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6.2.2. No Violations; No Notice. Seller represents and warrants that, to the best
<br /> of Seller's knowledge, as of the Close of Escrow, the Property will not be in violation of any
<br /> federal, state or local law, ordinance or regulation relating to industrial hygiene or to the
<br /> environmental conditions or to Hazardous Materials on, under or about the Property, including,
<br /> but not limited to, soil and groundwater conditions. Seller has received no notice and has no
<br /> independent knowledge that there is any proceeding or inquiry by any governmental authority
<br /> (including, without limitation, the California State Department of Toxic Substances Control)
<br /> with respect to the presence of Hazardous Materials on the Property or the migration thereof
<br /> from or to other property.
<br /> 6.2.3. Agreements. Seller has not entered into any other agreements affecting
<br /> title to the Property other than those which are set forth in the Preliminary Report. Buyer, by
<br /> virtue of the purchase of the Property, or any portion thereof, will not be required to satisfy any
<br /> obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement and
<br /> the OPA.
<br /> 6.2.4. No Breach. Neither the execution of this Agreement nor the
<br /> consummation of the transactions contemplated herein will constitute a breach under any
<br /> contract or agreement to which Seller is a party or by which Seller is bound or affected which
<br /> affects the Property or any part thereof.
<br /> 6.2.5. No Option or Other Interest. Seller has not granted to any party, other
<br /> than Buyer hereunder, any option, contract or other agreement with respect to a purchase or sale
<br /> of the Property or any portion thereof or any interest therein.
<br /> 6.2.6. Authority; Binding Obligation. Seller is the fee owner of and has the full
<br /> right, power, and authority to sell, convey and transfer the Property to Buyer as provided herein
<br /> and to carry out Seller's obligations hereunder. The execution and delivery by Seller of and
<br /> Seller's performance under this Agreement are within Seller's powers and have been duly
<br /> authorized by all requisite action. The parties executing this Agreement on behalf of Seller are
<br /> sufficient to bind Seller; and, this Agreement constitutes the legal, valid, binding and enforceable
<br /> obligation of Seller.
<br /> 6.2.7. Compliance with Laws. The Property and the use of the Property during
<br /> Seller's ownership thereof have at all times been, and are presently in compliance in all material
<br /> respects (both as to condition and use) with, all applicable federal, state and local statutes,
<br /> ordinances and codes, including, but not limited to, zoning, building, subdivision, pollution,
<br /> environmental protection, water disposal, health, fire and safety engineering codes, and the rules
<br /> and regulations of, any governmental authority having jurisdiction over the Property. Seller has
<br /> received no notice of any violation of any of the foregoing for any governmental agency or
<br /> authority.
<br /> 6.2.8. Environmental Encumbrances. To the best of Seller's knowledge, there
<br /> are no environmental encumbrances affecting the Property which might impede development,
<br /> including, without limitation, endangered species, vernal pools, waters of the United States,
<br /> wetlands, archaeological artifacts, or geological or public interests.
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<br /> 82483.00000\5571002 3
<br /> ATTY /AGR/2010.120
<br /> 103010
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