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9 <br />repair, improvement, or any other matter affecting the Chamber Property that would be binding <br />on City or the Chamber Property after the close of escrow; (iii) shall not permit any act of waste <br />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 /> <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 /> <br />City further represents and warrants as follows: <br /> <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 /> <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 /> <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 /> <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 /> <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