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a. To the best of Business' knowledge, there are no actions, suits,
<br />material claims, legal proceedings, or any other proceedings affecting the Business at law, or in
<br />equity before any court or governmental agency, domestic or foreign.
<br />b. To the best of Business' knowledge, neither the execution of this
<br />Agreement nor the performance of the obligations herein will conflict with, or breach any of the
<br />provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or
<br />instrument to which Business may be bound.
<br />C. Until the Closing, Business shall, upon learning of any fact or
<br />condition which would cause any of the warranties and representations in this Section 8 to not to
<br />be true as of the Closing, immediately give written notice of such fact or condition to the City.
<br />MISCELLANEOUS.
<br />a. Required Actions of City and Business. City and Business agree to
<br />execute such additional instruments and documents necessary and to diligently undertake such
<br />actions as may be required in order to consummate the transaction contemplated herein and shall
<br />use commercially reasonable efforts to accomplish the Closing in accordance with the provisions
<br />of this Agreement.
<br />b. Authorization. City and Business, on behalf of themselves and each
<br />and all of their individual and collective agents, representatives, attorneys, principals,
<br />predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries, hereby
<br />represent and warrant that they are duly authorized to sign this Agreement on behalf of the
<br />respective Party.
<br />C. Counterparts • Copies. This Agreement may be executed in multiple
<br />counterparts, each of which shall be deemed an original, but all of which, together, shall constitute
<br />one and the same instrument. Except as required for recordation, the Parties shall accept copies of
<br />signatures, including, without limitation, electronically transmitted (for example, by e-mail,
<br />facsimile, PDF or otherwise) signatures.
<br />d. Captions. Any captions to, or headings of, the articles, sections,
<br />subsections, paragraphs, or subparagraphs or other provisions of this Agreement are solely for the
<br />convenience of the Parties, are not a part of this Agreement, and shall not be used for the
<br />interpretation or determination of the validity of this Agreement or any provision of this
<br />Agreement.
<br />e. No Obligations to Third Parties. Except as otherwise expressly
<br />provided in this Agreement, the execution and delivery of this Agreement shall not be deemed to
<br />confer any rights upon, nor obligate any of the Parties to, any person or entity other than the Parties.
<br />f. Exhibits. The Exhibits attached to this Agreement are hereby
<br />incorporated into this Agreement by this reference.
<br />g. Waiver. The waiver or failure to enforce any provision of this
<br />Agreement shall not operate as a waiver of any future breach of any such provision or any other
<br />provision of this Agreement.
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