010306 RESO Approving AA Mutual Release-Jt Exrow Inst Vinci Invest_

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to, served upon, received by or entered against Vinci and, except for the Vinci Violations, no such violations or exemptions exist. (vii) Other Contracts. Vinci has not entered into any other contracts for the sale of the Vinci Property, nor do there exist any rights of first refusal or options to purchase the Vinci Property. (viii) Insolvency. This Agreement is the product of an arms- length transaction and the Purchase Price represents the fair value of the Vinci Property. Vinci has not taken any action relating to the Vinci Property which would invalidate this transaction or the transfer of the Vinci Property to the Agency. Vinci is currently solvent, and shall not be rendered insolvent by virtue of the sale of the Vinci Property to the Agency, and Vinci has not otherwise taken any action which may subject Vinci to applicable bankruptcy or similar laws affecting the rights of creditors generally. (ix) Vinci Property. Vinci is the owner of the Vinci Property. Vinci has not made any previous assignment, transfer or disposition of all or any part of its interest in the Vinci Property (including, without limitation, its right to any actual or potential relocation benefits, pursuant to the California Relocation Assistance Law (Government Code Section 7260, et seq.)), Vinci has not encumbered the Vinci Property, and Vinci is not aware of any encumbrances covering the Vinci Property that will survive the Close of Escrow. (x) Adverse Matters. Vinci is not aware of any material adverse facts or information concerning the Vinci Property which would be relevant to the Agency with respect to the Agency's determination to acquire the Vinci Property. F. The Agency's Warranties. The Agency hereby covenants that the following representations and warranties of the Agency are true and shall be true and correct as of the Close of Escrow. Vinci's rights with respect to the following representations and warranties shall survive the Close of Escrow: (i) Power and Authority of the Agency. The Agency is a body corporate and politic duly organized and existing under the Community Redevelopment Law of the State of California. The Agency has the requisite power and authority to enter into and carry out the terms of this Agreement and the execution, performance and delivery hereof and of all other agreements and instrurnents referred to herein to be executed, performed or delivered by the Agency and the performance by the Agency of the Agency's obligations hereunder will not violate or constitute an event of default under the terms and provisions of any material agreement, document or instrument to which the Agency is a party or by which the Agency is bound. All proceedings required to be taken by or on behalf of the Agency to authorize it to make, deliver and carry out the terns of this Agreement have been duly and properly taken. No further consent of any person or entity is required in connection with the execution and delivery of, or performance by the Agency of its obligations under, this Agreement. (ii) Validity of Agreement. This Agreement is a valid and binding obligation of the Agency, enforceable against the Agency in accordance with its terms, subject to the effect -6- 600090435v6 8 -120