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representation(s)and warran ies . In the event Buyer becomes aware of any such conflict prior to the
<br /> tY( )
<br /> Close of Escrow by way of written notice delivered to Buyer by Seller, and thereafter completes the
<br /> transaction described hereby, Buyer shall be deemed to have proceeded in accordance with subsection
<br /> (ii) above. The representations and warranties of Seller set forth in this Section 13 shall survive the
<br /> Close of Escrow in accordance with Section 23(c)of this Agreement.
<br /> (a) Seller's Authority. Seller, and each person executing this Agreement on behalf
<br /> of Seller, has the legal power, right and authority to enter into this Agreement and the instruments
<br /> referenced herein, and to consummate the transactions contemplated hereby in the execution, delivery
<br /> and performance of this Agreement has been duly authorized and no other action by Seller is requisite to
<br /> the valid and binding execution,delivery and performance of this Agreement.
<br /> (b) Proceedings. Except as disclosed herein above, as of the Close of Escrow, to
<br /> the best of Seller's actual knowledge, there are no actions, suits, proceedings or governmental
<br /> investigations pending against the Property, in law or equity, and Seller has not received written notice
<br /> threatening any action, suit, proceeding or governmental investigations against the Property,in law or in
<br /> equity.
<br /> (c) Compliance with Laws. As of the Close of Escrow, Seller has received no
<br /> actual notice and,to the best of Seller's actual knowledge(without the duty of investigation or inquiry by
<br /> Seller), there are no violations of any applicable law, ordinance, rule, regulation or requirement of any
<br /> governmental agency, body or subdivision affecting or relating to the Property, including, without
<br /> limitation,any subdivision,building,use or environmental law,ordinance,rule,requirement or regulation.
<br /> (d) Condemnation. As of the Close of Escrow, to the best of Seller's actual
<br /> knowledge, there are no pending proceedings in eminent domain or otherwise which would affect the
<br /> Property or any other portion thereof and Seller has not received written notice of any threatened
<br /> proceedings in eminent domain or otherwise which would affect the Property or any other portion
<br /> thereof.
<br /> (e) Hazardous Materials. As of the Close of Escrow, to the best of Seller's
<br /> knowledge, except as disclosed by Seller,there is no contamination,hazardous waste, toxic substance or
<br /> petroleum based products in existence on or below the surface of the Property, including, without
<br /> limitation,contamination of the soil, subsoil or ground water,which constitutes a violation of any law,Wile
<br /> or regulation of any governmental entity having jurisdiction thereof (collectively, "Hazardous
<br /> Materials").
<br /> (f) No Prior Transfers. As of the Close of Escrow, Seller has not previously sold,
<br /> transferred or conveyed the Property and Seller has not entered into any executory contracts for the sale
<br /> of the Property(other than this Agreement),nor does there exist any rights of first refusal or options to
<br /> purchase the Property.
<br /> (g) Broker. As of the Close of Escrow, except for the Broker described in Section
<br /> 21, Seller has not engaged or dealt with any broker, finder or similar agent in connection with the
<br /> transaction contemplated by this Agreement.
<br /> (h) Documents and Materials. To the best of Seller's knowledge, Seller has
<br /> delivered to Buyer all documents and materials requested by Buyer including the Documents and
<br /> Materials described in Section 12.
<br /> 14. Buyers Representations and Warranties. In consideration of the Seller entering into this
<br /> Agreement and as an inducement to Seller to sell the Property to Buyer, Buyer makes the following
<br /> representations and warranties, each of which is material and is being relied upon by Seller ((he
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<br /> PSA Stockton-Farmington Sanchez Final 05.30.07
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