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206. Representations and Warranties. <br />as follows: <br />206.1 Agency Representations. Agency represents and warrants to Developer <br />a. Authority. Agency is a public body, corporate and politic, <br />existing pursuant to the California Community Redevelopment Law (California Health and <br />Safety Code Section 33000), which has been authorized to transact business pursuant to action of <br />the City. Agency has full right, power and lawful authority to grant, sell and convey the Sites as <br />provided herein and the execution, performance and delivery of this Agreement by Agency has <br />been fully authorized by all requisite actions on the part of Agency. <br />b. FIRPTA. Agency is not a "foreign person" within the parameters <br />of FIRPTA or any similar state statute, or is exempt from the provisions of FIRPTA or any <br />similar sate statue, or that Agency has complied and will comply with all the requirements under <br />FIRPTA or any similar state statute. <br />C. No Conflict. To the best of Agency's knowledge, Agency's <br />execution, delivery and performance of its obligations under this Agreement will not constitute a <br />default or a breach under any contract, agreement or order to which Agency is a party or by <br />which it is bound. <br />d. No Legal Proceedings. There are no claims, causes of action or <br />other litigation or proceedings pending or, to the best knowledge of the Agency, threatened with <br />respect to the ownership, operation or environmental condition of the Sites or any part thereof <br />(including disputes with mortgagees, governmental authorities, utility companies, contractors, <br />adjoining landowners or suppliers of goods and services). <br />e. Notices. Agency has received no notices from any governmental <br />agency of any known or suspected violation of any of the Environmental Laws with respect to <br />the Sites in the applicable Phase or the known or suspected existence of any Hazardous Materials <br />on any of the Sites in the applicable Phase. <br />C Violations. To the best knowledge of the Agency, there are no <br />violations of any health, safety, pollution, zoning or other laws, ordinances, rules or regulations <br />with respect to the Sites, which have not heretofore been entirely corrected. In the event Agency <br />has actual knowledge of any such violations, Agency shall (i) immediately provide Developer <br />with copies of all documents evidencing such violation, and (ii) cure such violation prior to <br />Closing except as expressly provided herein. <br />Until the Closing, Agency shall, upon learning of any fact or condition <br />which would cause any of the warranties and representations in this Section 206.1 not to be true <br />as of Closing, immediately give written notice of such fact or condition to Developer. Such <br />exception(s) to a representation shall not be deemed a breach by Agency hereunder, but shall <br />constitute an exception which Developer shall have a right to approve or disapprove is such <br />exception would have an effect on the value of the Sites and/or ability to develop the Sites in the <br />Phase. If Developer elects to close Escrow following disclosure of such information, Agency's <br />representations and warranties contained herein shall be deemed to have been made as of the <br />16 EXHIBIT 4 <br />8OA-31