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<br />20 <br /> <br />9.4 No Material Adverse Change. There has been no material adverse <br />change in the condition, financial or otherwise, of Developer since the dates of the latest <br />financial statements furnished to Agency. Since those dates, Developer has not entered <br />into any material transaction not disclosed in such financial statements or otherwise <br />disclosed to Agency in writing. <br /> <br />9.5 Tax Liability. Developer has filed all required federal, state and local tax <br />returns and has paid all taxes (including interest and penalties, but subject to lawful <br />extensions disclosed to Agency in writing) other than taxes being promptly and actively <br />contested in good faith and by appropriate proceedings. Developer is maintaining <br />adequate reserves for tax liabilities (including contested liabilities) in accordance with <br />generally accepted accounting principles or in accordance with such other principles or <br />methods as are reasonably acceptable to Agency. <br /> <br />9.6 Governmental Requirements. To best of its knowledge, Developer is in <br />compliance with all laws relating to the Property and all Governmental Authority <br />approvals, including zoning, land use, planning requirements, and requirements arising <br />from or relating to the adoption or amendment of, any applicable general plan, <br />subdivision and parcel map requirement; environmental requirements, including the <br />requirements of the California Environmental Quality Act and the National <br />Environmental Policy Act and the preparation and approval of all required environmental <br />impact statements and reports; use, occupancy and building permit requirements; and <br />public utilities requirements. <br /> <br />9.7 Rights of Others. Developer is in compliance with all covenants, <br />conditions, restrictions, easements, rights of way and other rights of third parties relating <br />to the Property. <br /> <br />9.8 Litigation. There are no material actions or proceedings pending or, to <br />the best of the Developer’s knowledge, threatened against or affecting Developer or any <br />property of Developer before any Governmental Authority, except as disclosed to <br />Agency in writing prior to the execution of this Agreement. <br /> <br />9.9 Bankruptcy. To the best of Developer’s knowledge, no attachments, <br />execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, <br />reorganization or other proceedings are pending or threatened against Developer, nor are <br />any of such proceedings contemplated by Developer. <br /> <br />9.10 Information Accurate. To the best of Developer’s knowledge, all <br />information, regardless of its form, conveyed by Developer to Agency, by whatever <br />means, is accurate, correct and sufficiently complete to give Agency true and accurate <br />knowledge of its subject matter, and does not contain any misrepresentation or omission. <br /> <br />9.11 Conflicts of Interest. No member, elected official or employee of the <br />Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any <br />such member, elected official or employee participate in any decision relating to this <br />Agreement which affects his/her personal interests or the interests of any corporation, <br />EXHIBIT 3 <br />3-30