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II. Developer Representations and Warranties <br />The representations and warranties of the Developer contained in Article 1 — <br />Section II shall be based upon the actual knowledge of the Developer as of the <br />Effective Date, and are true and correct as of the Effective Date. The <br />Developer's liability for misrepresentation or breach of warranty, representation <br />or covenant, wherever contained in this Inclusionary Housing Agreement, shall <br />survive the execution and delivery of this Inclusionary Housing Agreement. <br />The Developer hereby makes the following representations, covenants and <br />warranties, and Developer acknowledges that the execution of this Inclusionary <br />Housing Agreement by the City has been made in material reliance by the City <br />on such covenants, representations and warranties: <br />II -A. The Developer is a California limited liability company, lawfully entitled to <br />do business in the State of California and the City. The Developer has the <br />legal right, power and authority to enter into this Inclusionary Housing <br />Agreement and the instruments and documents referenced herein and to <br />consummate the transaction contemplated hereby. The persons <br />executing this Inclusionary Housing Agreement and the instruments <br />referenced herein on behalf of the Developer hereby represent and <br />warrant that such persons have the power, right and authority to bind the <br />Developer. <br />II -B. The Developer has taken all requisite action and obtained all requisite <br />consents in connection with entering into this Inclusionary Housing <br />Agreement and the instruments and documents referenced herein and the <br />consummation of the transactions contemplated hereby, and no consent <br />of any other party (other than the property owner) is required for the <br />Developer's authorization to enter into this Inclusionary Housing <br />Agreement. <br />II -C. Neither the execution of this Inclusionary Housing Agreement nor the <br />consummation of the transactions contemplated hereby shall result in a <br />breach of or constitute a default under any other agreement, document, <br />instrument, or other obligation to which the Developer is a party or by <br />which the Developer may be bound, or to the Developer's knowledge, <br />under any law, statute, ordinance, governmental regulation or any writ, <br />injunction, order or decree of any court or governmental body applicable to <br />the Developer or to the Property. <br />Inclusionary Housing Agreement - In -Lieu Fee Payment Page 6 <br />City of Santa Ana <br />25D-11 <br />