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ARTICLE II <br />REPRESENTATIONS; EFFECTIVE DATE; PROJECT SCOPE; FINANCING PLAN <br />2.1 Developer's Representations. Developer covenants that until the expiration or <br />earlier termination of this Agreement, upon learning of any fact or condition which would cause <br />any of the warranties and representations in this Section 2.1 to be untrue, Developer shall <br />immediately give written notice of such fact or condition to City. Developer acknowledges that <br />City shall rely upon Developer's representations made herein notwithstanding any investigation <br />made by or on behalf of City. Developer hereby represents, warrants, and covenants that the <br />following are true and correct as of the Effective Date, and shall be true and correct as of the <br />Closing Date: <br />(a) Organization. Developer is a limited partnership, duly organized and in <br />good standing under the laws of the State of California. Developer's general partner is MP <br />Bradford Senior Housing, LLC, a California limited liability company, duly organized and in good <br />standing under the laws of the State of California and whose manager is Mid -Peninsula Half Moon <br />Bay, Inc., a nonprofit public benefit corporation duly organized and in good standing under the <br />laws of the State of California and tax-exempt under Section 501(c) (3) of the Internal Revenue <br />Code of 1986, as amended. <br />(b) Authority of Developer. Developer has full power and authority to execute <br />and deliver this Agreement and all other documents or instruments executed and delivered by <br />Developer, or to be executed and delivered by Developer, pursuant to or in connection with this <br />Agreement, and to perform and observe the terms and provisions of all of the foregoing. <br />(c) Authority of Persons Executing Documents. This Agreement and all other <br />documents or instruments executed and delivered by Developer, or to be executed and delivered by <br />Developer, pursuant to or in connection with to this Agreement, have been executed and delivered, <br />or will be executed and delivered, by persons who are duly authorized to execute and deliver the <br />same for and on behalf of Developer, and all actions required under Developer's organizational <br />documents and applicable governing law for the authorization, execution, delivery and <br />performance of this Agreement and all other documents or instruments executed and delivered by <br />Developer, or to be executed and delivered by Developer, pursuant to or in connection with this <br />Agreement, have been duly taken or will have been duly taken (to the extent such actions are <br />required) as of the date of execution and delivery of such documents. <br />(d) Valid and Binding A rg eements,. This Agreement and all other documents or <br />instruments which have been executed and delivered by Developer or will be executed and <br />delivered by Developer pursuant to or in connection with this Agreement constitute or, if not yet <br />executed or delivered, will when so executed and delivered, constitute, legal, valid and binding <br />obligations of Developer, enforceable in accordance with their respective terms, subject to laws <br />affecting creditors' rights and principles of equity. <br />(e) No Breach of Law or Agreement. Neither the execution nor delivery of this <br />Agreement or any other documents or instruments executed and delivered by Developer, or to be <br />executed or delivered by Developer, pursuant to or in connection with this Agreement, nor the <br />performance of any provision, condition, covenant or other term hereof or thereof, will conflict <br />AlY/AGR/2D17.218/RWC — BRADFORD — DDA <br />REV: 09-18-17 VR <br />Page 6 of 94 <br />