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<br />10. Matters to be covered in Representations. Warranties and Covenants ofVedda. <br />(a) Yedda is a for-profit corporation duly created and validly existing under the laws of <br />the State of Ohio, with all requisite power and authority to own and operate its properties and to carry on its <br />business as now being conducted. <br /> <br />(b) Vedda has the full right, powers and authority to enter into, execute and deliver this <br />Development Agreement. <br /> <br />(c) The execution, delivery and performance of the Project Agreements for and in the <br />name ofVedda have been duly authorized by all necessary action on the part ofVedda. <br /> <br />(d) The Project Agreements have been duly executed and delivered on behalf of Vedda <br />and, assuming due authorization and execution by the other parties thereto, are valid, binding and <br />enforceable obligations in accordance with their terms, subject to bankruptcy, insolvency, reorganization and <br />other state and federal laws of general application affecting the enforcement of creditors' rights and to <br />general principles of equity. <br /> <br />(e) The execution and delivery of the Project Agreements by Yedda and the performance <br />by Vedda of its obligations thereunder will not conflict with, violate or constitute a breach of or default under <br />any indenture, mortgage, deed of trust, resolution, instrument or other Agreement to which Vedda is a party <br />or by which Vedda is bound, or any applicable law, administrative regulation, order or court decree. <br /> <br />(f) Vedda represents and warrants that there is no action, suit, proceeding, inquiry or <br />investigation, at law or in equity, or before or by any court, public board or body, known to be pending or <br />threatened against or affecting Yedda, wherein an unfavorable decision, ruling or finding would materially <br />adversely affect the validity or enforceability ofthe Agreement. <br /> <br />II. Assignment and Agreement. Except as otherwise stated herein, no assignment of the rights or <br />benefits and no delegation of the duties provided in this Agreement may be made without the written consent <br />of the non-assigning or non-delegating party. Either the City or Vedda may subcontract certain or all of the <br />services to be performed by it under this Agreement, but such subcontract shall not be construed to constitute <br />a novation of this Agreement, and in such case, the subcontracting party shall remain primarily liable for its <br />performance under this Agreement. <br /> <br />12. Savings Clause/Governing Law. If one or more provlSlons of this Agreement or any <br />application of any provision shall be deemed or declared to be invalid, illegal or unenforceable in any <br />respect, the validity, legality or enforceability of the remaining provisions of this Agreement shall in no way <br />be affected or implied. The laws of the State of Ohio shall govern this Agreement. <br /> <br />13. Modification. This Agreement shall not be changed, modified or amended, except by writing <br />signed by all of the parties. <br /> <br />14. No Third Party Beneficiaries. There shall be no actual or intended third party beneficiaries to <br />this Agreement. <br /> <br />IS. Binding Nature. This Agreement shall bind and inure to the benefit and burden of the parties, <br />their personal representatives, successors and permitted assigns to the extent stated herein. <br /> <br />5 <br />