AgdaPkt 2013-07-22 - Laserfiche WebLink

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7.A. - Page 191 its business as presently conducted and to execute, deliver and perform its obligations under this Agreement; (b) The City has taken all necessary actions to authorize its execution, delivery and, subject to any conditions set forth in this Agreement, performance of the Agreement. Upon the Effective Date, this Agreement shall constitute a legal, valid and binding obligation of the City, enforceable against the City in accordance with its terms; (c) The execution, delivery and performance of this Agreement by the City does not and will not conflict with, or constitute a violation or breach of or constitute a default under (i) any applicable law, rule or regulation binding upon or applicable to the City; or (ii) any material agreements to which the City is a party; (d) Unless otherwise disclosed in writing to the Developer prior to the Effective Date, there is no existing or, to the City's actual knowledge, pending or threatened litigation, suit, action or proceeding before any court or administrative agency affecting the City that would, if adversely determined, materially and adversely affect the City or the City's ability to perform its obligations under this Agreement; and (e) 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. (f) No portion of the City Property has ever been owned by the former Redevelopment Agency of the City of Redwood City. Until the expiration or earlier termination of this Agreement, City shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 8.18.2 not to be true, immediately give written notice of such fact or condition to the Developer. 8.19 No Other Representations or Warranties. Except as expressly set forth in this Agreement, no Party makes any representation or warranty material to this Agreement to any other Party. 8.20 Tax Consequences. Developer acknowledges this Agreement and agrees that it shall bear any and all responsibility, liability, costs, and expenses connected in any way with any tax consequences experienced by the Developer related to this Agreement or the Close of Escrow. 8.21 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any Person other than the Parties and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any third-Person to any Party or give any third-Person any right of subrogation or action over or against any Party. 82483.00009\7571312.11 63 ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM REV: 07-19-13 PT