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<br />ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE AND SALE AGREEMENT 1306 MAIN STREET
<br />REV: 12-14-2020 VR
<br />Page 60 of 82
<br />Section 7. Reinstatement. This Guaranty shall continue to be effective or shall be
<br />reinstated and revived, as the case may be, if, for any reason, any payment (or to the extent
<br />applicable, any performance) of the Guaranteed Obligations by or on behalf of the Buyer (or
<br />receipt of any proceeds of Collateral) shall be rescinded, invalidated, declared to be fraudulent or
<br />preferential, set aside, voided or otherwise required to be repaid to the Buyer, its estate, trustee,
<br />receiver or any other party (including under the Bankruptcy Code or other state or federal law), or
<br />must otherwise be restored by the City, whether as a result of proceedings in bankruptcy or
<br />reorganization or otherwise. To the extent any payment (or to the extent applicable, any
<br />performance) is so rescinded, set aside, voided or otherwise repaid or restored, the Guaranteed
<br />Obligations shall be revived in full force and effect without reduction or discharge for such
<br />payment. All losses, damages, costs and expenses that the City may suffer or incur as a result of
<br />any voided or otherwise set aside payments (or to the extent applicable, any performance) shall be
<br />specifically covered by the indemnity in favor of the City contained in Section 13 hereof.
<br />Section 8. Representations and Warranties.
<br />(a) The Guarantor represents and warrants to the City that:
<br />(1) Due Organization; Authority. The Guarantor is duly organized,
<br />validly existing and in good standing under the laws of the State of its organization and is duly
<br />qualified to do business, and is in good standing, in the State of California. The Guarantor has
<br />been duly authorized by all necessary organizational action and has all requisite power and
<br />authority to carry on its business, to execute, deliver, and perform this Guaranty and to
<br />consummate the transactions contemplated hereby and thereby.
<br />(2) Enforceability. This Guaranty has been duly authorized, executed
<br />and delivered by it, and this Guaranty, and each term and provision hereof, is the legal, valid and
<br />binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms.
<br />(3) Pending Litigation. No actions, suits, or proceedings are pending
<br />or, to the Guarantor's knowledge, threatened against or affecting the Guarantor before any
<br />governmental authority which could, if adversely decided, result in a material adverse effect with
<br />respect to the Guarantor.
<br />(4) No Violation. The execution, delivery and performance of this
<br />Guaranty do not conflict with or result in any breach or violation of, or default under, (i) the
<br />organizational documents of the Guarantor or (ii) any law applicable to such Guarantor or (iii) any
<br />mortgage, deed of trust, indenture, security agreement or other contract, agreement or instrument
<br />applicable to such Guarantor.
<br />(5) No Consent. The Guarantor has obtained all consents, approvals,
<br />and authorizations required to be obtained by the Guarantor, in connection with the execution,
<br />delivery, and performance by such Guarantor.
<br />(6) Solvency. Immediately prior to, and after, and giving effect to the
<br />incurrence of such Guarantor's obligations under this Guaranty, the Guarantor will not be
<br />insolvent.
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