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' 8.16 Real Estate Commissions. The City shall not be responsible for any real estate <br /> brokerage or sales commissions, �nder fees or similar charges that may arise from or be related <br /> to this Agreement. The Developer shall be solely responsible for any real estate brokerage or <br /> sales commissions, �nder fees or similar charges that may arise from or be related to this <br /> Agreement that are claimed by any Person engaged by the Developer relating to the Site, the <br /> Project or this Agreement. Further,the Developer shall Indemnify the City from any such claims <br /> for real estate brokerage or sales commissions,finder fees or similar charges, in accordance with <br /> Section 7.8. <br /> 8.17 Binding on Successors and Assigns. Subject to Section 8.2.1, this Agreement <br /> shall be binding upon and inure to the benefit of the Parties and their respective legal <br /> representatives, successors and assigns. <br /> 8.18 Representations of the Parties. <br /> 8.18.1 Representations of the Developer. Developer represents and warrants: <br /> (a) that as of the Effective Date, Developer is (i) duly organized and <br /> validly existing under the laws of the State of California; (ii) qualified and authorized to do <br /> business in the State of California and has duly complied with all requirements pertaining <br /> ' thereto; and (iii) in good standing and has all necessazy powers under the laws of the State of <br /> California to own property and in all other respects enter into and perform the undertakings and <br /> obligations of this Agreement; <br /> (b) that no approvals or consents of any persons are necessary for the <br /> ' execution, delivery or performance of this Agreement by Developer, except as have been <br /> obtained; <br /> ' (c) that the execution and delivery of this Agreement and the <br /> performance of the obligations of Developer hereunder have been duly authorized by all <br /> necessazy actions and approvals required under any management and operating agreement for the <br /> constituting Developer hereunder; <br /> (d) that this Agreement is a valid obligation of Developer enforceable <br /> in accordance with its terms; <br /> (e) Unless otherwise disclosed in writing to the City prior to the <br /> Effective Date, there is no existing or, to the Developer's actual knowledge, pending or <br /> threatened litigation, suit, action or proceeding before any court or administrative agency <br /> affecting the Developer that would, if adversely determined, materially and adversely affect the <br /> Developer or the Developer's ability to perform its obligations under this Agreement or to <br /> develop and operate the Project; and <br /> (fl 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 parmership agreement,joint venture agreement,or loan agreement. <br /> 62 <br /> 2013.118/BLOCK 2 HUNTER STORM <br /> REV:07-26-13 PT <br />