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5489135.1 11 <br /> <br /> <br />PURCHASER’S INITIALS: ___________ <br /> <br />5.5. Survival. The provisions of this Section 5 shall survive the Closing. <br />6. Purchaser’s Representations. Purchaser represents that as of the Effective Date and as of the <br />Closing: <br /> <br />a) The execution, delivery and performance of this Contract in accordance with its <br />terms, do not violate any organizational document of Purchaser, or any contract, <br />agreement, commitment, order, judgment or decree to which Purchaser is a party or <br />by which it is bound; <br /> <br />b) Purchaser has the right, power and authority to make and perform its obligations <br />under this Contract; <br />c) Purchaser is a municipal corporation duly formed under the laws of the State of <br />California; and <br /> <br />d) This Contract is a valid and binding obligation of Purchaser enforceable against <br />Purchaser in accordance with its terms. <br /> <br />7. Seller’s Representations. Seller represents that as of the Effective Date and as of the Closing: <br /> <br />a) The execution, delivery and performance of this Contract in accordance with its terms <br />do not violate or any organizational document of Seller, or any contract, agreement, <br />commitment, order, judgment or decree to which Seller is a party or by which it is <br />bound; <br /> <br />b) Seller has the right, power and authority to make and perform its obligations under <br />this Contract; and <br /> <br />c) This Contract is a valid and binding obligation of Seller enforceable against <br />Seller in accordance with its terms; <br /> <br />d) Seller is not a foreign person, nonresident alien, foreign corporation, foreign <br />partnership, foreign trust or foreign estate, as those terms are defined in the Internal <br />Revenue Code and the Income Tax Regulations promulgated thereunder; <br /> <br />e) Seller is not, and shall not become, a person or entity with whom Purchaser is <br />restricted from doing business under, without limitation, Executive Order No. 13224 <br />(Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten <br />to Commit, or Support Terrorism), the list of Specially Designated and Blocked <br />Persons promulgated by the Department of Treasury Office of Foreign Assets Control <br />or any other similar laws, orders, regulations or other directive. <br /> <br />. <br />EXHIBIT 1