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right of others of any kinds (including liens or retained security titles of conditional <br />vendors) on any property of Developer not disclosed in such financial statements or <br />otherwise disclosed to City in writing. <br />9.4 No Material Adverse Change. There has been no material adverse change <br />in the condition, financial or otherwise, of Developer since the dates of the latest financial <br />statements furnished to City. Since those dates, Developer has not entered into any <br />material transaction not disclosed in such financial statements or otherwise disclosed to <br />City in writing. <br />9.5 Tax Liability. Developer has filed all required federal, state and local tax <br />returns and has paid all taxes (including interest and penalties, but subject to lawful <br />extensions disclosed to City in writing) other than taxes being promptly and actively <br />contested in good faith and by appropriate proceedings. Developer is maintaining adequate <br />reserves for tax liabilities (including contested liabilities) in accordance with generally <br />accepted accounting principles or in accordance with such other principles or methods as <br />are reasonably acceptable to City. <br />9.6 Governmental Requirements. To best of its knowledge, Developer is in <br />compliance with all laws relating to the Property and all Governmental Authority <br />approvals, including zoning, land use, planning requirements, and requirements arising <br />from or relating to the adoption or amendment of, any applicable general plan, subdivision <br />and parcel map requirement; environmental requirements, including the requirements of <br />the California Environmental Quality Act and the National Environmental Policy Act, and <br />the preparation and approval of all required enviromnental impact statements and reports; <br />use, occupancy and building permit requirements; and public utilities requirements. <br />9.7 Riizhts of Others. Developer is in compliance with all covenants, <br />conditions, restrictions, easements, rights of way and other rights of third parties relating <br />to the Property. <br />9.8 Litigation. There are no material actions or proceedings pending or, to the <br />best of the Developer's knowledge, threatened against or affecting Developer or any <br />property of Developer before any Governmental Authority, except as disclosed to City in <br />writing prior to the execution of this Agreement. <br />9.9 Bankruptcy. To the best of Developer's knowledge, no attachments, <br />execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, <br />reorganization or other proceedings are pending or threatened against Developer, nor are <br />any of such proceedings contemplated by Developer. <br />9.10 Information Accurate. To the best of Developer's knowledge, all <br />information, regardless of its form, conveyed by Developer to City, by whatever means, is <br />accurate, and correct in all material respects and is sufficiently complete to give City true <br />and accurate knowledge of its subject matter, and does not contain any material <br />misrepresentation or omission. <br />