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5.7 Governmental Orders; Compliance With Laws and Agreements <br /> The City shall not violate any lawful order or directive of a governmental agency with <br /> respect to the City Property where the violation might have a material adverse impact on the <br /> Development or impose an obligation on OM after Closing and thereafter fail to cure any such <br /> violation within a reasonable time and shall comply in all material respects with all laws and <br /> agreements applicable to the City Property, including but not limited to the Consent Decree, the <br /> Restrictive Covenant and CAP. <br /> 6. CONDITIONS TO CLOSING <br /> 6.1 Conditions to OM's Obligation <br /> The obligation of OM to close on the purchase of the City Property is subject to the <br /> fulfillment of the following conditions on or prior to the Closing Date, each of which shall <br /> continue as a condition until Closing unless waived by OM. <br /> 6.1.1 Representations and Warranties <br /> The representations and warranties of the City contained in this Agreement shall be true <br /> and correct in all material respects as of Closing. <br /> 6.1.2 Title Policy <br /> Title Company is committed to issuing the Title Policy to OM at Closing, subject only to <br /> the Permitted Exceptions, and OM shall be satisfied that there are no third parties in possession <br /> of the City Property other than as allowed by a Permitted Exception. <br /> 6.1.3 Floodplain/Floodway <br /> Those portions of the City Property described in the City's request to FEMA dated <br /> November 6, 2006 as supplemented (Case No 07-10-0093A) and Exhibit B-2 attached hereto <br /> shall be designated by FEMA on the Rate Map as Zone X (the"Floodplain Contingency"). <br /> 6.1.4 Environmental Indemnification and Landfill Agreement and <br /> Consent Decree Assurance <br /> OM and the City shall have entered into a final written Environmental Indemnification <br /> and Landfill Agreement as contemplated by Section 16.8 below and Ecology shall have provided <br /> a Consent Decree Assurance as described in Section 5.5 above consistent with the final written <br /> Environmental Indemnification and Landfill Agreement (the "Environmental Agreement and <br /> Consent Decree Assurance Contingency"). <br /> 6.1.5 Performance by City <br /> The City shall not be in breach of any provision of this Agreement or the Access <br /> Agreement to be performed and/or complied with by City as of the Closing Date. <br /> -13- <br /> 06107-0063 LEGAL I3023969.1 <br />