AgdaPkt 2013-07-22 - Laserfiche WebLink

Browse Search

7.A. - Page 190 8.17 Binding on Successors and Assigns. Subject to Section 8.2.1, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and assigns. 8.18 Representations of the Parties. 8.18.1 Representations of the Developer. Developer represents and warrants: (a) that as of the Effective Date, Developer is (i) duly organized and validly existing under the laws of the State of California; (ii) qualified and authorized to do business in the State of California and has duly complied with all requirements pertaining thereto; and (iii) in good standing and has all necessary powers under the laws of the State of California to own property and in all other respects enter into and perform the undertakings and obligations of this Agreement; (b) that no approvals or consents of any persons are necessary for the execution, delivery or performance of this Agreement by Developer, except as have been obtained; (c) that the execution and delivery of this Agreement and the performance of the obligations of Developer hereunder have been duly authorized by all necessary actions and approvals required under any management and operating agreement for the constituting Developer hereunder; (d) that this Agreement is a valid obligation of Developer enforceable in accordance with its terms; (e) Unless otherwise disclosed in writing to the City prior to the Effective Date, there is no existing or, to the Developer's actual knowledge, pending or threatened litigation, suit, action or proceeding before any court or administrative agency affecting the Developer that would, if adversely determined, materially and adversely affect the Developer or the Developer's ability to perform its obligations under this Agreement or to develop and operate the Proj ect; and (f) There is no event, act or omission which constitute, or but for the passage of time or the giving of notice, or both, would constitute a breach, violation or default under any agreement materially related to the development or operation of the Proj ect, or any other partnership agreement, j oint venture agreement, or loan agreement. Upon the expiration or earlier termination of this Agreement, Developer shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 8.18.1 not to be true, immediately give written notice of such fact or condition to the City. 8.18.2 Representations of the CitX. City represents and warrants that: (a) The City is a charter city, duly organized, validly existing and in good standing under the laws of the State of California, with full power and authority to conduct 82483.00009\7571312.11 62 ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM REV: 07-19-13 PT