Reso 2010-1658 - Laserfiche WebLink

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7.1.2 No Conflicts. Neither the execution and delivery of this Agreement or any document will conflict with or result in any breach of, or constitute a default under any indenture, mortgage, deed of trust or other instrument or agreement to which it is a party or by which it is bound, or by which any of its property or assets is subject. 7.1.3 Power and Authorization. The Developer has full power, authority and legal right to execute and deliver, and to perform and observe the provisions of this Agreement and all other instruments provided for herein to which it is a party. The Developer has duly and effectively taken all action required on its part for the due execution, delivery and performance of this Agreement. 7.1.4 No Default. The Developer is solvent and (i) has filed all tax returns which are required to be filed by it and paid all taxes required to be paid by it; and (ii) is not in default in the payment of any taxes levied or assessed against it or any if its assets, or any judgment, order, decree, rule or regulation of any court, arbitration,. administrative agency or other governmental authority to which it may be subject which would have a material affect on Developer's ability to perform pursuant to this Agreement. 7.1.5 No Misstatements or Omissions. Neither this Agreement nor any certificate, statement or other document furnished or to be furnished by the Developer in connection with the transaction contemplated contains or will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein or therein not misleading. 7.2 The City represents as follows: 7.2.1 Authority. The execution and delivery of this Agreement has been approved at a duly convened meeting and the same is binding and enforceable against the City in accordance with its terms. The City has the power, authority and legal right to execute, deliver and perform and observe the provisions of this Agreement and all other instruments provided for herein to which it is a party, the City has duly and effectively taken all action required on it's respective parts for the due execution, delivery and performance of this Agreement. 7.2.2 Conflict. Neither the execution or delivery of this Agreement or any document will conflict with or result in a breach of or constitute a default of any indenture agreement or other instrument to which it is a party or by which it is bound or by which any of its properties or assets its subject to. 6