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(a) The execution and delivery of this Agreement by Seller, <br />Seller's performance hereunder, and the consummation of the transaction contemplated <br />hereby will not result in the breach of any contract or agreement to which Seller is at <br />present a party or by which Seller is bound; and <br />(b) Seller will not enter into any agreements or undertake any new <br />obligations prior to Close of Escrow which will in any way burden, encumber or otherwise <br />affect the Property without the prior written consent of the Buyer; and <br />(c) Seller, as a government agency, has not been subject to real <br />property tax assessment on the property. Transfer of title to Buyer at the Close of Escrow <br />will subject the Property to an assessment from the Orange County Office of the Assessor <br />and shall be the obligation of the Buyer henceforth; and <br />(d) Seller is aware of its obligation under California Health and <br />Safety Code Section 25359.7 to disclose any knowledge which they may have regarding <br />any release of Hazardous Substances (as defined by applicable federal, state and local <br />statutes, rules and regulations) upon or under the Property. Seller warrants and <br />represents to Buyer that Seller is not aware that any such Hazardous Substances have <br />been generated, stored or disposed of upon or under the Property. <br />3.2 Representations and Warranties of Buyer <br />Buyer makes the following representations and warranties with respect to <br />the Property, each of which shall survive Close of Escrow. <br />(a) Subject to Permitted Delay (as defined herein), Buyer hereby <br />represents and guarantees that it will complete construction and development of the <br />Property for the Intended Use (defined below) within 18 months following the Close of <br />Escrow ("Project Deadline"). If Buyer does not comply with the Project Deadline, Seller <br />may elect to repurchase the Property from Buyer (the "Repurchase Right") pursuant to <br />the terms and conditions in this section. Seller shall provide written notice to Buyer of <br />its exercise (the "Exercise Notice") within one hundred eighty (180) days following the <br />Project Deadline (the "Exercise Window"). The Exercise Notice shall propose a date for <br />closing that is no less than thirty (30) days following the date of the Exercise Notice, with <br />such closing then occurring on a date mutually convenient to both Seller and Buyer (the <br />"Repurchase Closing Date"). If Seller fails to deliver its Exercise Notice to Buyer within <br />the Exercise Window, then the Repurchase Right shall automatically terminate and be of <br />no further force and effect. The repurchase deed shall be identical in form to the deed by <br />which title to the Property was conveyed by Seller to Buyer and shall be free and clear of <br />any and all mortgage liens or other evidence of indebtedness. The purchase price to be <br />paid by Seller to Buyer for the Property shall be equal to eighty percent (80%) of the <br />Purchase Price paid by Buyer to Seller under this Agreement. As used herein, the term <br />"Permitted Delay" shall refer to any delay resulting from acts of God; fire; earthquake; <br />flood; explosion; action of the elements; war; invasion; insurrection; riot; mob violence; <br />sabotage; malicious mischief; inability (notwithstanding good faith and diligent efforts) to <br />procure (or general shortage of) labor, equipment, facilities, materials, or supplies in the <br />