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and Safety Code Section 33334.3, and no other funds, to acquire the Sites and to carry out all of <br />its obligations under this Agreement. Agency understands that Developer is relying on this <br />representation and warranty in making its determination as to whether the Improvements <br />constitute a "public work" pursuant to Labor Code Section 1720, and whether the project does <br />not constitute a project that is paid for in full or in part subject to the exception set forth in Labor <br />Code Section 1720(c)(4). <br />Until the Closing, Agency shall, upon learning of any fact or condition which would <br />cause any of the warranties and representations in this Section 206.1 not to be true as of Closing, <br />immediately give written notice of such fact or condition to Developer. Such exception(s) to a <br />representation shall not be deemed a breach by Agency hereunder, but shall constitute an <br />exception which Developer shall have a right to approve or disapprove is such exception would <br />have an effect on the value of the Sites and/or ability to develop the Sites. If Developer elects to <br />close Escrow following disclosure of such information, Agency's representations and warranties <br />contained herein shall be deemed to have been made as of the Closing, subject to such <br />exception(s). If, following the disclosure of such information, Developer elects to not close <br />Escrow, then this Agreement and the Escrow shall automatically terminate, and neither party <br />shall have any further rights, obligations or liabilities hereunder. The representations and <br />warranties set forth in this Section 206.1 shall survive the Closing. <br />h. Leases and Other Interests. To the best of Agency's knowledge, there <br />are no tenants or other persons who have a lawful interest in the Sites. To the best of Agency's <br />knowledge, no person, firm, partnership or corporation has the right to possess the Sites or any <br />portion thereof. <br />206.2 Developer's Representations. Developer represents and warrants to <br />Agency as follows: <br />a. Authority. Developer is a duly organized limited liability <br />company formed within and in good standing under the laws of the State of Delaware. <br />Developer has full right, power and lawful authority to purchase and accept the conveyance of <br />the Sites and undertake all obligations as provided herein and the execution, performance and <br />delivery of this Agreement by Developer has been fully authorized by all requisite actions on the <br />part of the Developer. <br />b. No Conflict. To the best of Developer's knowledge, Developer's <br />execution, delivery and performance of its obligations under this Agreement will not constitute a <br />default or a breach under any contract, agreement or order to which the Developer is a party or <br />by which it is bound. <br />c. No Developer Bankruptcy. Developer is not the subject of a <br />bankruptcy proceeding. <br />Until the Closing, Developer shall, upon learning of any fact or condition which would <br />cause any of the warranties and representations in this Section 206.2 not to be true as of Closing, <br />immediately give written notice of such fact or condition to Agency. Such exception(s) to a <br />600457905v2 15 G <br />