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<br />days thereafter to determine if Buyer wishes to proceed with Closing. If Buyer determines it does not wish to proceed, then the terms of Section 6.2 will apply.
<br />(a) Authority. Seller is a public agency, lawfully formed, in
<br />existence and in good standing under the laws of the State of California. Seller has the
<br />full right, capacity, power and authority to enter into and carry out the terms of this Agreement. This Agreement has been duly executed by Seller, and upon delivery to and execution by Buyer is a valid and binding agreement of Seller.
<br />(b) Encumbrances. Seller has not alienated, encumbered,
<br />transferred, mortgaged, assigned, pledged, or otherwise conveyed its interest in the
<br />Property or any portion thereof, nor entered into any Agreement to do so, and there are no liens, encumbrances, mortgages, covenants, conditions, reservations, restrictions, easements or other matters affecting the Property, except as disclosed in the Preliminary
<br />Report. Seller will not, directly or indirectly, alienate, encumber, transfer, mortgage,
<br />assign, pledge, or otherwise convey its interest prior to the Close of Escrow, as long as
<br />this Agreement is in force.
<br />(c) There are no agreements affecting the Property except those which have been disclosed by Seller. There are no agreements which will be binding on
<br />the Buyer or the Property after the Close of Escrow, which cannot be terminated on thirty
<br />(30) days prior written notice, and the Reciprocal Easement Agreement.
<br />The truth and accuracy of each of the representations and warranties, and the performance of all covenants of Seller contained in this Agreement are conditions precedent to Buyer’s obligation to proceed with the Closing hereunder. The foregoing
<br />representations and warranties shall survive the expiration, termination, or close of
<br />escrow of this Agreement and shall not be deemed merged into the deed upon closing.
<br />6.2 Buyer’s Representations and Warranties. In addition to the representations, warranties and covenants of Buyer contained in other sections of this Agreement, Buyer hereby represents, warrants and covenants to Seller that the
<br />statements below in this Section 6.5 are each true as of the Effective Date, and, if to
<br />Buyer’s actual knowledge any such statement becomes untrue prior to Closing, Buyer
<br />shall so notify Seller in writing and Seller shall have at least three (3) business days thereafter to determine if Seller wishes to proceed with Closing.
<br />(a) Buyer is a California Corporation. Buyer has the full right,
<br />capacity, power and authority to enter into and carry out the terms of this Agreement.
<br />This Agreement has been duly executed by Buyer, and upon delivery to and execution
<br />by Seller shall be a valid and binding agreement of Buyer.
<br />(b) Buyer is not bankrupt or insolvent under any applicable federal or state standard, has not filed for protection or relief under any applicable
<br />bankruptcy or creditor protection statute, and has not been threatened by creditors with
<br />an involuntary application of any applicable bankruptcy or creditor protection statute.
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