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any notice or passage of time or otherwise, any mechanic's or materialman's lien rights with
<br /> respect to the Property or any part or parcel thereof.
<br /> 9.1.6 No Adverse Agreements. There are no adverse possessors,
<br /> tenancies or occupancy agreements affecting possession of the Property, or any portion thereof,
<br /> except as disclosed in this Agreement, nor has any option to purchase the Property, or any
<br /> portion thereof, been granted by the County to any party. No party(other than the City pursuant
<br /> to this Agreement)has the right to acquire the Property.
<br /> 9.1.7 No Bankruptcy Proceedings. The County is not the subject of a
<br /> bankruptcy, insolvency or similar proceeding.
<br /> 9.1.8 Environmental Status. In accordance with California Health and
<br /> Safety Code Section 25359.7, the County warrants and represents to City that it is not aware that
<br /> any release of Hazardous Materials has come to be located upon or under the Property. Neither
<br /> the County nor, to the actual knowledge of the County, without duty of inquiry, any third parties
<br /> during the period of time the Property has been owned by the County have generated, handled,
<br /> manufactured, stored, used, transported or discharged any Hazardous Materials on, in or under
<br /> the Property, the groundwater or any adjacent property. The County is not aware of any
<br /> underground storage tanks located on or under the Property. As used herein, the term"Hazardous
<br /> Materials" shall mean any toxic or hazardous substance, material or waste or any pollutant or
<br /> contaminant or infectious or radioactive material, including but not limited to those substances,
<br /> materials or wastes regulated now or in the future under any of the following statutes or
<br /> 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
<br /> Code §13000 et seq. or the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq.;
<br /> (2) any "hazardous waste" within the meaning of the Resource Conservation and Recovery Act,
<br /> 42 U.S.C. §6901 et seq.; or (3) any other substance, chemical, waste, toxicant, pollutant or
<br /> contaminant regulated by any federal, state or local law, statute, rule, regulation or ordinance for
<br /> the protection of health or the environment, including, without limitation, any petroleum
<br /> products or fractions thereof.
<br /> 9.2 City's Representations and Warranties. As a material inducement to the
<br /> County to enter into this Agreement, City makes the following covenants, representations and
<br /> warranties to the County set forth in this Section 9.2 as of the date hereof and as of the Closing.
<br /> 9.2.1 City's Authority to 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 /> authority to enter into this Agreement and all documents, instruments or agreements referenced
<br /> herein to be executed by City, and to consummate the transaction contemplated hereby. All
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<br /> Project Name:County of Orange/Santa Ana Plaza of the Fountains Property Transfer
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