MAINPLACE SHOPPINGTOWN, LLC (2) - Laserfiche WebLink

Home Browse Search

attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. SECTION 6. REPRESENTATION AND WARRANTIES OF OWNER. Owner represents and warrants for the benefit and reliance for the City as follows: A. Owner is a Delaware limited liability company authorized to conduct business in California and is authorized to carry on its business being conducted as contemplated in this Agreement; B. Owner has the power and authority to enter into this Agreement; C. This Agreement shall be a legal, valid and binding obligation of Owner, enforceable against Owner and its successors and assigns in interest in the Property, and each portion thereof, in accordance with its terms, subject to bankruptcy and other equitable principles. SECTION 7. COVENANT OF OWNER. Owner declares that the Project and the Property shall be held, conveyed, leased, used, and improved subject to the provisions of this Agreement and this Agreement is expressly declared to be for the benefit of the Project and the Property and the abutting public rights -of -way. The Property maintenance covenants of Owner in favor of the City which arise under this Agreement shall run with and burden the Property and shall be binding upon all persons having or acquiring any right or title in the Property, including any leasehold interest, or any part thereof, and the successors and assigns of each of them. In the event Owner sells, transfers, or assigns its interest in the Property, or any portion thereof, Owner shall be released from its obligations under this Agreement, with respect to the property sold, transferred or assigned, from and after the date of such sale, transfer, or assignment. SECTION 8. TIME OF THE ESSENCE; TERM OF AGREEMENT. Time is expressly made of the essence with respect to the performance by City and Owner of each and every obligation and condition of this Agreement. SECTION 9. ATTORNEY'S FEES. In addition to any other remedies provided herein or available under applicable laws, if either Party to this Agreement commences an action against the other Party arising out of, or in connection with this Agreement, the prevailing Party shall be entitled to recover from the losing Party its costs of suit, including, but not limited to, its reasonable attorney's fees, expert witness fees, and costs of investigation. SECTION 10. INTEGRATION. This Agreement contains the entire understanding between the Parties with respect to the subject matter of this Agreement, except as otherwise provided. Notwithstanding this Section 10, nothing in this Agreement is intended to modify the terms of the Development Agreement 2018-02 between the City and Owner, and Development Agreement 2018-02 shall prevail in the event of any inconsistency with this Agreement. SECTION 11. SEVERABILITY. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. SECTION 12. AMENDMENT. No amendment, modification or supplement of this Agreement shall be valid or binding unless executed in writing and signed by both Parties, subject