Agmt 2017 BAL Theater/San Leandro Curtain Call Performing Arts Loan Agreement

Home

REPRESENTATIONS, WARRANTIES AND COVENANTS 3.1 OPERATOR'S REPRESENTATIONS. Operator represents and warrants to City as follows, and Operator covenants that until the expiration or earlier termination of this Agreement, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 3.1 not to be true, Operator shall immediately give written notice of such fact or condition to City. Operator acknowledges that City shall rely upon Operator's representations made herein notwithstanding any investigation made by or on behalf of City. (a) LEGAL STATUS; AUTHORITY. Operator has the full right, power and authority to undertake the Project and to execute, deliver and perform all obligations of Operator under the Loan Documents. Operators execution, performance and delivery of the Loan Documents has been duly authorized by all requisite actions. The persons executing this Agreement on behalf of Operator have been duly authorized to do so. This Agreement and the other Loan Documents constitute valid and binding obligations of Operator, enforceable in accordance with their respective terms. Operator is the operator of the Property and the Improvements, subject only to liens, encumbrances, restrictions, conditions, and other matters of record or disclosed in writing to City. (b) NO CONFLICT. The execution of the Loan Documents and Operator's performance thereunder do not and will not result in a breach of or constitute a default under any agreement, contract, order, indenture or other instrument to which Operator is a party or by which Operator may be bound. (c) AUTHORIZATION. The Loan Documents and the transactions contemplated thereby have each been duly authorized by Operator, and when executed and delivered will each constitute a valid and binding obligation of Operator, enforceable in accordance with the respective terms thereof. The persons executing the Loan Documents on behalf of Operator have been duly authorized to do so. (d) NO LITIGATION OR OTHER PROCEEDING. There are no pending or to Operator's knowledge, threatened actions or proceedings before any court or administrative body which may adversely affect the financial condition or operation of Operator or Operator's development of the Project and operatorship of the Property and the Improvements. (e) NO BANKRUPTCY. Operator is not the subject of a bankruptcy or insolvency proceeding. (f) COMPLIANCE WITH LAWS. Operator is in compliance in all material respects with all local, state and federal laws, rules, regulations, orders and decrees which are applicable to the Property or to Operator in relation thereto ("Applicable Law") including without limitation, all environmental, health and safety and employment laws. Operator has received no notice from any governmental authority regarding any threatened or pending zoning, building, fire, or health code violation or violation of other governmental regulations concerning the Property that has not been corrected, and no condition on the Property violates any Applicable Law.