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7.2.2 City shall pay documentary transfer taxes, if any, as specified on the
<br />Documentary Transfer Tax Statement.
<br />8. Representations and Warranties; Covenants.
<br />8.1 County's Representations and Warranties. As a material inducement to
<br />City to enter into this Agreement, County makes the following covenants, representations and
<br />warranties to City set forth in this Section 8.1 as of the date hereof and as of the Close of the
<br />Closing.
<br />8.1.1 Property Owner. County is the owner of the County Property and
<br />has the right, power and authority to transfer the same to City pursuant to this Agreement.
<br />8.1.2 County's Authority to Execute Agreement. County is a political
<br />subdivision of the State of California. Neither the execution and delivery of this Agreement nor
<br />the performance or consummation of the transactions contemplated by this Agreement will result
<br />in any breach of or constitute a default under or conflict with any agreement, covenant, law,
<br />regulation, ordinance or obligation binding upon County. No approvals, authorizations or consents
<br />of any separate public body or of any person are necessary in connection herewith. County has
<br />the legal right, power and authority to enter into this Agreement and all documents, instruments or
<br />agreements referenced herein to be executed by County, and to consummate the transaction
<br />contemplated hereby. All individuals executing this Agreement and all other documents,
<br />instruments or agreements required hereunder, on behalf of County, have the legal right, power
<br />and actual authority to bind County to the terms and conditions hereof and thereof.
<br />8.1.3 Compliance with Law. County has no knowledge and has received
<br />no notice (i) that the County Property is in violation of any applicable statutes, ordinances, and
<br />regulations, including those relating to environmental and health and safety requirements including
<br />those governing the storage, discharge, use and cleaning of toxic or hazardous substances and
<br />materials; (ii) of any presently pending or threatened action or proceeding under any environmental
<br />or health and safety statutes, ordinances, or regulations; or (iii) of the existence of any present or
<br />pending order or directive of any city, county, state, or federal authority, or any agency thereof,
<br />requiring that any work or repair, maintenance, improvement, or pollution or contamination
<br />abatement be performed on the County Property.
<br />8.1.4 No Litigation. There are no actions, claims, suits, or proceedings of
<br />any kind or nature whatsoever, legal or equitable, pending or, to the best of County's knowledge,
<br />threatened against County or the County Property or relating to or arising out of the ownership,
<br />management, condition, or operation of the County Property, in any court or before or by any
<br />federal, state, county or municipal department, commission, board, bureau, agency, or other
<br />governmental instrumentality.
<br />8.1.5 No Mechanic's Liens. No work has been done upon, or materials
<br />delivered to, the County Property by or at the request of County, or with County's knowledge,
<br />which is not fully paid for, nor, to the best of County's knowledge, does any person, firm or
<br />corporation now have, nor, to the best of County's knowledge, will it have upon the giving of any
<br />notice or passage of time or otherwise, any mechanic's or materialman's lien rights with respect
<br />to the County Property or any part or parcel thereof.
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<br />Project Name: Santa Ana Property Exchange
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