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2020-090 -Approving a Disposition and Development Agreement
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2020-090 -Approving a Disposition and Development Agreement
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Last modified
11/23/2020 8:42:01 AM
Creation date
11/23/2020 8:34:16 AM
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City Clerk
Doc Type
Resolution
Agency
Clerk of the Council
Doc #
2020-090
Date
11/17/2020
Destruction Year
P
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8.3. Optionee has obtained (or will have obtained prior to the date by which a <br />particular step is required to be taken or performance of a particular obligation is required to be <br />commenced pursuant to this Agreement) all required consents in connection with entering into <br />this Agreement and the instruments and documents referenced in this Agreement to which <br />Optionee is or shall be a party and the consummation of the transactions contemplated hereby. <br />8.4. The individual executing this Agreement and the individual that will execute the <br />instruments referenced in this Agreement on behalf of Optionee have, or will have upon <br />execution thereof, the legal power, right and actual authority to bind Optionee to the terms and <br />conditions hereof and thereof. <br />8.5. This Agreement is duly authorized, executed and delivered by Optionee and all <br />documents required in this Agreement to be executed by Optionee pursuant to this Agreement <br />shall be, at such time as they are required to be executed by Optionee, duly authorized, executed <br />and delivered by Optionee and are or shall be, at such time as the same are required to be <br />executed hereunder, valid, legally binding obligations of and enforceable against Optionee in <br />accordance with their terms, except as enforceability may be limited by bankruptcy laws or other <br />similar laws affecting creditors' rights. <br />8.6. Neither the execution or delivery of this Agreement or the documents referenced <br />in this Agreement, nor the incurring of the obligations set forth in this Agreement, and the <br />certificates, declarations and other documents referenced in this Agreement, nor the <br />consummation of the transactions in this Agreement contemplated, nor compliance with the <br />terms of this Agreement and the documents referenced in this Agreement, will violate any <br />provision of law, any order of any court or governmental authority or conflict with or result in <br />the breach of any terms, conditions, or provisions of, or constitute a default under any bond, note <br />or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, <br />partnership agreement, lease or other agreements or instruments to which Optionee is a party or <br />which affect any of the Property or the transactions contemplated by this Agreement. <br />8.7. Other than as disclosed by Optionor in writing to Optionee, there are no legal <br />proceedings either pending or, to the knowledge of the Optionee Representatives, threatened, to <br />which Optionee is or may be made a party, or to which the Parcel, is or may become subject or <br />which could reasonably affect the ability of Optionee to carry out its obligations hereunder or <br />which would affect the Parcel. <br />Optionee shall promptly advise Optionee in writing if Optionee becomes aware that any <br />representation or warranty made by Optionee is or becomes untrue in any material respect prior <br />to any Close of Escrow. Optionee's representations and warranties set forth in this Section shall <br />be deemed to be restated at consummation of any purchase contemplated in this Agreement and <br />shall survive any such purchase. <br />9. Destruction/Condemnation of Parcel; Other Notices. In the event that all or any portion <br />of the Land or hnprovements is damaged or destroyed by any casualty or is subject to a taking or <br />condemnation under the provisions of applicable law after the Effective Date but prior to the date <br />of Closing, Optionor shall give Optionee immediate written notice of the same. Optionor shall <br />promptly notify Optionee of any building code violation notices or actions pending, and of any <br />event that causes the representation of Optionor under this Agreement to no longer be true or <br />correct. <br />8 <br />
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