2020-090 -Approving a Disposition and Development Agreement

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shall be, at such time as they are required to be executed by Optionor, duly authorized, executed and delivered by Optionor and are or shall be, at such time as the same are required to be executed hereunder, valid, legally binding obligations of and enforceable against Optionor in accordance with their terms, except as enforceability may be limited by bankruptcy laws or other similar laws affecting creditors' rights. 7.6. Neither the execution or delivery of this Agreement or the documents referenced in this Agreement, nor the incurring of the obligations set forth in this Agreement, and the certificates, declarations and other documents referenced in this Agreement, nor the consummation of the transactions in this Agreement contemplated, nor compliance with the terms of this Agreement and the documents referenced in this Agreement, will violate any provision of law, any order of any court or governmental authority or conflict with or result in the breach of any terms, conditions, or provisions of, or constitute a default under any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreements or instruments to which Optionor is a party or which affect any of the Parcel or the transactions contemplated by this Agreement. 7.7. Other than as disclosed by Optionor to Optionee in writing, there are no legal proceedings either pending or, to the knowledge of the Optionor Representatives, threatened, to which Optionor is or may be made a party, or to which the Parcel, is or may become subject or which could reasonably affect the ability of Optionor to carry out its obligations hereunder or which would affect the Parcel. 7.8. Optionor holds, and can cause the conveyance of, fee title to the Parcel. The transfer of the Parcel is not subject to any right of first refusal or similar purchase or other options. 7.9. There are no brokerage fee, commission, or finders' fee is payable to any person or entity in connection with the transaction contemplated by this Agreement ("Commissions"). Optionor shall promptly advise Optionee in writing if Optionor becomes aware that any representation or warranty made by Optionor is or becomes untrue in any material respect prior to any Close of Escrow. Optionors' representations and warranties set forth in this Section shall be deemed to be restated at consummation of any purchase contemplated in this Agreement and shall survive any such purchase and shall not be merged with any deed. 8. Optionee's Representations and Warranties. Optionee hereby represents and warrants to Optionor that, as of the Effective Date: 8.1. Optionee has all requisite corporate power and authority to execute and deliver, and to perform all its obligations under, this Agreement. Optionee is duly organized, validly existing and in good standing under the laws of the state of its formation, with full power to enter into this Agreement. 8.2. Optionee has (or will have prior to the date by which a particular step is required to be taken or performance of a particular obligation is required to be commenced pursuant to this Agreement) all requisite power and authority required to enter into this Agreement and the instruments referenced in this Agreement, to consummate the transaction contemplated hereby and to take any steps contemplated thereby or hereby, and to perform its obligations hereunder and thereunder. 7