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<br /> Upon the expiration or earlier termination of this Agreement, Developer shall,
<br /> upon learning of any fact or condition which would cause any of the warranties and
<br /> ; representations in this Section 8.18.1 not to be true, immediately give written notice of such fact
<br /> or condition to the City.
<br /> 8.18.2 Representations of the Citv. City represents and warrants that:
<br /> (a) The City is a charter city, duly organized, validly existing and in
<br /> good standing under the laws of the State of California, with full power and authority to conduct
<br /> its business as presently conducted and to execute, deliver and perform its obligations under this
<br /> Agreement;
<br /> (b) The City has taken all necessary actions to authorize its execution,
<br /> delivery and, subject to any conditions set forth in this Agreement, performance of the
<br /> Agreement. Upon the Effective Date, this Agreement shall constitute a legal, valid and binding
<br /> obligation of the City, enforceable against the City in accordance with its terms;
<br /> , (c) The execution, delivery and performance of this Agreement by the
<br /> ' City does not and will not conflict with, or constitute a violation or breach of or constitute a
<br /> default under (i) any applicable law, rule or regulation binding upon or applicable to the City; or
<br /> (ii)any material agreements to which the City is a party;
<br /> ' (d) Unless otherwise disclosed in writing to the Developer prior to the
<br /> ' Effective Date, there is no existing or, to the City's actual knowledge, pending or threatened
<br /> litigation, suit, action or proceeding before any court or administrative agency affecting the City
<br /> that would, if adversely determined, materially and adversely affect the City or the City's ability
<br /> to perform its obligations under this Agreement; and
<br /> ' (e) There is no event, act or omission which constitute, or but for the
<br /> ' passage of time or the giving of notice, or both, would constitute a breach, violation or default
<br /> ' under any agreement materially related to the development or operation of the Project, or any
<br /> other partnership agreement,joint venture agreement,or loan agreement.
<br /> (fl No portion of the City Property has ever been owned by the former
<br /> Redevelopment Agency of the City of Redwood City.
<br /> ': Until the expiration or earlier termination of this Agreement, City shall, upon learning of
<br /> any fact or condition which would cause any of the warranties and representations in this Section
<br /> 8.1$.2 not to be true, immediately give written notice of such fact or condition to the Developer.
<br /> 8.19 No Other Representations or Warranties. Except as expressly set forth in this
<br /> Agreement, no Party makes any representation or warranty material to this Agreement to any
<br /> other Party.
<br /> 8.20 Tax Consequences. Developer acknowledges this Agreement and agrees that it
<br /> shall bear any and all responsibility, liability, costs, and expenses connected in any way with any
<br /> tax consequences experienced by the Developer related to this Agreement or the Close of
<br /> Escrow.
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<br /> 2013.118/BLOCK 2 HUNTER STORM
<br /> REV:07-2&13 PT
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