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4.3.4 Violations. Seller is not aware of any violation of any statute, ordinance, regulation or <br />administrative or judicial order or holding, whether or not appearing in public records, <br />with respect to the Property or any improvements on the Property. <br />4.3.5 Condemnation. Seller is not aware of any threatened proceedings in eminent domain or <br />otherwise, which would affect the Property or any portion thereof. <br />4.3.6 No Notices. Seller is not aware of any change contemplated in any applicable laws, <br />ordinances or restrictions, or written notice of any judicial or administrative action, or <br />written notice of any action by adjacent landowners, or written notice of natural or <br />artificial conditions upon the Property that would prevent, impede, limit, or render more <br />costly City's contemplated use of the Property to the extent such contemplated use is <br />actually known to it. <br />4.3.7 Inaccuracies. If any representation or warranty of Seller in this section "Seller <br />Representations and Warranties" becomes inaccurate after the Effective pate other than <br />as a result of a prior misrepresentation by Seller, or as a result of the affirmative act of <br />Seller, Seller shall promptly notify City of the inaccuracy. If any representation or <br />warranty of Seller becomes inaccurate for reasons other than due to a prior <br />misrepresentation or affirmative act of Seller, Seller shall not be in breach or default of <br />this Agreement as a result of such inaccuracy, but shall take commerciaily reasonable <br />efforts, diligently and in good faith, to correct such inaccuracy. <br />4.3.8 Seller Authority to Execute Agreement. Seller has the legal right, power, and authority <br />to enter into this Agreement, to consummate the transactions contemplated hereby, and <br />to convey the Property to City. <br />4.3.9 Authority of Executing Officer. Each individual executing this Agreement on behalf of <br />Seller is duly authorized to execute and deliver this Agreement on behalf of Seller. <br />4.3.10 Validity of Seller's Representations and Warranties at Close of Escrow. The <br />representations and warranties of Seller set forth in this Agreement shall be true on and <br />as of the close of escrow as if those representations and warranties were made on and as <br />of such time. <br />4.4 City's Representations and Warranties. City hereby represents and warrants to Seller that as of <br />the Effective Date of this Agreement and as of the Closing, this Agreement and all documents <br />executed by City which are to be delivered to Seller at the time of Closing will be duly authorized, <br />executed, and delivered by City, and are or at the Closing will be legal, valid, and binding <br />obligations of City, and do not and at the time of Closing will not violate any provisions of any <br />agreement or judicial order to which City is a party or to which it is subject. City further represents <br />and warrants to Seller that City is purchasing the Property in its existing condition and will, by the <br />time called for herein, make or have waived all inspections of the Property City believes are <br />necessary to protect its own interest in, and its contemplated use of, the Property. <br />4.5 Survival of Representations and Warranties. All representations and warranties contained <br />herein shall survive the Close of Escrow or termination of this Agreement. <br />City Council 15 — 7 11/15/2022 <br />Purchase and Sale Agreement - Santa Ana Unified School District -City of Santa Ana -Water Tower Site <br />Page 5 <br />