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the most recent tax bill available, including any property taxes which may be assessed after the
<br /> close of escrow but which pertain to the period prior to the transfer of title to the Property to
<br /> Buyer, regardless of when or to whom notice thereof is delivered; and (ii) any bond or
<br /> assessment that constitutes a lien on the Property at the close of escrow will be assumed by
<br /> Buyer. Seller does not pay ad valorem taxes.
<br /> 5.6. ClosingContingency. Subject to Section 7.3 below, Buyer and Seller
<br /> acknowledge and agree that as a condition for the benefit of both Buyer and Seller,the Closing
<br /> hereunder is contingent upon, and will be simultaneous with,the closing under the Adjacent
<br /> Purchase Agreement.
<br /> 5.7. PFSA Parking. If Buyer does not, prior to or concurrent with the Closing
<br /> hereunder, acquire the property currently leased to the Portugese Fraternal Society of America
<br /> (the "PFSA"), located at 1120 E 14th Street, San Leandro, CA (the"PFSA Property"),then prior
<br /> to Closing, Buyer and City shall work cooperatively to provide the PFSA continued access to
<br /> their current garaged parking spaces beneath the PFSA Property (the"PFSA Parking"). The
<br /> parties acknowledge that design review in connection with the Approvals will consider access to
<br /> the PFSA Parking, and potential access solutions may or may not include, without limitation, a
<br /> non-exclusive easement along the eastern border of the Property, or a new curb cut and driveway
<br /> along East 14th Street, all subject to Engineering and Transportation Department approval.
<br /> 6. REPRESENTATIONS, WARRANTIES AND COVENANTS.
<br /> 6.1. Seller' Representations, Warranties and Covenants. In addition to the
<br /> representations, warranties and covenants of Seller contained in the other sections of this
<br /> Agreement, Seller hereby represents, warrants and covenants to Buyer that the statements below
<br /> in this Section 6.1 are each true and correct as of the Effective Date and as of the Closing Date,
<br /> and shall be deemed to have been repeated by Seller as of the Closing, provided however, if to
<br /> Seller' actual knowledge any such statement becomes untrue prior to Closing, Seller will notify
<br /> Buyer in writing and Buyer will have three (3)business days thereafter to determine if Buyer
<br /> wishes to proceed with Closing. If Buyer determines it does not wish to proceed,then the terms
<br /> of Section 8.2 will apply.
<br /> (a) Authority. Seller is a charter city, lawfully formed, in existence
<br /> and in good standing under the laws of the State of California. Seller has the full right, capacity,
<br /> power and authority to enter into and carry out the terms of this Agreement. This Agreement has
<br /> been duly executed by Seller, and upon delivery to and execution by Buyer is a valid and binding
<br /> agreement of Seller.
<br /> (b) Encumbrances. Seller has not alienated, encumbered,transferred,
<br /> mortgaged, assigned,pledged, or otherwise conveyed its interest in the Property or any portion
<br /> thereof, nor entered into any Agreement to do so, and there are no liens, encumbrances,
<br /> mortgages, covenants, conditions, reservations, restrictions, easements or other matters affecting
<br /> the Property, except as disclosed in the Preliminary Report. Seller will not, directly or indirectly,
<br /> alienate, encumber, transfer,mortgage, assign,pledge, or otherwise convey its interest prior to
<br /> the .
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