20B - AA PURCHASE SALE OF BRISTOL ST IMP PROJECT

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(a) Seller owns fee title to the Property; and (b) The execution and delivery of this Agreement by Seller, Seller's performance hereunder, and the consummation of thetransaction contemplated hereby will not constitute a violation of any order or decree or result in the breach of any contract or agreement to which Seller is at present a party or by which Seller is bound; and (c) To Seller's actual knowledge, no litigation and no governmental, administrative or regulatory act or proceeding regarding the environmental, health and safety aspects of the Property is pending, proposed or threatened; and (d) Seller will not enter into any agreements or undertake any new obligations prior to Close of Escrow which will in any way burden, encumber or otherwise affect the Property without the prior written consent of the Buyer; and (e) There are no leases, options, licenses, options to purchase, rights of first refusal, contracts of sale, or operating or other agreements or contracts regarding the use, occupancy, management or operation of the Property that will survive the Close of Escrow; and (f) Seller has not alienated, encumbered, transferred, optioned, leased, assigned, or otherwise conveyed,its interest or any portion of its interest in the Property or any portion thereof except as may be expressly set forth in the Title Commitment, nor has the Seller entered into any agreement (otherthan this Agreement) to do so; and (g) No person or entity holds any rights to purchase or otherwise acquire all or any portion of the Property (or interest therein), including pursuant to any purchase agreement, option, right of first offer, right of first refusal, gift or other agreement; and (h) Seller, as a government agency, has not been subject to real property tax assessment on the Property. Transfer of title to Buyer at the Close of Escrow will subject the Property to an assessment from the Orange County Office of the Assessor, which assessment shall be effective commencing on the date of Close of Escrow and not before, and shall be the obligation of the Buyer after the Close of Escrow, it being understood, however, that if the Property is subject to assessment for any period of time prior to the Close of Escrow, such assessment shall be the liability of the Seller, and Seller's obligations with respect thereto shall survive the Close of Escrow; and (i) Seller is aware of its obligation under California Health and Safety Code Section 25359.7 to disclose any knowledge which they may have regarding any release of Hazardous Substances (as defined by applicable federal, state and local statutes, rules and regulations) upon or underthe Property. Sellerwarrants and represents to Buyer that Seller is not aware that any such Hazardous Substances have been generated, stored or disposed of upon or under the Property. ' 20B--13