AgdaPkt 2020-11-16 Special - Laserfiche WebLink

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5.A. - Page 254 of 302 assign to the City all rights of any of the Guarantor thereunder. In all such cases, whether in administration, bankruptcy, or otherwise, the person or persons authorized to pay such claim shall pay to the City the amount payable on such claim. The Guarantor hereby assign to the City all of the Guarantor's rights to any such payments or distributions to which the Guarantor would otherwise be entitled; provided, however, that the Guarantor's obligations hereunder shall not be satisfied except to the extent that the City receives cash by reason of any such payment or distribution. If the City receives anything hereunder other than cash, the same shall be held as collateral for amounts due under this Guaranty. 16.25. Reinstatement. This Guaranty shall continue to be effective or shall be reinstated and revived, as the case may be, if, for any reason, any payment (or to the extent applicable, any performance) of the Guaranteed Obligations by or on behalf of the Buyer (or receipt of any proceeds of Collateral) shall be rescinded, invalidated, declared to be fraudulent or preferential, set aside, voided or otherwise required to be repaid to the Buyer, its estate, trustee, receiver or any other party (including under the Bankruptcy Code or other state or federal law), or must otherwise be restored by the City, whether as a result of proceedings in bankruptcy or reorganization or otherwise. To the extent any payment (or to the extent applicable, any performance) is so rescinded, set aside, voided or otherwise repaid or restored, the Guaranteed Obligations shall be revived in full force and effect without reduction or discharge for such payment. All losses, damages, costs and expenses that the City may suffer or incur as a result of any voided or otherwise set aside payments (or to the extent applicable, any performance) shall be specifically covered by the indemnity in favor of the City contained in Section 13 hereof. 16.26. Representations and Warranties. 16.26.1. The Guarantor represents and warrants to the City that: a. Due Organization, Authority. The Guarantor is duly organized, validly existing and in good standing under the laws of the State of its organization and is duly qualified to do business, and is in good standing, in the State of California. The Guarantor has been duly authorized by all necessary organizational action and has all requisite power and authority to carry on its business, to execute, deliver, and perform this Guaranty and to consummate the transactions contemplated hereby and thereby. b. Enforceability. This Guaranty has been duly authorized, executed and delivered by it, and this Guaranty, and each term and provision hereof, is the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms. C. Pending Litigation. No actions, suits, or proceedings are pending or, to the Guarantor's knowledge, threatened against or affecting the Guarantor before any governmental authority which could, if adversely decided, result in a material adverse effect with respect to the Guarantor. ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE & SALE AGREEMENT 1306 MAIN ST REV: 11-05-2020 VR 1199\11\2925009.5 J-10 257