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DRAFT <br />7. Possession. Seller agrees to deliver to Agency, on the date the Grant Deed conveying <br />said real property to Agency is recorded, quiet and peaceful possession of said real property, <br />which shall be made free by Seller of all personal property. <br />8. A~ency Representations. <br />Agency represents and warrants to Seller as follows: <br />A. Authori .Agency is a public body, corporate and politic, existing pursuant to the <br />Community Redevelopment Law, which has been authorized to transact business pursuant to <br />action of the City. Agency has full right, power and lawful authority to grant, sell and convey <br />said real property as provided herein, and the execution, performance and delivery of this <br />Agreement by Agency has been fully authorized by all requisite actions on the part of the <br />Agency. <br />B. FIRPTA. The Agency is not a "foreign person" within the parameters of the <br />Foreign Investment in Real Property Transfer Act ("FIRPTA") or any similar state statute, or is <br />exempt from the provisions of FIIZPTA or any similar state statute, or the Agency has complied <br />with and will comply with all the requirements under FIRPTA or any similar state statute. <br />C. No Conflict. To the best of Agency's knowledge, Agency's execution, delivery <br />and performance of its obligations under this Agreement will not constitute a default or a breach <br />under any contract, agreement or order to which Agency is a party or by which it is bound. <br />Until the Closing, the Agency shall, upon learning of any fact or condition which would <br />cause any of the warranties and representations in this paragraph 8 not to be true as of the <br />Closing, within five (5) business days give written notice of such fact or condition to the Seller. <br />Such exception(s) to a representation shall not be deemed a breach by the Agency hereunder, but <br />shall constitute an exception which the Seller shall have a right to approve or disapprove if such <br />exception would have an effect on the value and/or development of said real property. If the <br />Seller elects to close Escrow following disclosure of such information, Agency's representations <br />and warranties contained herein shall be deemed to have been made as of the Closing, subject to <br />such exception(s). If, following the disclosure of such information, the Seller elects to not close <br />Escrow, it shall so inform the Agency in writing, at which point this Agreement and the Escrow <br />shall automatically terminate, and neither party shall have any further rights, obligations or <br />liabilities hereunder. The representations and warranties set forth in this Paragraph 8 shall <br />survive the Closing as to facts or conditions that would constitute a "material alteration" to the <br />value and/or development of said real property. <br />9. Seller's Representations. The Seller represents and warrants to Agency as follows: <br />A. Authority. Seller is a duly organized California limited partnership which is in <br />good standing and authorized to do business in the State of California. The Seller has full right, <br />power and lawful authority to purchase and accept the conveyance of said real property and <br />undertake all obligations as provided herein and the execution, performance and delivery of this <br />Agreement by Seller has been fully authorized by all requisite actions on the part of the Seller. <br />4 13 <br />3-6 <br />