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(b) Optionee's Performance. Optionee shall have performed, observed and
<br /> complied with all material covenants, agreements and conditions required by this Agreement to
<br /> be performed, observed and complied with on Optionee's part at or prior to the Closing.
<br /> (c) Optionee's Deliveries. Optionee shall have delivered to Escrow Holder all
<br /> instruments and documents required on Optionee's part to effectuate this Agreement and the
<br /> transactions contemplated hereby, including without limitation, the New Lease, duly executed by
<br /> Optionee, escrow instructions in form and substance consistent with the requirements herein, a
<br /> closing statement consistent with the terms of this Agreement, and a certificate of acceptance of
<br /> the Grant Deed as required by Section 27281 of the California Government Code, and Optionee
<br /> shall have timely deposited all funds to be deposited into the Escrow pursuant hereto, including
<br /> without limitation the Closing Payment and the Relocation Compensation.
<br /> 12. Owner's Representations, Warranties and Covenants. Owner hereby represents,
<br /> warrants and covenants to Optionee and its assigns, and makes the representations, warranties
<br /> and covenants set forth in this Paragraph 12 for the benefit of Optionee and its successors and
<br /> assigns. Owner shall notify Optionee in writing immediately if Owner becomes aware that any
<br /> representation or warranty has become untrue or misleading in light of information obtained by
<br /> Owner after the Agreement Date. Owner shall indemnify, protect, defend and hold harmless
<br /> Optionee from and against all Claims arising from or relating to any misrepresentation made by
<br /> Owner in this Agreement or in any document, certificate or exhibit given or delivered in
<br /> connection herewith.
<br /> (a) Authority. Owner is the sole owner of fee title to the Real Property and has
<br /> all requisite power and authority to enter into this Agreement and to perform its obligations
<br /> hereunder, and the execution and delivery of this Agreement by Owner shall have been duly
<br /> authorized. No approvals, authorizations or consents of any public body or of any person other
<br /> than Owner's shareholders, partners or members, as applicable, are necessary in connection
<br /> herewith. This Agreement and all other agreements, documents and instruments to be executed
<br /> in connection herewith have been effectively authorized by all necessary action, corporate,
<br /> partnership or otherwise, including, without limitation, authorizations of Owner's Board of
<br /> Directors, shareholders or members, as applicable, which authorizations remain in full force and
<br /> effect, have been duly executed and delivered by Owner, and no other corporate, partnership or
<br /> other proceedings on the part of Owner are required to authorize this Agreement and the
<br /> transactions contemplated hereby.
<br /> (b) No Conflict. The execution and delivery of this Agreement and the
<br /> consummation of the transactions contemplated hereunder on the part of Owner do not and will
<br /> not violate any applicable law, ordinance, statute, rule, regulation, order, decree or judgment,
<br /> conflict with or result in the breach of any material terms or provisions of, or constitute a default
<br /> under, or result in the creation or imposition of any lien, charge, or encumbrance upon the
<br /> Property or any other assets of Owner by reason of the terms of any contract, mortgage, lien,
<br /> lease, agreement, indenture, instrument or judgment to which Owner is a party or which is or
<br /> purports to be binding upon Owner or the Property or which otherwise affects Owner or the
<br /> Property, which will not be discharged, assumed or released at the Closing. No action by any
<br /> federal, state or municipal or other governmental department, commission, board, bureau or
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