Common use of Representations and Warranties of the District Clause in Contracts

Representations and Warranties of the District. District represents and warrants to City that the following statements are true and correct as of the date hereof and as of the Closing, and covenants to execute and deliver to City upon the Closing (as defined in Section 8 of this Exchange Agreement) a certificate reaffirming the following representations or identifying, to the satisfaction of the City, the nature of any changes therein: 2.1 All the documents executed by District which are to be delivered to City at the Closing (as defined in Section 8 of this Exchange Agreement) shall have been duly authorized, executed, and delivered by District and will be legal, valid, and binding obligations of District enforceable against District in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally), and will not violate any provisions of any agreement to which District is a party or to which it is subject. 2.2 To the knowledge of District and except as disclosed in writing by District to City, District represents and warrants to City that neither the District Property nor District is in violation of any Environmental Laws applicable to the District Property and that the District Property is not subject to any existing, pending or threatened investigation by any federal, state or local governmental authority and is not subject to any remedial obligation or lien under or in connection with any Environmental Law (as defined herein). 2.3 [Delete if District is not acquiring City Property] District acknowledges that (i) prior to the Closing (as defined in Section 8 of this Exchange Agreement), District had the opportunity (without any obligation to do so), to investigate all physical, legal and economic aspects of the City Property and to make all inspections and investigations of the City Property which District deems necessary or desirable to protect its interests in acquiring the City Property, including, without limitation, environmental audits and assessments, toxic reports, surveys, investigation of land use and development rights, development restrictions and conditions that are or may be imposed by governmental agencies, soils and geological reports, engineering and structural tests, insurance contracts, contracts for work in progress, governmental agreements and approvals, architectural plans and site plans, and (ii) except as otherwise expressly set forth in this Exchange Agreement, neither City, nor anyone acting for or on behalf of City, has made any representation, warranty, promise or statement, express or implied, to District, or to anyone acting for or on behalf of District concerning the City Property, the use or development thereof. District further represents and warrants that, in entering into this Exchange Agreement, District has not relied on any representation, warranty, promise or statement, express or implied, of City, or anyone acting for or on behalf of City, other than as expressly set forth in this Exchange Agreement, and that District had the opportunity to verify all matters concerning the City Property prior to the Closing (as defined in Section 8 of this Exchange Agreement), and that District shall acquire the City Property on District’s own prior investigation and examination of the City Property (or District’s election not to do so); AND THAT DISTRICT IS PURCHASING THE CITY PROPERTY IN AN “AS IS” AND “WITH ALL FAULTS” PHYSICAL CONDITION AND IN AN “AS IS” AND “WITH ALL 2.4 Notwithstanding anything to the contrary contained in this Exchange Agreement, District acknowledges that any written disclosures made by City prior to the Closing (as defined in Section 8 of this Exchange Agreement) shall constitute notice to District of the matter disclosed, and City shall have no liability with respect thereto if District thereafter consummates the transaction contemplated hereby. 2.5 No brokerage commission, finder’s fee or other compensation is due or payable by reason of District’s actions with respect to the transaction contemplated hereby. District agrees to indemnify, defend and hold City harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by City by reason of any breach or inaccuracy of the representation and warranty contained in this Section 2.5. 2.6 The documents relating to the Property that have been made available by District for review pursuant to Section 5.4 of the Master Agreement are (a) to the knowledge of District, all the material documents relating to the Property which District has in its possession, and (b) are either original documents or true copies of such documents in District’s possession.

Representations and Warranties of the District. 3.01. The District hereby represents and warrants to City that the following statements are shall be true and correct as of the date hereof hereof: (a) the representations and warranties of the District contained in Article VI of the Agreement and in each of the Related Documents are true and correct on and as of the Closingdate hereof as though made on and as of such date (except to the extent the same expressly relate to an earlier date and except that the representations contained in Section 6.07 of the Agreement shall be deemed to refer to the most recent financial statements of the District delivered to the Bank pursuant to Section 5.05(a) of the Agreement); and (b) no Default or Event of Default has occurred and is continuing or would result from the execution of the Amended and Restated Note or this Amendment. 3.02. In addition to the representations given in Article VI of the Agreement, the District hereby represents and warrants as follows: (a) The execution, delivery and performance by the District of the Amended and Restated Note and this Amendment, and covenants to execute and deliver to City upon the Closing (as defined in Section 8 of this Exchange Agreement) a certificate reaffirming performance by the following representations or identifying, to the satisfaction District of the CityAgreement, the nature of any changes therein: 2.1 All the documents executed by District which as amended hereby, are to be delivered to City at the Closing (as defined in Section 8 of this Exchange Agreement) shall within its powers, have been duly authorizedauthorized by all necessary action and do not contravene any law, executedrule or regulation, any judgment, order or decree or any contractual restriction binding on or affecting the District. (b) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body, other than the Board of Directors of the District, is required for the due execution, delivery and performance by the District of the Amended and Restated Note, this Amendment or the performance by the District of the Agreement, as amended hereby. (c) The Amended and Restated Note and this Amendment have been duly executed and delivered by District and will be the Amended and Restated Note, this Amendment and the Agreement, as amended hereby, constitute legal, valid, valid and binding obligations of the District enforceable against the District in accordance with their respective terms terms, except that (except to i) the extent that such enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, liquidation, moratorium and other principles laws relating to or limiting affecting the right enforcement of contracting parties creditors’ rights and remedies generally), and will not violate any provisions of any agreement to which District is a party or to which it is subject. 2.2 To as the knowledge of District and except as disclosed same may be applied in writing by District to City, District represents and warrants to City that neither the District Property nor District is in violation of any Environmental Laws applicable to the District Property and that the District Property is not subject to any existing, pending or threatened investigation by any federal, state or local governmental authority and is not subject to any remedial obligation or lien under or in connection with any Environmental Law (as defined herein). 2.3 [Delete if District is not acquiring City Property] District acknowledges that (i) prior to the Closing (as defined in Section 8 of this Exchange Agreement), District had the opportunity (without any obligation to do so), to investigate all physical, legal and economic aspects event of the City Property and to make all inspections and investigations bankruptcy, reorganization, insolvency, liquidation or similar situation of the City Property which District deems necessary or desirable to protect its interests in acquiring the City Property, including, without limitation, environmental audits and assessments, toxic reports, surveys, investigation of land use and development rights, development restrictions and conditions that are or may be imposed by governmental agencies, soils and geological reports, engineering and structural tests, insurance contracts, contracts for work in progress, governmental agreements and approvals, architectural plans and site plansDistrict, and (ii) except no representation or warranty is expressed as otherwise expressly set forth in this Exchange Agreement, neither City, nor anyone acting for or on behalf of City, has made any representation, warranty, promise or statement, express or implied, to District, or to anyone acting for or on behalf of District concerning the City Property, the use or development thereof. District further represents and warrants that, in entering into this Exchange Agreement, District has not relied on any representation, warranty, promise or statement, express or implied, of City, or anyone acting for or on behalf of City, other than as expressly set forth in this Exchange Agreement, and that District had the opportunity to verify all matters concerning the City Property prior to the Closing (as defined in Section 8 availability of this Exchange Agreement), and that District shall acquire the City Property on District’s own prior investigation and examination of the City Property (or District’s election not to do so); AND THAT DISTRICT IS PURCHASING THE CITY PROPERTY IN AN “AS IS” AND “WITH ALL FAULTS” PHYSICAL CONDITION AND IN AN “AS IS” AND “WITH ALL 2.4 Notwithstanding anything to the contrary contained in this Exchange Agreement, District acknowledges that any written disclosures made by City prior to the Closing (as defined in Section 8 of this Exchange Agreement) shall constitute notice to District of the matter disclosed, and City shall have no liability with respect thereto if District thereafter consummates the transaction contemplated herebyequitable remedies. 2.5 No brokerage commission, finder’s fee or other compensation is due or payable by reason of District’s actions with respect to the transaction contemplated hereby. District agrees to indemnify, defend and hold City harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by City by reason of any breach or inaccuracy of the representation and warranty contained in this Section 2.5. 2.6 The documents relating to the Property that have been made available by District for review pursuant to Section 5.4 of the Master Agreement are (a) to the knowledge of District, all the material documents relating to the Property which District has in its possession, and (b) are either original documents or true copies of such documents in District’s possession.

Representations and Warranties of the District. The District represents and warrants to City that the following statements are true that: (a) The District is a quasi-municipal corporation and correct as political subdivision of the date hereof State of Colorado created pursuant to the Special District Act, and as is duly organized and validly existing under the laws of the ClosingState of Colorado. (b) The District is not, to its knowledge, in violation of any provisions of its Service Plan or other governing documents, operating agreements, or the laws of the State of Colorado. (c) The District has the power and legal right to enter into this Agreement and have duly authorized the execution, delivery, and covenants to execute and deliver to City upon the Closing (as defined in Section 8 performance of this Exchange Agreement) Agreement by proper action, which Agreement shall be a certificate reaffirming the following representations or identifying, to the satisfaction of the City, the nature of any changes therein: 2.1 All the documents executed by District which are to be delivered to City at the Closing (as defined in Section 8 of this Exchange Agreement) shall have been duly authorized, executed, and delivered by District and will be legal, valid, and binding obligations obligation of District the District, enforceable against the District in accordance with their respective terms (except terms, subject to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting equitable remedies. (d) The consummation of the right of contracting parties generally), and transactions contemplated by this Agreement will not violate any provisions of the Service Plan or any other governing documents of the District or, to its knowledge, constitute a default or result in the breach of any term or provision of any contract or agreement to which the District is a party or to by which it the District is subjectbound. 2.2 (e) To its knowledge, there is no litigation, proceeding, or investigation contesting the knowledge power or authority of District and except as disclosed in writing by District to City, District represents and warrants to City that neither the District Property nor District is in violation of any Environmental Laws applicable to the District Property and that the District Property is not subject to any existing, pending or threatened investigation by any federal, state or local governmental authority and is not subject to any remedial obligation or lien under or in connection with any Environmental Law (as defined herein). 2.3 [Delete if District is not acquiring City Property] District acknowledges that (i) prior to the Closing (as defined in Section 8 of this Exchange Agreement), District had the opportunity (without any obligation to do so), to investigate all physical, legal and economic aspects of the City Property and to make all inspections and investigations of the City Property which District deems necessary or desirable to protect its interests in acquiring the City Property, including, without limitation, environmental audits and assessments, toxic reports, surveys, investigation of land use and development rights, development restrictions and conditions that are or may be imposed by governmental agencies, soils and geological reports, engineering and structural tests, insurance contracts, contracts for work in progress, governmental agreements and approvals, architectural plans and site plans, and (ii) except as otherwise expressly set forth in this Exchange Agreement, neither City, nor anyone acting for or on behalf of City, has made any representation, warranty, promise or statement, express or implied, to District, or to anyone acting for or on behalf of District concerning the City Property, the use or development thereof. District further represents and warrants that, in entering into this Exchange Agreement, District has not relied on any representation, warranty, promise or statement, express or implied, of City, or anyone acting for or on behalf of City, other than as expressly set forth in this Exchange Agreement, and that District had the opportunity to verify all matters concerning the City Property prior to the Closing (as defined in Section 8 of this Exchange Agreement), and that District shall acquire the City Property on District’s own prior investigation and examination of the City Property (or District’s election not to do so); AND THAT DISTRICT IS PURCHASING THE CITY PROPERTY IN AN “AS IS” AND “WITH ALL FAULTS” PHYSICAL CONDITION AND IN AN “AS IS” AND “WITH ALL 2.4 Notwithstanding anything to the contrary contained in this Exchange Agreement, District acknowledges that any written disclosures made by City prior to the Closing (as defined in Section 8 of this Exchange Agreement) shall constitute notice to District of the matter disclosed, and City shall have no liability with respect thereto if District thereafter consummates the transaction contemplated hereby. 2.5 No brokerage commission, finder’s fee or other compensation is due or payable by reason of District’s actions with respect to the transaction contemplated hereby. Project or this Agreement, and the District agrees to indemnify, defend and hold City harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by City by reason is unaware of any breach such litigation, proceeding, or inaccuracy investigation that has been threatened. (f) As of the representation date of issuance of the Bonds, the District will represent and warranty contained in this Section 2.5. 2.6 The documents relating warrant that it has the authorization, authority and power to undertake and carry out all activities associated with the Property that have been made available by District Public Improvements and payment of the same with the proceeds of the Bonds, and the use of the Pledged Revenues for review payment of the Bond Requirements is permissible pursuant to Section 5.4 of state and federal law and regulations promulgated thereunder, including, but not limited to, the Master Agreement are (a) to Urban Renewal Law, the knowledge of District, all the material documents relating to the Property which Special District has in its possessionAct, and (b) are either original documents or true copies the Internal Revenue Code of such documents in District’s possession1986, as amended and as applicable.

Representations and Warranties of the District. District represents and warrants to City that the following statements are true and correct as of the date hereof and as of the Closing, and covenants to execute and deliver to City upon the Closing (as defined in Section 8 of this Exchange Agreement) a certificate reaffirming the following representations or identifying, to the satisfaction of the City, the nature of any changes therein: 2.1 All the documents executed by District which are to be delivered to City at the Closing (as defined in Section 8 of this Exchange Agreement) shall have been duly authorized, executed, and delivered by District and will be legal, validva lid , and binding obligations of District enforceable against District a nd b ind ing o b lig a tio ns o f D istrict e nfo rce a b le a g a inst D istrict in accordance with a ccord a nce w ith their respective terms resp ective term s (except excep t to the extent that tha t such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting lim iting the right of contracting parties generally), and will not violate any provisions of any agreement to which District is a party or to which it is subject. 2.2 To the knowledge of District and except as disclosed in writing by District to City, District represents and warrants to City that neither the District Property nor District is in violation of any Environmental Laws applicable to the District Property and that the District Property is not subject to any existing, pending or threatened investigation by any federal, state or local governmental authority and is not subject to any remedial rem edial obligation or lien under or in connection with any Environmental Law (as defined herein). 2.3 [Delete [ D e le te if District D is not acquiring City Propertytric t is n o t a c q u irin g C ity P ro p e rty ] District acknowledges D is tric t acknow ledges that (i) prior to the Closing (as defined in Section 8 of this Exchange Agreement), District had the opportunity (without any obligation to do so), to investigate all physical, legal and economic aspects of the City Property and to make all inspections and investigations of the City Property which District deems deem s necessary or desirable to protect its interests in acquiring the City Property, including, without limitation, environmental audits and assessments, toxic reports, surveys, investigation of land use and development developm ent rights, development developm ent restrictions and conditions that are or may m ay be imposed im posed by governmental agencies, soils and geological reports, engineering and structural tests, insurance contracts, contracts for work w ork in progress, governmental governm ental agreements and approvals, architectural plans and site plans, and (ii) except as otherwise expressly set forth in this Exchange Agreement, neither City, nor anyone acting for or on behalf of City, has made any representation, warranty, promise or statement, express or implied, to District, or to anyone acting for or on behalf of District concerning the City Property, the use or development thereof. District further represents and warrants that, in entering into this Exchange Agreement, District has not relied on any representation, warranty, promise or statement, express or implied, of City, or anyone acting for or on behalf of City, other than as expressly set forth in this Exchange Agreement, and that District had the opportunity to verify all matters concerning the City Property prior to the Closing (as defined in Section 8 of this Exchange Agreement), and that District shall acquire the City Property C ity P roperty on DistrictD istrict’s own ow n prior investigation and examination of the City Property (or District’s election not to do so); AND THAT DISTRICT IS PURCHASING THE CITY PROPERTY IN AN “AS IS” AND “WITH ALL FAULTS” PHYSICAL CONDITION AND IN AN “AS IS” AND “WITH ALLAND 2.4 Notwithstanding anything N o tw ithsta nd ing a nything to the contrary contained c o ntra ry c o nta ine d in this Exchange Agreement, District acknowledges that any written disclosures made by City prior to the Closing (as defined in Section 8 of this Exchange Agreement) shall constitute notice to District of the matter disclosed, and City shall have no liability with respect thereto if District thereafter consummates the transaction contemplated hereby. 2.5 No brokerage commission, finder’s fee or other compensation is due or payable by reason of District’s actions with respect to the transaction contemplated contem plated hereby. District agrees to indemnifyindem nify, defend and hold City harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by City by reason of any breach or inaccuracy of the representation and warranty contained in this Section 2.5. 2.6 The documents relating to the Property that have been made available by District for review pursuant to Section 5.4 of the Master Agreement are (a) to the knowledge of District, all the material documents relating to the Property which District P roperty w hich D istrict has in its possession, and (b) are either original documents or true copies of such documents in District’s possession.

Representations and Warranties of the District. As an inducement to the Bank to execute this Agreement and to issue the Letter of Credit, the District hereby represents and warrants to City the Bank that: (a) The District is a governmental authority created by Article IX, Section 4 of the Florida Constitution and has the legal power and authority to enter into and perform this Agreement and each of the Related Documents to which it is a party to fulfill its obligations set forth herein and in each of the Related Documents to which it is a party and to carry out the transactions contemplated hereby and thereby. The District has all requisite legal power to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted and is duly qualified to do business and in good standing in each jurisdiction where it owns, leases or operates any real or personal property or is otherwise required to qualify in order to carry out its business as now conducted and as proposed to be conducted. At the date of this Agreement, the District does not have any subsidiaries. (b) The execution, delivery and performance of this Agreement, the Related Documents and the other documents required to be executed by the District pursuant hereto (i) have been duly authorized by all necessary corporate and other action, (ii) will not require any consent of any third party not obtained prior to the date hereof, and (iii) will not conflict with, violate the provisions of, or cause a default or constitute an event which, with the passage of time or giving of notice or both, could constitute a default on the part of the District under any contract, agreement, and, to the best of the District’s knowledge, any law, rule, order, ordinance, franchise, instrument or other document, or result in the imposition of any lien or encumbrance on any property or assets of the District. This Agreement, the Related Documents and the other documents delivered to the Bank by the District pursuant hereto have been duly executed and delivered by the District and are the legal, valid and binding obligations of the District, enforceable in accordance with their respective terms; subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditor’s rights heretofore or hereafter enacted. (c) There are no actions, suits, proceedings or investigations pending or, to the knowledge of the District threatened, anticipated or contemplated (nor, to the knowledge of the District is there any basis therefor), against or affecting the District before any court or governmental department, commission, board, bureau, agency or instrumentality which could prevent or hinder the consummation of the transactions contemplated hereby or call into question the validity of this Agreement, any of the Related Documents or any other instrument provided for or contemplated by this Agreement or any action taken or to be taken in connection with the transactions contemplated hereby or thereby, or which, in any single case or in the aggregate, might result in any material adverse change in the business, prospects, condition, affairs or operations of the District or any material impairment of the right or ability of the District to carry on its operations as now conducted and as proposed to be conducted. (d) The District is not in violation of any term of any indenture or judgment, decree or order, or any other material instrument, contract or agreement applicable to it. (e) To the best of the District’s knowledge, the District is in compliance with all requirements of law, federal, state and local, and all requirements of governmental bodies or agencies having or claiming jurisdiction over it, the conduct of its business, the use of its properties and assets, and all Premises occupied by it, failure to comply with any of which could (singly or in the aggregate with all other such failures) have a material adverse effect on the business, prospects or financial condition of the District. Without limiting the foregoing, the District has all Permits needed for the conduct of its business and the use of its properties and all Premises occupied by it, as now conducted, owned and used or as proposed to be conducted, owned and used. No authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary to the valid execution or delivery of, or for the performance by the District of its obligations under, this Agreement, any of the Related Documents or any other instrument provided for or contemplated by this Agreement. (f) The District hereby represents that it is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and that no portion of the proceeds of any Bonds or any Drawing will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock. (g) The District has good and clear, record and marketable title to its real estate and good and merchantable title to its other assets now carried on its books, free of any mortgages, pledges, charges, liens, security interests or other encumbrances; provided however, it is understood that the District has entered into certain leasing arrangements with the St. Lucie School Board Leasing Corporation relative to the lease purchase of certain educational facilities. The District enjoys peaceful and undisturbed possession under all leases under which it is operating, and all said leases are valid and subsisting and in full force and effect. (h) The audited financial statements of the District for the fiscal year ended June 30, 2010, heretofore delivered to the Bank, fairly present the financial condition of the District as at the date thereof and for the period covered thereby, and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the relevant periods. The District has no liability, contingent or otherwise, not disclosed in the aforesaid financial statements or in any notes thereto that could materially adversely affect the financial condition of the District. The following representations are true on the Date of Issuance: since June 30, 2010, (A) there has been no material adverse change in the business, assets or condition, financial or otherwise, of the District; (B) neither the business, condition or operations of the District nor any of its properties or assets has been materially adversely affected as the result of any legislative or regulatory change, any revocation or change in any franchise, license or right to do business, or any other event or occurrence, whether or not insured against; (C) except as heretofore disclosed in writing to the Bank, the District has not experienced any material controversy or problem with its employees or with any labor organization; and (D) except as heretofore disclosed in writing to the Bank, the District has not entered into any material transaction other than in the ordinary course of its business. (i) The District is not a party to any contract or agreement, the terms of which now have or, as far as can be reasonably foreseen, may have a material adverse effect on the financial condition, business or properties of the District or its ability to carry out its agreements under this Agreement. (j) The District and the Premises are in compliance in all material respects with all Environmental Laws and no Environmental Event has occurred. (k) As of the date hereof, no part of the Premises is currently damaged by fire or other casualty. (l) There is no condemnation or similar proceeding pending with respect to or affecting any of the Premises, and the District is not aware that any such proceeding is contemplated. (m) Neither this Agreement, nor the financial statements referred to herein, nor any other agreement, document, certificate or written statement furnished to the Bank or to the Bank’s counsel by or on behalf of the District in connection with the transactions contemplated by this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. There is no fact within the special knowledge of any of the officers of the District which has not been disclosed herein or in writing by them to the Bank and which materially adversely affects, or in the future in their opinion may, insofar as they can now reasonably foresee, materially adversely affect the business, properties, assets or condition, financial or other, of the District or its ability to carry out its agreements under this Agreement. (n) The District does not enjoy any defense on the grounds of sovereign immunity with respect to the enforcement of its obligations under this Agreement or any other Related Document. (o) The District is a governmental authority created by Article IX, Section 4 of the Florida Constitution, and, as such, there is no person who owns a controlling interest in or otherwise controls the District. (p) The representations and warranties of the District contained in the Related Documents are hereby incorporated herein by reference; such representations and warranties are true and correct as of the date hereof and as of the Closing, and covenants to execute and deliver to City upon the Closing (as defined in Section 8 of this Exchange Agreement) a certificate reaffirming the following representations or identifying, to the satisfaction of the City, the nature of any changes therein: 2.1 All the documents executed by District which are to be delivered to City at the Closing (as defined in Section 8 of this Exchange Agreement) shall have been duly authorized, executed, and delivered by District and will be legal, valid, and binding obligations of District enforceable against District in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally), and will not violate any provisions of any agreement to which District is a party or to which it is subjecthereof. 2.2 To the knowledge of District and except as disclosed in writing by District to City, District represents and warrants to City that neither the District Property nor District is in violation of any Environmental Laws applicable to the District Property and that the District Property is not subject to any existing, pending or threatened investigation by any federal, state or local governmental authority and is not subject to any remedial obligation or lien under or in connection with any Environmental Law (as defined herein). 2.3 [Delete if District is not acquiring City Property] District acknowledges that (i) prior to the Closing (as defined in Section 8 of this Exchange Agreement), District had the opportunity (without any obligation to do so), to investigate all physical, legal and economic aspects of the City Property and to make all inspections and investigations of the City Property which District deems necessary or desirable to protect its interests in acquiring the City Property, including, without limitation, environmental audits and assessments, toxic reports, surveys, investigation of land use and development rights, development restrictions and conditions that are or may be imposed by governmental agencies, soils and geological reports, engineering and structural tests, insurance contracts, contracts for work in progress, governmental agreements and approvals, architectural plans and site plans, and (ii) except as otherwise expressly set forth in this Exchange Agreement, neither City, nor anyone acting for or on behalf of City, has made any representation, warranty, promise or statement, express or implied, to District, or to anyone acting for or on behalf of District concerning the City Property, the use or development thereof. District further represents and warrants that, in entering into this Exchange Agreement, District has not relied on any representation, warranty, promise or statement, express or implied, of City, or anyone acting for or on behalf of City, other than as expressly set forth in this Exchange Agreement, and that District had the opportunity to verify all matters concerning the City Property prior to the Closing (as defined in Section 8 of this Exchange Agreement), and that District shall acquire the City Property on District’s own prior investigation and examination of the City Property (or District’s election not to do so); AND THAT DISTRICT IS PURCHASING THE CITY PROPERTY IN AN “AS IS” AND “WITH ALL FAULTS” PHYSICAL CONDITION AND IN AN “AS IS” AND “WITH ALL 2.4 Notwithstanding anything to the contrary contained in this Exchange Agreement, District acknowledges that any written disclosures made by City prior to the Closing (as defined in Section 8 of this Exchange Agreement) shall constitute notice to District of the matter disclosed, and City shall have no liability with respect thereto if District thereafter consummates the transaction contemplated hereby. 2.5 No brokerage commission, finder’s fee or other compensation is due or payable by reason of District’s actions with respect to the transaction contemplated hereby. District agrees to indemnify, defend and hold City harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by City by reason of any breach or inaccuracy of the representation and warranty contained in this Section 2.5. 2.6 The documents relating to the Property that have been made available by District for review pursuant to Section 5.4 of the Master Agreement are (a) to the knowledge of District, all the material documents relating to the Property which District has in its possession, and (b) are either original documents or true copies of such documents in District’s possession.