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<br />soil and groundwater conditions; (ii) the Property has been subject to, or is within 2,000 feet of, a
<br />deposit of any Hazardous Material; (iii) Seller or, any third party has used, generated,
<br />manufactured, stored or disposed in, at, on, under or about the Property or transported to or from
<br />the Property any Hazardous Material, or that there has been any discharge, release or any
<br />migration of any Hazardous Material from, into, on, under or about the Property, or that there is
<br />now or has ever been on or in the Property underground storage tanks or surface impoundments,
<br />any asbestos-containing materials or any polychlorinated biphenyls used in hydraulic oils,
<br />electrical transformers or other equipment.
<br />7.3 Seller has not alienated, encumbered, transferred, mortgaged,
<br />assigned, pledged, or otherwise conveyed its interest in the Property or any portion thereof, nor
<br />entered into any Agreement to do so, and there are no liens, encumbrances, mortgages,
<br />covenants, conditions, reservations, restrictions, easements or other matters affecting the
<br />Property, except as disclosed in the Preliminary Report. Seller shall not, directly or indirectly,
<br />alienate, encumber, transfer, mortgage, assign, pledge, or otherwise convey its interest prior to
<br />the Close of Escrow, as long as this Agreement is in force.
<br />7.4 Seller is not aware of any violations of law or governmental
<br />regulations related to the Property, and has not received notices from governmental authorities
<br />pertaining to violations of law or governmental regulations with respect to the Property with
<br />which Seller has not fully complied or corrected. Seller is not in default with respect to any
<br />obligations or liabilities pertaining to the Property, nor to the best of Seller’s knowledge are there
<br />any facts, circumstances, conditions or events that, but for notice or lapse of time or both, would
<br />constitute or result in any such default.
<br />For purposes of this Agreement “to Seller’s actual knowledge” or words of
<br />similar import shall mean the actual current knowledge of the Trustees of the Oliver Family
<br />Trust, after reasonable inquiry or investigation.
<br />The truth and accuracy of each of the representations and warranties, and the
<br />performance of all covenants of Seller contained in this Agreement are conditions precedent to
<br />the Close of Escrow.
<br />7.5 City’s Representations and Warranties. In addition to the
<br />representations, warranties and covenants of City contained in other sections of this Agreement,
<br />City hereby represents, warrants and covenants to Seller that the statements in this Section 7.5
<br />are each true as of the Effective Date, and, if to City’s actual knowledge any such statement
<br />becomes untrue prior to Closing, City shall so notify Seller in writing and Seller shall have at
<br />least three (3) business days thereafter to determine if Seller wishes to proceed with Closing.
<br />(a) City is a California charter city. City has the full right,
<br />capacity, power and authority to enter into and carry out the terms of this Agreement. This
<br />Agreement has been duly executed by City, and upon delivery to and execution by Seller shall be
<br />a valid and binding agreement of City.
<br />(b) City is not bankrupt or insolvent under any applicable
<br />federal or state standard, has not filed for protection or relief under any applicable bankruptcy or
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