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or any portion thereof, been granted by County to any party. No party (other than the City pursuant
<br />to this Agreement) has the right to acquire the County Property.
<br />8,1.7 No Bankruptck Proceedings. County is not the subject of a
<br />bankruptcy, insolvency, or similar proceeding.
<br />8.1.8 Environmental Status. In accordance with California Health and
<br />Safety Code Section 25359.7, County warrants and represents to City that it is not aware that any
<br />release of Hazardous Materials has come to be located upon or under the County Property. Neither
<br />County nor, to the actual knowledge of County, without duty of inquiry, any third parties during
<br />the period of time the County Property has been owned by County have generated, handled,
<br />manufactured, stored, used, transported or discharged any Hazardous Materials on, in or under the
<br />County Property, the groundwater or any adjacent property, County is not aware of any
<br />underground storage tanks located on or under the County Property. As used herein, the tern
<br />"Hazardous Materials" shall mean any toxic or hazardous substance, material or waste or any
<br />pollutant or contaminant or infectious or radioactive material, including but not limited to those
<br />substances, materials or wastes regulated now or in the future under any of the following statutes
<br />or regulations promulgated thereto: (1) any "hazardous substance" within the meaning of the
<br />Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended
<br />("CERCLA") 42 U.S.C. §9601, et seq. or the California Hazardous Substance Account Act, Cal.
<br />Health and Safety Code §25300 et seq. or the Porter -Cologne Water Quality Act, Cal. Water Code
<br />§13000 et seq. or the Hazardous Materials Transportation Act, 49 U.S.C. §1801, at seq.; (2) any
<br />"hazardous waste" within the meaning ofthe Resource Conservation and Recovery Act, 42 U.S.C.
<br />§6901 et seq.; or (3) any other substance, chemical, waste, toxicant, pollutant or contaminant
<br />regulated by any federal, state or local law, statute, rule, regulation or ordinance for the protection
<br />of health or the environment, including, without limitation, any petroleum products or fractions
<br />thereof.
<br />8.1.9 AS -IS. County acknowledges that County has inspected the City
<br />Property and made its own independent investigation of the City Property. County further
<br />acknowledges that' it is acquiring the City Property "AS -IS," in reliance solely on its own
<br />inspection of the City Property and on City's representations and warranties as set forth herein.
<br />City acknowledges it is conveying the land, structures, and vertical assets to the County.
<br />8.2 City's Reprgcentations an$ Warranties. As a material inducement to
<br />County to enter into this Agreement, City makes the following covenants, representations and
<br />warranties to County set forth in this Section 8.2 as of the date hereof and as of the Closing,
<br />8.2.1 Ero,�rty-Owner and Property bgems . City is the ownero£the City
<br />Property and has the right, power and authority to transfer the same to County pursuant to this
<br />Agreement.
<br />8.2.2 City's Authorby tto Execute Agreement. City is a duly organized,
<br />validly existing municipal corporation organized and existing under the laws of the State of
<br />California. Neither the execution and delivery of this Agreement nor the performance or
<br />consummation of the transactions contemplated by this Agreement will result in any breach of or
<br />constitute a default under or conflict with any agreement, covenant, law, regulation, ordinance, or
<br />obligation binding upon City. No approvals, authorizations, or consents of any separate public
<br />body or of any person are necessary in connection herewith. City has the legal right, power and
<br />Project Name: Smta AmPropeAY Exchange
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