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(a) All representations and warranties of each Party set forth in this Agreement shall be true and correct as of the date of the Close of Escrow; (b) Each Party shall timely perform all obligations required by the terms of this Agreement to be performed by it; (c) The irrevocable and unconditional written agreement of Title Company to record the grant deeds at the Close of Escrow and to issue the Title Policy to the receiving Party, effective as of the date and time the deed is recorded; and, (d) No material adverse physical change to either Property, including those caused by condemnation and/or casualty, shall have occurred subsequent to the Effective Date and on or prior to the Close of Escrow. 3.9 Close of Escrow. The Escrow Agent is hereby authorized to close escrow upon and after ("Close of Escrow"): (a) Conveyance of the City Property by the City and the JPacific Property by JPacific as hereinabove provided; (b) Acceptance by JPacific of a Grant Deed conveying the City Property, and acceptance by the City of a Grant Deed conveying the JPacific Property; (c) Delivery to each Party of the policies of title insurance as hereinabove provided; (d) Recordation of the Grant Deed conveying the City Property and the Grant Deed conveying the JPacific Property. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in either Property that cannot be resolved in Escrow, then either Party may, at its option, request cancellation of Escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. 4. Representations and Warranties 4.1 Representations and Warranties of City. City makes the following representations and warranties with respect to the City Property, each of which shall survive Close of Escrow: (a) The execution and delivery of this Agreement, performance hereunder, and the consummation of the transaction contemplated hereby will not constitute a violation of any order or decree or result in the breach of any contract or agreement to which the City is at present a party or by which the City is bound. (b) To City's actual knowledge, no litigation and no governmental, administrative or regulatory act or proceeding regarding the environmental, health and safety aspects of the City Property is pending, proposed or threatened. Page 4 of 13