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the subject matter. To the best of Vista Del Rio's knowledge Vista Del Rio has no material liability or contingent liability not disclosed to City and Successor Agency in writing and there is no material lien, claim, charge or other right of others of any kinds (including liens or retained security titles of conditional vendors) on any property of Vista Del Rio not disclosed in such financial statements or otherwise disclosed to City and Successor Agency in writing. 9.4 No Material Adverse Change. There has been no material adverse change in the condition, financial or otherwise, of Vista Del Rio since the dates of the latest financial statements furnished to City and Successor Agency. Since those dates, Vista Del Rio has not entered into any material transaction not disclosed in such financial statements or otherwise disclosed to City and Successor Agency in writing. 9.5 Tax Liability. Vista Del Rio has filed all required federal, state and local tax returns and has paid all taxes (including interest and penalties, but subject to lawful extensions disclosed to City and Successor Agency in writing) other than taxes being promptly and actively contested in good faith and by appropriate proceedings. Vista Del Rio is maintaining adequate reserves for tax liabilities (including contested liabilities) in accordance with generally accepted accounting principles or in accordance with such other principles or methods as are reasonably acceptable to City and Successor Agency. 9.6 Governmental Requirements. Vista Del Rio is in compliance with all laws relating to the Property/Project and all Governmental Authority approvals, including zoning, land use, planning requirements, and requirements arising from or relating to the adoption or amendment of, any applicable general plan, subdivision and parcel map requirement; environmental requirements, including the requirements of the California Environmental Quality Act and the National Environmental Policy Act and the preparation and approval of all required environmental impact statements and reports; use, occupancy and building permit requirements; public utilities requirements, and any other Governmental Requirements applicable to the Property or the Project. 9.7 Rights of Others. Vista Del Rio is in compliance with all covenants, conditions, restrictions, easements, rights of way and other rights of third parties relating to the Property. 9.8 Litigation. There are no material actions or proceedings pending or, to the best of Vista del Rio's knowledge, threatened against or affecting Vista ,Del Rio or any property of Vista Del Rio before any Governmental Authority, except as disclosed to City in writing prior to the execution of this Agreement. 9.9 Bankruotev. To the best of Vista Del Rio's knowledge, no attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Vista Del Rio, nor are any of such proceedings contemplated by Vista Del Rio. 9.10 Information Accurate. To the best of Vista Del Rio's knowledge, all information, regardless of its form, conveyed by Vista Del Rio to City and Successor Agency, by whatever means, is accurate, correct and sufficiently complete to give City and Successor Agency true and accurate knowledge of its subject matter, and does not contain any misrepresentation or omission. 9.11 Conflicts of Interest. No member, official or employee of the City or Successor Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any such 22 DOCSOC /1475221v 10/200272 -0004