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days thereafter to determine if Buyer wishes to proceed with Closing. If Buyer determines
<br />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
<br />Agreement. This Agreement has been duly executed by Seller, and upon delivery to and
<br />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
<br />no liens, encumbrances, mortgages, covenants, conditions, reservations, restrictions,
<br />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
<br />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
<br />performance of all covenants of Seller contained in this Agreement are conditions
<br />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
<br />representations, warranties and covenants of Buyer contained in other sections of this
<br />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
<br />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
<br />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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