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assessments on their respective property being transferred, payment of <br /> which is required as a result of the Closing of this Agreement and the <br /> recording of the respective Deed. <br /> (viii) All Other Levied Special Assessments. The City and the District shall pay <br /> on the Date of Closing all other special assessments levied on their <br /> respective property being transferred, as of the date of this Agreement <br /> subject to the terms of this Agreement. <br /> (ix) Taxes and Special Assessments in the Years Following Closing. Each <br /> party shall pay real estate taxes payable in the years following Closing and <br /> thereafter and special assessments payable therewith, the payment of <br /> which is not otherwise provided herein. <br /> (e) Attorneys' Fees. Each of the parties will pay its own attorneys' fees. <br /> 11. CONDITION OF PROPERTY AND IMPROVEMENTS. Other than the <br /> warranties and representations made in this Agreement, the properties to be conveyed under this <br /> Agreement are being sold "AS IS" and "WHERE IS" with no express or implied representations <br /> or warranties by either party as to physical conditions, quality of construction, workmanship, or <br /> fitness for any particular purpose. <br /> 12. REPRESENTATIONS AND WARRANTIES. As of the date of this <br /> Agreement, the City and the District represent and warrant respectively as follows: <br /> (a) No Breach. The consummation of the transactions contemplated by this <br /> Agreement will not constitute a default or result in the breach of any term or <br /> provision of any contract or agreement to which the City and the District is a <br /> party so as to adversely affect the consummation of such transactions. <br /> (b) Authority. The execution, delivery and performance of this Agreement by the <br /> City and District been authorized and approved by the City and the District, and <br /> the persons executing this Agreement on behalf of each party have full authority <br /> to bind the respective party to the terms hereof. <br /> (c) No Actions. There is no action, suit, legal proceeding, investigation, <br /> condemnation or other proceeding pending or threatened against the City or the <br /> District which may adversely affect the consummation of the transactions <br /> contemplated by this Agreement or affecting any portion of the party's land to be <br /> conveyed, in any court, before any arbitrator of any kind or before or by an <br /> governmental body. <br /> (d) Title to Land and Improvements. Each party hereunder owns the land to be <br /> conveyed free and clear of all encumbrances, except for Permitted Encumbrances. <br /> 2oi97ovs 7 <br />