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City Draft <br /> 6/28/13 <br /> Project or this Agreement. Further, the Developer shall Indemnify the City from any such ctaims <br /> for real estate brokerage or sales commissions, finder fees or similar charges, in accordance with <br /> S ection 7.8. <br /> 8.17 Binding on Successors and Assi�s. Subject to Section 8.2.1, this Agreement <br /> sha11 be binding upon and inure to the benefit of tha Parties anc� their respective 1ega1 <br /> representatives, successors and assigns. <br /> 8.Z8 Representations of the Parties. <br /> 8.18.1 Revresent__ations of the Develo�ner. Developer represents and waxra�nts: <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 a11 requirements pertaining <br /> thereto; and (iii) in good standing and has a11 necessary powers under the laws of the State of <br /> California�o own property and in all other respects enter into and pez�orm 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 /> necessary actions and approvats required under any management and operating agreernent for the <br /> constituting Developer hereunder; <br /> (d) that this Agreement is a valid obligation of Deve�oper enforceable <br /> in accordance with its terms; <br /> (e) Unless otherwise disclased 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, actian 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 tkiis Agreernent or to <br /> develop and operate the Project; and <br /> (fl There is no event, act or omission which constitute, oz�but far the <br /> passage of time or the giving of no�ice, or both, would conshtute a breach, violation or default <br /> under any agreement rnaterially related to the development or operation o�the Project, or any <br /> other partnership agreement,joint venture agreement, or loan agreement. <br /> Upon the expiration or earlier termination of this Agreement, Developer sha11, <br /> upon leazx�ing 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 /> ar condition to the City. <br /> $24$3.000 0917 5 7 1 3 1 2.10 b2 <br />