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<br />.
<br />
<br />.
<br />
<br />and until Buyer receives an acceptable Owner's Policy issued to Buyer, along with an invoice
<br />itemizing Buyer's share of Closing Costs.
<br />
<br />10. REPRESENTATIONS, WARRANTIES, AND COVENANTS,
<br />
<br />10,1, Seller's Representations and Warranties, Seller hereby makes the following
<br />representations and warranties to Buyer, all of which shall be true and accurate as of the
<br />execution of this Agreement and as of the Close of Escrow:
<br />
<br />10,1.1, Seller is the sole owner of fee simple title to the Real Property, and
<br />Seller's conveyance and delivery of fee simple title to Buyer at the Close of Escrow shall be free
<br />of any and all liens or encumbrances, except for the Permitted Exceptions.
<br />
<br />10,1,2, Seller is a municipal corporation and charter city duly organized, validly
<br />existing, and in good standing under the Constitution and the laws of the State of California.
<br />
<br />10.1,3, Seller's execution, delivery, or performance of this Agreement (including
<br />any related documents to be executed and delivered by Seller at the Close of Escrow):
<br />
<br />10.1.3,1, Is duly authorized and approved such that this Agreement and
<br />related documents will constitute legal, valid, and binding obligations of Seller enforceable
<br />against Seller in accordance with their respective terms (except to the extent that such
<br />enforcement may be limited by applicable bankruptcy, insolvency, moratorium, and other
<br />principles relating to or limiting the right of contracting parties generally);
<br />
<br />10,1,3,2, Does not and will not violate any provisions of any agreement
<br />which is binding upon Seller or any of Seller's assets;
<br />
<br />10,1,3,3, Does not require any authorization, consent, approval, or other
<br />action of or filing or registration with any other governmental agency, except as expressly
<br />provided herein; and
<br />
<br />10,1.3.4, Is not prohibited by any law, ordinance, or regulation.
<br />
<br />10.1.4. To the best of Seller's knowledge:
<br />
<br />10.1.4,1, There are no suits, actions, arbitrations, attachments, execution
<br />proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganizations,
<br />or other legal proceedings or inquiries pending or threatened against the Real Property or Seller
<br />which could adversely affect the value of the Real Property, Seller's interest therein, Seller's
<br />ability to perform its obligations hereunder, or othelWise impose any liability upon any owner of
<br />the Real Property;
<br />
<br />10,1,4.2, There are no uncorrected violations of any statutes, ordinances,
<br />regulations, or administrative or judicial orders or holdings which could adversely affect the Real
<br />Property, nor has Seller received any written notice of said violations from any governmental or
<br />quasi-governmental authority;
<br />
<br />10.1,4,3, No Hazardous Substances are present in, on, or under the Real
<br />Property in violation of any Environmental Laws; and
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<br />Page 10
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<br />557986.11
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<br />(Rev. 07/21/05)
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