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City Draft <br /> 6128/13 <br /> 8.18.2 Re resentations of the Ci . Ci.ty represents and warrants that: <br /> (a) The City is a charter city, duly arganized, validly existing and in <br /> good standing under the laws of the State of Califarnia, with full power and authority to conduct <br /> its business as presantly conducted and to execute, deliver and perfarm its obtigations under this <br /> Agreement; <br /> (b) The City has taken all necessary acnons to authorize its exacution, <br /> delivery and, subject to any conditions set forth in this Agreement, perfarmance of the <br /> Agreement. Upon the Effective Date, this Agreement shal� constitute a legal, valid and binding <br /> obligation of the City, enforceab�e 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 ar 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 rnaterial agreements to which the City is a party; <br /> (d) Unless otherwise disclosed in writing to the Developer prior to the <br /> Effecti�ve 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 adrz�inistrative agency affecting the City <br /> that wouid, if advetsely determined, �naterially and adversely affect the City or the City's ability <br /> to perform its obiigatians under this Agr�eFnent; and <br /> (e) There is no event, act or omission which constitute, or but for the <br /> passage of t�nne or the giving of notice, or both, wouZd 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 agree�ent. <br /> {�} No portion of the City Property has ever been owned by the fornaex <br /> Redevelopznent 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 wou.ld 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 Ot�er 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 aIl responsibility, liability, costs, and expenses connected in any way with any <br /> tax cansequences experienced by the Developer related to this Agreement or the Close of <br /> Escrow. <br /> 8.21 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is <br /> intended to confer any rights or rernedies under or by reason of this Agreement on any Person <br /> other than the Pa,rties and their respective pernutted successors and assigns, nor is anything in <br /> $2483.00D0917571312.10 63 <br />