2014-001 SAFA - Laserfiche WebLink

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(ii) The City has not incurred any obligations or liabilities which might reasonably be anticipated to cause a Material Adverse Effect. (iii) The City has not (A) incurred any material indebtedness, other than the Lease Payments, and trade accounts payable arising in the ordinary course of the City's business and not past due, or (B) guaranteed the indebtedness of any other person. (r) Accuracy of Information. All information, reports and other papers and data furnished by the City to the were, at the time the same were so furnished, complete and accurate in all material respects and insofar as necessary to give the Assignees a true and accurate knowledge of the subject matter and were provided in expectation of the A gneesI reliance thereon in entering into the transactions contemplated by this Lease Agreement. No fact is known to the City which has had or, so far as the City can now reasonably foresee, may in the future have a Material Adverse Effect, which has not been set forth in the financial statements previously furnished to the Assignees or in other such information, reports, papers and data or otherwise disclosed in writing to the Assignees prior to the Closing Date. Any financial, budget and other projections furnished to the Assignees by the City or its or their agents were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair and reasonable in light of the conditions existing at the time of delivery of such financial, budget or other projections, and represented, and as of the date of this representation, represent the City's best estimate of its future financial performance. No document furnished nor any representation, warranty or other written statement made to the Assignees in connection with the negotiation, preparation or execution of this Lease Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state (as of the date made or furnished) any material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were or will be made, not misleading. Section 2.2. Covenants, Representations and Warranties of the Authority. The Authority makes the following covenants, representations and warranties to the City as of the date of the execution and delivery of this Lease Agreement: (a) Due Organization and Existence. The Authority is a joint exercise of powers authority, duly organized and existing under the laws of the State, has full legal right, power and authority to enter into the Site and Facility Lease, this Lease Agreement and the Assignment Agreements and to carry out and consummate all transactions on its part contemplated hereby and thereby, and by proper action the Authority has duly authorized the execution and delivery by the Authority of the Escrow Agreement, the Site and Facility Lease, this Lease Agreement and the Assignm ne t Agreements. (b) Due Execution. The representative of the Authority executing the Escrow Agreement, the Site and Facility Lease, this Lease Agreement and the Assignment Agreements is fully authorized to execute the same under official action taken by the Board of Directors of the Authority. (c) Valid, Binding and Enforceable Obligations. The Escrow Agreement, the Site and Facility Lease, this Lease Agreement and the Assignment Agreements have been duly authorized, executed and delivered by the Authority and constitute the legal, valid and binding agreements of the Authority, enforceable against the Authority in accordance with their respective terms. (d) No Conflicts. The execution and delivery of the Escrow Agreement, the Site and Facility Lease, this Lease Agreement and the Assignment Agreements, the consummation of the transactions herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof and thereof, do not and will not conflict with or constitute a 0