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<br />OAK #4843-3885-9090 v10 24 <br />ATTY/AGR/2018.094/STRADA DOCKTOWN DEVELOPMENT AGREEMENT <br />REV: 05-03-18 PR <br />Page 24 of 93 <br />A. City is a municipal corporation, and has all necessary powers under the laws <br />of the State of California to enter into and perform the undertakings and obligations of City under <br />this Agreement. <br />B. The execution and delivery of this Agreement and the performance of the <br />obligations of City hereunder have been duly authorized by all necessary City Council action and <br />all necessary approvals have been obtained. <br />C. This Agreement is a valid obligation of City and is enforceable in <br />accordance with its terms. <br />The foregoing representations and warranties are made as of the Agreement Date. <br />During the Term of this Agreement, City shall, upon learning of any fact or condition which would <br />cause any of the warranties and representations in this Section 4.3 not to be true, immediately give <br />written Notice of such fact or condition to Developer. <br />Section 4.4 Developer Representations and Warranties. Developer represents and <br />warrants to City that: <br />A. Developer is duly organized and validly existing under the laws of the State <br />of Delaware and is authorized to do business in California and has all necessary powers to own <br />property interests and in all other respects enter into and perform the undertakings and obligations <br />of Developer under this Agreement. <br />B. The execution and delivery of this Agreement and the performance of the <br />obligations of Developer hereunder have been duly authorized by all necessary company action <br />and all necessary member approvals have been obtained. <br />C. This Agreement is a valid obligation of Developer and is enforceable in <br />accordance with its terms. <br />D. Developer has not (a) made a general assignment for the benefit of creditors, <br />(b) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by <br />Developer’s creditors, (c) suffered the appointment of a receiver to take possession of all, or <br />substantially all, of Developer’s assets, (d) suffered the attachment or other judicial seizure of all, <br />or substantially all, of Developer’s assets, (e) admitted in writing its inability to pay its debts as <br />they come due, or (f) made an offer of settlement, extension, or composition to its creditors <br />generally. <br />The foregoing representations and warranties are made as of the Agreement Date. <br />During the Term of this Agreement, Developer shall, upon learning of any fact or condition which <br />would cause any of the warranties and representations in this Section 4.4 not to be true, <br />immediately give written Notice of such fact or condition to City. <br />6.4.B. - Page 49