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<br />has relied and will continue to rely, all of which are true as ofthe date of this Agreement and will <br />be true and correct as of and shall survive the Closing: <br /> <br />(i) Organization. Steadfast is a limited partnership duly <br />organized, validly existing and in good standing under the laws of the State of California. The <br />execution and delivery of this Agreement and the other documents contemplated by this <br />Agreement by Steadfast, and the performance by Steadfast of the obligations under this <br />Agreement: (i) are within the power of Steadfast; and (ii) will not violate any provision of law, <br />any order of any court or agency of government, the laws and ordinances governing Steadfast, or <br />any indenture, agreement or any other instrument to which Steadfast is a party. This Agreement, <br />and each of the documents described in this Agreement, when executed and delivered to City, <br />will constitute legal, valid and binding obligations enforceable against Steadfast in accordance <br />with the terms of such documents. <br /> <br />(ii) Non-Foreign. Person. Steadfast is not a "foreign person" as <br />that term is defined in Section 1445(f) of the Internal Revenue Code and the applicable <br />provisions of the applicable state, if any, and the regulations issued thereunder, as amended, or <br />any successor thereto. <br /> <br />(iii) No Prior Transfers of Steadfast Property. Steadfast has not <br />transferred, by sale, assignment or otherwise, to any person, partnership, corporation or other <br />entity, all or any portion of any right, title or interest which it may have in and to the Steadfast <br />Property. <br /> <br />(iv) Agreements. Except as may be expressly disclosed by <br />Steadfast in writing, other than this Agreement and any matter shown on the Steadfast <br />Preliminary Report, there are no contracts for deed, land contracts or any oral or written <br />agreements or other executory agreements whatsoever for the assignment or transfer of any <br />portion of the Steadfast Property in effect or in existence with respect to the Steadfast Property. <br />Except as may be expressly disclosed by Steadfast in writing or as disclosed in the title <br />documents described in the Steadfast Preliminary Report, to Steadfast's actual knowledge, there <br />are no oral or written agreements or executory agreements whatsoever for the use and occupancy <br />of the Steadfast Property and there are no tenants or occupants of the Steadfast Property. Except <br />as may be expressly disclosed by Steadfast in writing or as disclosed in the title documents <br />described in the Steadfast Preliminary Report, there are no management, service, maintenance, <br />advance booking, employment or brokerage agreements, obligations, commitments or <br />arrangements, written or oral, with respect to the sale ofthe Steadfast Property. <br /> <br />(v) No Litigation. To Steadfast's actual knowledge, there is no <br />actual or threatened suit, action or legal, administrative, arbitration or other proceeding or <br />governmental investigation involving or affecting the Steadfast Property. <br /> <br />(vi) Compliance with Agreements. The execution and delivery <br />of, and performance under this Agreement has not and will not constitute a breach or default <br />under any other agreement, law or court order under which Steadfast is a party and which affects <br />the Steadfast Property or the use, occupancy or operation of the Steadfast Property. Steadfast is <br />not in default under any agreement or commitment to which it is a party, the effect of which <br /> <br />40836735. 16 <br /> <br />10 <br />