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5 (e) Litigation. There is no pending, or, to Seller’s actual knowledge, threatened litigation, administrative proceeding or other legal or governmental action with respect to the Restaurant or the Restaurant FF&E. (f) Disclosure. Seller has disclosed all material facts with respect to the Restaurant and Restaurant FF&E of which Seller has actual knowledge. 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 City’s obligation to proceed with the Closing hereunder. The foregoing representations and warranties shall survive the expiration, termination, or Closing of this Agreement and shall not be deemed merged into the deed upon closing. 5.2 City’s Representations and Warranties. In addition to the representations, warranties and covenants of City contained in other sections of this Agreement, City hereby represents, warrants and covenants to Seller that the statements below in this Section 5.2 are each true as of the Effective Date, and, if to City’s actual knowledge any such statement becomes untrue prior to Closing, City shall so notify Seller in writing and Seller shall have ten (10) days thereafter to determine if Seller wishes to proceed with Closing. (a) City is a California municipal corporation, in good standing under the laws of the State of California. City has the full right, capacity, power and authority to enter into and carry out the terms of this Agreement. This Agreement has been duly executed by City, and upon delivery to and execution by Seller shall be a valid and binding agreement of City. (b) City is not bankrupt or insolvent under any applicable federal or state standard, has not filed for protection or relief under any applicable bankruptcy or creditor protection statute, and has not been threatened by creditors with an involuntary application of any applicable bankruptcy or creditor protection statute. The truth and accuracy of each of the representations and warranties, and the performance of all covenants of City contained in this Agreement are conditions precedent to Seller’s obligation to proceed with the Closing hereunder. 6. REMEDIES. An event of default ("Event of Default") shall arise hereunder if either Party defaults in the performance of any term, provision, covenant or agreement set forth in this Agreement, and (unless such provision specifies a shorter cure period for such default) the default continues for thirty (30) days after the date upon which the other Party shall have given written notice of the default to Party in default. If the defaulting Party fails to cure the default within the foregoing time period, or if a cure is not possible, the other Party may proceed with any of the following remedies: (a) Terminate this Agreement; (b) Bring an action for equitable relief seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, and/or seeking declaratory relief; or DRAFT