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9.4 No Material Adverse Chance. There has been no material adverse change in <br />the condition, financial or otherwise, of Developer since the dates of the latest financial <br />statements furnished to Agency. Since those dates, Developer has not entered into any <br />material transaction not disclosed in such financial statements or otherwise disclosed to <br />Agency in writing. <br />9.5 Tax Liability. Developer has filed all required federal, state and local tax returns <br />and has paid all taxes (including interest and penalties, but subject to lawful extensions <br />disclosed to Agency in writing) other than taxes being promptly and actively contested in <br />good faith and by appropriate proceedings. Developer is maintaining adequate reserves <br />for tax liabilities (including contested liabilities) in accordance with generally accepted <br />accounting principles or in accordance with such other principles or methods as are <br />reasonably acceptable to Agency. <br />9.6 Governmental Requirements. To the best of Developer's knowledge, Developer <br />is in 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, <br />subdivision and parcel map requirement; environmental requirements, including the <br />requirements of the California Environmental Quality Act and the National <br />Environmental Policy Act and the preparation and approval of all required environmental <br />impact statements and reports; use, occupancy and building permit requirements; and <br />public utilities requirements. <br />9.7 Rights of Others. Developer is in compliance with all covenants, conditions, <br />restrictions, easements, rights of way and other rights of third parties relating to the <br />Property. <br />9.8 Litigation. There are no material actions or proceedings pending or, to the best of <br />the Developer's knowledge, threatened against or affecting Developer or any property of <br />Developer before any Governmental Authority, except as disclosed to Agency in writing <br />prior to the execution of this Agreement. <br />9.9 Bankruptcy. To the best of Developer's knowledge, no attachments, execution <br />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 information, <br />regardless of its form, conveyed by Developer to Agency, by whatever means, is <br />accurate, correct and sufficiently complete to give Agency true and accurate knowledge <br />of its subject matter, and does not contain any material misrepresentation or omission. <br />9.11 Conflicts of Interest. No member, official or employee of the Agency shall have <br />any personal interest, direct or indirect, in this Agreement, nor shall any such member, <br />official or employee participate in any decision relating to this Agreement which affects <br />his/her personal interests or the interests of any corporation, partnership or association in <br />15 <br />