Seller is a “foreign person”, “foreign partnership”, “foreign trust” or “foreign estate” as those terms are defined in Section 1445 of the Code.

(j)    There are no claims, actions, suits, proceedings or investigations pending or, to the knowledge of any Seller or Covenantor, threatened by any governmental department or agency, or any corporation, partnership, entity or person, which in any manner or to any extent may affect: (i) the Acquired Real Property, (ii) Sellers’ right, title and interest in and to any part or all of the Acquired Real Property, or (iii) Sellers’ ability to vest in Purchaser a fee simple ownership interest in the Purchased Assets, including the Acquired Real Property, free and clear of any and all liens (other than liens for current taxes not yet due), claims, encumbrances and rights of redemption.

(k)    Except as reflected in the Surveys, and except for the site within the Acquired Real Property on which the mill and related structures are located, the Acquired Real Property is not in a designated wetland, flood plain or flood insurance area.

(l)    As at the Closing, there will be no other matters affecting the Acquired Real Property or, to the knowledge of any Seller or Covenantor, threatened which might reasonably be expected to have a Material Adverse Effect on the value, marketability or present use of the Acquired Real Property.

4.6    Environmental Matters . 

(a)    As used in this Section 4.6, the following terms shall have the following meanings:

(i)    “ Hazardous Materials ” means any dangerous, toxic or hazardous pollutant, contaminant, chemical, waste, material or substance regulated by any federal, state or local law, statute, code, ordinance, regulation, rule or other requirement relating to such substance. For purposes of this representation in Section 4.6 only and for no other purpose in this document, the definition of Hazardous Materials shall (i) only apply to laws, statutes, codes, ordinances, regulations, rules or other requirements in effect as of the date of the Closing and (ii) not include any soaps or fatty acids used during the pilot production tests carried out by the Sellers and/or Covenantors during their respective ownership and/or control of the Real Property.

(ii)    “ Environmental Laws ” means all applicable federal, state and local laws, rules, regulations, codes, ordinances, orders, decrees, directives, permits, licenses and judgments relating to pollution, contamination or protection of the environment (including, without limitation, all applicable federal, state and local laws, rules, regulations, codes, ordinances, orders, decrees, directives, permits, licenses and judgments relating to Hazardous Materials). For purposes of this representation in Section 4.6 only and for no other purpose in this document, the definition of Environmental Laws shall only apply to laws, statutes, codes, ordinances, regulations, rules or other requirements in effect as of the date of the Closing.

(iii)    “ Release ” shall mean the spilling, leaking, disposing (including without limitation the abandonment or discarding of barrels, containers, and other closed receptacles containing any Hazardous Material), discharging, emitting, depositing, ejecting, leaching, escaping, dumping, pumping, or any other release, however defined, whether intentional or unintentional, of any Hazardous Material. Release shall not include disposal of Hazardous Materials in compliance with Environmental Laws.

(b)    To the best of the knowledge of each Seller and each Covenantor, and except as has been disclosed to Purchaser, the Real Property is in material compliance with all applicable Environmental Laws. 

(c)    To the best of the knowledge of each Seller and each Covenantor, Sellers and/or Covenantors have obtained and maintained in full force and effect all environmental permits, licenses, certificates of compliance, approvals and other authorizations (collectively, the “ Environmental Permits ”), including without limitation those set forth in Schedule 4.6, necessary to conduct mining operations on the Real Property, and has provided to Purchaser a copy of each such Environmental Permit. To the best of the knowledge of each Seller and each Covenantor, Sellers and Covenantors have conducted such operations in material compliance with all terms and conditions of the Environmental Permits. To the best of the knowledge of each Seller and each Covenantor, with respect to the Acquired Real Property and any mining operations thereon carried out by them, Sellers and Covenantors have filed all reports and notifications required to be filed under and pursuant to all applicable Environmental Laws.

(d)    To the best of the knowledge of each Seller and each Covenantor, (i) except in material compliance with all applicable laws, no materials have been generated, treated, contained, handled, located, used, manufactured, processed, buried, incinerated, deposited, stored, or released by Sellers and/or Covenantors on, under or about any part of the Acquired Real Property or at any other location which, at the time such materials were in the possession or control of the Sellers or the Covenantors (as the case may be) would have met the definition of Hazardous Materials , (ii) the Acquired Real Property and any improvements thereon, contain no asbestos, urea formaldehyde, or polychlorinated biphenyls (PCBs), and (iii) no aboveground or underground storage tanks which now or formerly held any materials which, at the time they were in the possession or control of the Sellers or Covenantors, would have met the definition of Hazardous Materials are located on, under or about the Real Property, or have been located on, under or about the Real Property and then subsequently been removed or filled.

(e)    No Seller or Covenantor has received written notice, and except has been disclosed to Purchaser, no Seller has knowledge of any threatened notice, alleging in any manner that any Seller or Covenantor might be potentially responsible for any Release of Hazardous Materials which is alleged to have occurred during the ownership or control of the Real Property (or any portion thereof) by the Sellers or the Covenantors respectively, or any costs arising under Environmental Laws with respect thereto.

(f)    To the best of the knowledge of each Seller and each Covenantor, and except has been disclosed to Purchaser, no portion of the Real Property is or has been listed on the United States Environmental Protection Agency National Priorities List of Ha