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' Upon the expiration or earlier termination of this Agreement, Developer shall, <br /> upon learning of any fact or condition which would cause any of the warranties and <br /> representations in this Section 8.18.1 not to be true, immediately give written notice of such fact <br /> , or condition to the City. <br /> 8.18.2 Representations of the City. City represents and warrants that: <br /> (a) The City is a charter city, duly organized, validly existing and in <br /> good standing under the laws of the State of California, with full power and authority to conduct <br /> its business as presently conducted and to execute, deliver and perform its obligations under this <br /> Agreement; <br /> (b) The City has taken all necessary actions to authorize its execution, <br /> delivery and, subject to any conditions set forth in this Agreement, performance of the <br /> Agreement. Upon the Effective Date, this Agreement shall constitute a legal, valid and binding <br /> obligation of the City, enforceable against the City in accordance with its terms; <br /> (c) The execution, delivery and performance of this Agreement by the <br /> City does not and will not conflict with, or constitute a violation or breach of or constitute a <br /> default under (i) any applicable law, rule or regulation binding upon or applicable to the City; or <br /> (ii)any material agreements to which the City is a party; <br /> ' (d) Unless otherwise disclosed in writing to the Developer prior to the <br /> ' Effective Date, there is no existing or, to the City's actual knowledge, pending or threatened <br /> . litigation, suit, action or proceeding before any court or administrative agency affecting the City <br /> ' that would, if adversely determined, materially and adversely affect the City or the City's ability <br /> to perform its obligations under this Agreement; and <br /> . (e) 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 partnership agreement,joint venture agreement, or loan agreement. <br /> (fl No portion of the City Property has ever been owned by the former <br /> Redevelopment Agency of the City of Redwood City. <br /> Until the expiration or earlier termination of this Agreement, City shall, upon learning of <br /> any fact or condition which would cause any of the warranties and representations in this Section <br /> 8.18.2 not to be true, immediately give written notice of such fact or condition to the Developer. <br /> 8.19 No Other Representations or Warranties. Except as expressly set forth in this <br /> Agreement, no Party makes any representation or warranty material to this Agreement to any <br /> other Party. <br /> 8.20 Tax Consequences. Developer acknowledges this Agreement and agrees that it <br /> shall bear any and all responsibility, liability, costs, and expenses connected in any way with any <br /> tax consequences experienced by the Developer related to this Agreement or the Close of <br /> Escrow. <br /> 63 <br /> 2013.118/BLOCK 2 HUNTER STORM <br /> REV:07-26-13 PT <br />