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"to the best of Seller's knowledge" shall mean the current actual knowledge of Seller. If prior to the Close of Escrow,Buyer has actual knowledge that any representation or warranty of Seller is untrue,inaccurate or incomplete in any material respect(and without waiving any of Buyer's rights or remedies hereunder at law or in equity with respect to any material untruth, incompleteness or inaccuracy existing on the Effective Date, that was known of or should have been known of by Seller), Buyer may give Seller written notice of same and Seller shall have seven (7)days from the date of receipt of Buyer's notice(and the Closing Date shall be extended to permit the running of such seven (7) day period) ("Seller Cure Period") to correct any factor or circumstance that makes such representation or warranty materially untrue or inaccurate to Buyer's reasonable satisfaction.If Seller fails to make such correction within the Seller Cure Period, then Buyer by written notice to Seller within three(3)days after the expiration of the Seller Cure Period(and the Closing Date shall be extended to permit the running of such three(3)day period)shall be entitled (a) to terminate this Agreement, or (b) continue this Agreement in full force and effect with no change in terms, but without waiving any legal, equitable or other remedies it may have against Seller.The foregoing is not a waiver or release of any of Buyer's rights or remedies for any material untruth, incompleteness or inaccuracy in a representation or warranty of Seller of which Buyer obtains knowledge after the Close of Escrow. 6.1.1 Authorization. Seller has full power and authority to enter into this Agreement and to perform all its obligations hereunder,and has taken all action required by law, its governing instruments or otherwise to authorize the execution, delivery and performance of this Agreement by Seller. Each individual or entity who has executed this Agreement on behalf of Seller has the right,power,legal capacity and authority to execute,deliver and perform this Agreement on behalf of Seller. 6.1.2 Conflicting Agreements. Neither the execution or delivery of this Agreement, nor the consummation of the transaction contemplated herein, will conflict with, or result in a breach of, any contract, license or undertaking to which Seller is a party or by which Seller or any of the Property is bound, or constitute a default thereunder. In addition,with respect to any agreements that affect the Property,neither Seller nor any other party or parties to such agreements are in default thereunder nor are there any facts that currently exist which with the passage of time would result in any such default. To the best of Seller's knowledge,the Property is not subject to any prescriptive easements, claims of adverse possession, encroachments or similar rights or claims. The Property is not subject to any leases,options or other similar rights or claims in favor of any third parties. The Property is not subject to a Williamson Act contract or any similar agricultural agreement. 6.1.3 Proceedings. To the best of Seller's knowledge, no legal or administrative proceeding is pending or threatened against Seller or the Property nor are there any other facts or circumstances which would adversely affect (i)Seller's right to convey title to the Property to Buyer as contemplated in this Agreement, or(ii)Buyer's ability to own, develop and/or market the Property in the manner disclosed by Buyer to Seller. To the best of -9-