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a) That the Property is and at the Closing Date will be in full compliance
<br />with all applicable codes, decrees, laws, orders, ordinances, regulations,
<br />rules and statutes (whether federal, state, county or municipal), and all
<br />applicable restrictive covenants (collectively, "Regulations"), including,
<br />without limitation, any Regulations relating to building, environmental
<br />protection, fire, health, pollution and safety.
<br />b) That City has received no notice of and has no knowledge of any proposed
<br />or pending proceeding to change or redefine the current zoning
<br />classification of all or any part of the Property.
<br />c) That City has full authority, power and right to execute, deliver and carry
<br />out the terms and conditions of this Agreement and all other documents to
<br />be executed and delivered by City pursuant to or in connection with this
<br />Agreement; and that the execution and delivery of this Agreement, the
<br />consummation of the transactions herein contemplated, and compliance
<br />with the terms of this Agreement will not conflict with, or with or without
<br />notice or the passage of time, or both, result in a breach of, any contract or
<br />agreement to which City is a party, or of any judgment, order, or decree of
<br />any court having jurisdiction over City or City's properties or of any other
<br />applicable Laws, Ordinances or Regulations.
<br />d) That as of the Closing Date City shall convey good and marketable title to
<br />the Property, free and clear of any and all liens and encumbrances
<br />whatsoever, except the Permitted Exceptions.
<br />e) That there is no action or proceeding pending against City or any part of
<br />the Property that, if determined adversely as to City, Buyer or the
<br />Property, would have a material adverse effect on title to or the use,
<br />enjoyment or value of the Property, or that could interfere with the
<br />consummation of the transactions contemplated by this Agreement, and, to
<br />the best of City's knowledge, no such action or proceeding is contemplated
<br />or threatened by any party.
<br />f) That as of the Closing Date there will have been approved direct access to
<br />and from the Property on a publicly dedicated street and to public utilities,
<br />and, to the best of City's knowledge, no fact or condition exists that would
<br />result in the termination of such access to and from the Property or the
<br />cessation of such utilities necessary for the operation of the Property as a
<br />business or service as proposed by Buyer and as permitted by the City.
<br />That City warrants to Buyer: (i) that it has not used or permitted the
<br />Property to be used, whether directly or through agents, contractors or
<br />tenants, and to the best of City's knowledge, and except as disclosed to
<br />Buyer in writing, the Property has not at any time been used for the
<br />generating, transporting, treating, storage, manufacture, emission of, or
<br />disposal of any dangerous toxic or hazardous pollutants, contaminants,
<br />g)
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