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or act that would tend to diminish the value of the Chamber Property for any reason, except that <br /> caused by ordinary wear and tear; and(iv) shall maintain the Chamber Property in its condition <br /> as of the date hereof, ordinary wear and tear excepted, and shall manage the Chamber Property <br /> substantially in accordance with Chamber's established practices. <br /> 22. City Representations, Warranties and Covenants. City represents,warrants and <br /> covenants that this Agreement and all other documents delivered in connection herewith,prior to <br /> or at the close of escrow shall at the time of their delivery: (i)be duly authorized, executed, and <br /> delivered by City; (ii) be the binding obligations of City; and(iii)not be in violation of the <br /> provisions of any agreement to which City is a party. City further represents and warrants that the <br /> persons who have executed this Agreement on behalf of City are duly authorized to do so,that <br /> City has the legal right to enter into this Agreement and to perform all of its terms and <br /> conditions, and that Agreement is enforceable against City in accordance with its terms. <br /> City further represents and warrants as follows: <br /> (a) Except for any Permitted Exceptions and any agreements that have been disclosed <br /> to Chamber in writing,there are no leases, licenses, contracts or other agreements relating to the <br /> Office Parcel which will be in force after the Closing Date. <br /> (b) There is no pending(nor has City received notice of any threatened)action, <br /> litigation, condemnation or other proceeding against the Office Parcel or against City with <br /> respect to the Office Parcel. <br /> (c) City has received no notice from any governmental authority having jurisdiction <br /> over the Office Parcel to the effect that the Office Parcel is not in compliance with applicable <br /> laws and ordinances (including any laws concerning the use, generation,handling, disposal or <br /> storage of Hazardous Materials (as defined above)). <br /> (d) City has not received any notice from any insurer of defects or conditions relating <br /> to the Office Parcel that must be corrected. <br /> 23. Damage and Destruction. In the event of any damage or other loss to the Chamber <br /> Property,or any portion thereof, caused by fire, flood or other casualty prior to the close of <br /> escrow in an amount not exceeding$50,000, City shall not be entitled to terminate this <br /> Agreement,but shall be obligated to close the escrow and purchase the Chamber Property as <br /> provided in this Agreement,without abatement in the Purchase Price,provided that Chamber <br /> shall: (i) assign and transfer to City all of Chamber's rights under any insurance policy covering <br /> the damage or loss, and all claims for monies payable from Chamber's insurer(s) in connection <br /> with the damage or loss, and(ii)pay to City at the close of escrow the amount of Chamber's <br /> deductible under the insurance policy or policies covering the damage or loss. In the event of <br /> damage or destruction of the Chamber Property or any portion thereof prior to the close of <br /> escrow in an amount in excess of$50,000, City may elect either to terminate this Agreement <br /> upon written notice to Chamber, or to consummate the purchase of the Chamber Property, in <br /> which case Chamber shall (i) assign and transfer to City all of Chamber's rights under any <br /> 9 <br />