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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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