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8.4 Damages. In the event that the City is liable for damages to Developer, such liability shall <br />not exceed costs incurred by the Developer in the performance of this Agreement and shall not <br />extend to compensation for loss of future income, profits or assets; provided, however, Developer's <br />only remedy for any breach of this Agreement by the City shall be an action for specific <br />performance of such party's obligations. <br />8.5 Nonrecourse Liability. Neither Developer, nor any partner of Developer, shall have any <br />personal liability under this Agreement, or the attached Note and Deed of Trust, and any judgment, <br />decree or order for the payment of money obtained in any action to enforce the obligation of <br />Developer to repay the loan evidenced by such documents shall be enforceable against Developer <br />only to the extent of Developer's interest in the Property. <br />9. GENERAL PROVISIONS AND WARRANTIES <br />As a material inducement to Agency/City to enter into this Agreement, Developer represents <br />and warrants as follows: <br />9.1 Formation, Qualification and Compliance. Depot at Santiago, LP, a California limited <br />partnership comprised of Orange Housing Development Corporation, and C&C Development, a <br />California corporation, as the general partners. Orange Housing Development Corporation is (a) <br />a non-profit public-benefit corporation, validly existing and in good standing under the laws of <br />the State of California, (b) has all requisite authority to conduct its business and own and lease its <br />properties, and (c} is qualified and in good standing in every jurisdiction in which the nature of <br />its business makes qualification necessary or where failure to qualify could have a material <br />adverse effect on its financial condition or the performance of its obligations under the Loan <br />Documents. Developer is in compliance with all laws applicable to its business and has obtained <br />all approvals, licenses, exemptions and other authorizations from, and has accomplished all <br />filings, registrations and qualifications with, any Governmental Authority that are necessary for <br />the transaction of its business. <br />9.2 Execution and Performance of Loan Documents. <br />9.2.1 Developer has all requisite authority to execute and perform its <br />obligations under the Loan Documents. <br />9.2.2 The execution and delivery of Developer of, and the performance by <br />Developer of its obligations under, each Loan Document has been authorized by all necessary <br />action and does not and will not: <br />(a) require any consent or approval not heretofore <br />obtained of any person having any interest in Developer; <br />(b) violate any provision of, or require any consent or <br />approval not heretofore obtained under, any articles of incorporation, by-laws or other governing <br />document applicable to Developer; <br />16 <br />1076\O1\1333668.1 <br />