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material untruth, incompleteness or inaccuracy existing on the Effective Date, that was known of <br />or should have been known of by Seller), Buyer may give Seller written notice of same and <br />Seller shall have seven (7) days from the date of receipt of Buyer's notice (and the Closing Date <br />shall be extended to permit the running of such seven (7) day period) ( "Seller Cure Period") to <br />correct any fact or circumstance that makes such representation or warranty materially untrue or <br />inaccurate to Buyer's reasonable satisfaction. If Seller fails to make such correction within the <br />Seller Cure Period, then Buyer by written notice to Seller within three (3) days after the <br />expiration of the Seller Cure Period (and the Closing Date shall be extended to penuit the <br />running of such three (3) day period) shall be entitled (a) to terminate this Agreement and obtain <br />a full reftmd of the Deposit or (b) continue this Agreement in Rill force and effect with no change <br />in terms, but without waiving any legal, equitable or other remedies it may have against Seller. <br />The foregoing is not a waiver or release of any of Buyer's rights or remedies for any material <br />untruth, incompleteness or inaccuracy in a representation or warranty of Seller of which Buyer <br />obtains knowledge after the Close of Escrow. <br />(1) Authorization. Seller has full power and authority to <br />enter into this Agreement and to perform all its obligations hereunder, and has taken all action <br />required by law, its governing instruments or otherwise to authorize the execution, delivery and <br />performance of this Agreement by Seller. Each individual or entity who has executed this <br />Agreement on behalf of Seller has the right, power, legal capacity and authority to execute, <br />deliver and perform this Agreement on behalf of Seller. <br />(2) Conflicting Agreements. Neither the execution or <br />delivery of this Agreement, nor the consummation of the transaction contemplated herein, wilt <br />conflict with, or result in a breach of, any contract, license or undertaking to 'which Seller is a <br />party or by which Seller or any of the Property is bound, or constitute a default thereunder. In <br />addition, with respect to any agreements which affect the Property, neither Seller nor any other <br />party or parties to such agreements are in default thereunder nor are there any facts that <br />currently exist which with the passage of time would result in any such defaulL To the best of <br />Seller's knowledge, the Property is not subject to any prescriptive easements, claims of adverse <br />possession, encroachments or similar rights or claims. In addition, except as otherwise <br />disclosed in this Agreement, the Property is not subject to any leases, options or other similar <br />rights or claims in favor of any third parties. The Property is not subject to a Williamson Act <br />contract or any similar agricultural agreement. <br />(3) Proceedings. To the best of Seller's knowledge, no legal <br />or administrative proceeding is pending or threatened against Seller or the Property nor are <br />there any other facts or circumstances which would adversely affect (i) Seller's right to convey <br />title to the Property to Buyer as contemplated in this Agreement or (ii) Buyer's ability to own, <br />develop and /or market the Property in the manner disclosed by Buyer to Seller. To the best of <br />Seller's knowledge, there are no condemnation or eminent domain proceedings pending or <br />threatened with respect to the Property. <br />(4) Binding Agreement. This Agreement constitutes a legal, <br />valid and binding obligation of Seller enforceable against Seller in accordance with its terms, <br />except to the extent that such enforcement may be limited by applicable bankruptcy, <br />-9- <br />25A -19 <br />