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6.2.9. Assessment Districts. There are no existing Mello -Roos or other community facilities or assessment districts which affect any portion of the Property. 6.2.10. No Parties in Possession. There are no parties in possession of any portion of the Property, as lessees, tenants at sufferance or trespassers. No party is presently extracting any oil, gas, minerals or other substances from the Property nor, to the best knowledge of Seller, has any party previously done so. 6.2.11. No Retained Rights. To the best knowledge of Seller, no previous owner of any portion of the Property has any right to create any easements, rights -of -way or other interest in any portion of the Property, except as otherwise may be disclosed in the Preliminary Report. 6.2.12. Encroachments. To the best of Seller's knowledge, there are no encroachments onto the Property by improvements on any adjoining property, nor do any buildings or improvements located on the Property encroach on other properties. 6.2.13. Marketable Title. Seller has and shall convey to Buyer good, marketable and insurable fee title to the Property, subject only to the Permitted Exceptions. From and after the Effective Date, Seller shall take no action to encumber the Property with any lien, easement or other title matter without the consent of Buyer, which Buyer shall not unreasonably withhold or delay. 6.2.14. Non - Foreign Transfer. Seller is not a "foreign person" within the meaning of the Foreign Investment in Real Property Act or any similar state statute, and Seller will comply with all requirements of the Foreign Investment in Real Property Act and any similar state statute in connection with this transaction. 6.2.15. Change of Situation. Until the Close of Escrow, Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 6.2 not be true as of the Close of Escrow, immediately give written notice of such fact or condition to Buyer. 6.2.16. Disclosure. Seller has disclosed to Buyer any and all matters known to Seller which may have a material adverse impact on the Property and Buyer's ability to use and /or develop the Property. All of the documents and materials supplied by Seller are in all material respects true, accurate and complete; and, Seller has no knowledge of any facts which would render any information in such documents and materials untrue in any significant respect. To the best of Seller's knowledge, no defect or condition of the Property or soil exists that may adversely affect Buyer's proposed development of the Property. 6.3. Buyer's Representations and Warranties. Buyer represents and warrants to Seller that each and every one of the matters set forth in this Section 6.3 is true and correct as of the Effective Date, and shall be true and correct as of the Close of Escrow. 6.3.1. Authority; Binding Obligation. The execution and delivery by Buyer of and Buyer's performance under this Agreement are within Buyer's powers and have been duly authorized by all requisite action. If Buyer is a corporation, partnership, limited liability 13 82483 00000\55 71002.3 ATTY /AGR/2010.120 103010