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"Property" is defined in Recital A. <br />"Purchase Price" is defined in Section 3.2. <br />"Regulatory Agreement" is defined in Section 6.5. <br />"Successor Agency" means the Successor Agency to the Redevelopment Agency <br />of the City of San Leandro and is the City of San Leandro acting solely in such capacity pursuant <br />to AB 26 and Resolution 2012-001 adopted by the City Council on January 9, 2012. <br />"Title Company" is defined in Section 3.1. <br />"Title Due Diligence Period" is defined in Section 3.2. <br />"Title Report" is defined in Section 3.1. <br />"Transfer" is defined in Section 7.2 <br />ARTICLE II <br />REPRESENTATIONS; EFFECTIVE DATE <br />2.1 Developer's Representations. Developer represents and warrants to City as <br />follows, and Developer covenants that until the expiration or earlier termination of this <br />Agreement, upon learning of any fact or condition which would cause any of the warranties and <br />representations in this Section 2.1 not to be true, Developer shall promptly give written notice of <br />such fact or condition to City. Developer acknowledges that City shall rely upon Developer's <br />representations made herein notwithstanding any investigation made by or on behalf of City. <br />(i) Authority. Developer is a limited liability company, duly organized and in <br />good standing under the laws of the State of California. Developer has the full right, power and <br />authority to undertake all obligations of Developer as provided herein, and the execution, <br />performance and delivery of this Agreement by Developer has been duly authorized by all <br />requisite actions. The persons executing this Agreement on behalf of Developer have been duly <br />authorized to do so. This Agreement and the other City Documents constitute valid and binding <br />obligations of Developer, enforceable in accordance with their respective terms. <br />(ii) No Conflict. Developer's execution, delivery and performance of its <br />obligations under this Agreement will not constitute a default or a breach under any contract, <br />agreement or order to which Developer is a parry or by which it is bound. <br />(iii) No Litigation or Other Proceeding_ No litigation or other proceeding <br />(whether administrative or otherwise) is outstanding or has been threatened which would <br />prevent, hinder or delay the ability of Developer to perform its obligations under this Agreement. <br />(iv) No Developer Bankruptcy. Developer is not the subject of a bankruptcy <br />or insolvency proceeding. <br />1875524.3 5 <br />