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41 <br /> M , <br /> concerning any existing or potential , past, present or future hazardous materials <br /> at the Property. <br /> (c) Clear Title . COUNTY warrants that it is the owner of the Property and has <br /> marketable and insurable fee simple title to the Property free of restrictions , <br /> leases , liens and other encumbrances , except for the exceptions permitted <br /> pursuant to paragraph 1 , above . During the term of this Agreement, COUNTY <br />'i shall not convey or accept any offer to convey the Property or any portion of the <br /> Property nor shall COUNTY encumber or permit encumbrance of the Property in <br /> I any way nor grant any property, contract or occupancy right relating to the <br /> Property or any portion thereof without the prior written consent of CITY, which <br /> may be withheld in CITY's sole and absolute discretion . <br /> (d) Contracts . COUNTY hereby covenants, represents , and warrants that at <br /> the Closing, there will be no contracts , licenses, commitments , or undertakings <br /> concerning maintenance , operation , or repair of the Property or equipment on the <br /> Property, or the performance of services on the Property, including payment for <br /> such services performed prior to Closing , or the use of the Property or any part of <br /> it, by which CITY would become obligated or liable to any person. If any person <br /> or entity makes a lawful claim for payment for services performed prior to <br /> Closing , COUNTY will be obligated to pay or cause to be paid such claim prior to <br /> Closing , subject to COUNTY's right to contest the validity of such claim . If any <br /> such claim is made after the Closing, COUNTY shall indemnify, defend , and hold <br /> CITY harmless from any and all claims , demand , or liability_ This duty of defense <br /> and indemnification shall survive the Closing. <br /> (a) No Default. COUNTY hereby covenants, represents , and warrants that, to <br /> the best of COUNTY's knowledge and belief, COUNTY has received no notice of <br /> any default under any contract, transaction , agreement, encumbrance , or <br /> instrument pertaining to the Property, which has remained uncured as of the date <br /> of this Agreement. The obligation to notify CITY of notices of default shall extend <br /> to the Closing . <br /> 17 . If suit should be brought for any sum due or the enforcement or declaration of <br /> any right or obligation hereunder, by either party , the prevailing party shall be <br /> entitled to all costs incurred in connection with such action , including reasonable <br /> attorney's fees . <br /> 18 . Any notice which either party may or is required to give shall be in writing and <br /> given by personal delivery or mailing same by certified mail , return receipt <br /> requested , postage prepaid , to the other party at the address shown below or at <br /> such other place as may be designated by the parties from time to time, and any <br /> notice so mailed shall be deemed received on the third day after mailing_ <br /> Nothing herein contained shall preclude the giving of any such written notice by <br /> personal service. The address to which notices and correspondence shall be <br /> mailed to either party may be changed by giving written notice to the other party. <br /> Page 7 of 9 <br /> 80 39Gd A33300 AVf bL0ZZ9VHZ ZS : LL ti00Zl9010L <br />