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delivery of this Master Agreement, and the performance of the transactions contemplated hereby,
<br />have been duly and validly authorized by the applicable governing board or bodies of such party,
<br />and all action (corporate, legislative or otherwise) necessary for the authorization and
<br />consummation of the transactions contemplated this Master Agreement has been taken. This
<br />Master Agreement has been duly executed and delivered by such party, and constitutes a valid
<br />and binding obligation of such party, enforceable against such party in accordance with its terms
<br />subject to (i) bankruptcy, insolvency, reorganization, moratorium or other laws affecting
<br />creditors' rights generally, and (ii) general principles of equity, including the availability of
<br />specific performance, and public policy.
<br />(b) Absence of Conflicts. Each patty represents and warrants that its
<br />execution, delivery and performance of this Master Agreement will not (i) result in the breach or
<br />violation of any term or provision of or constitute a default under or conflict with any terms or
<br />provision of. its articles of incorporation, code of regulations, charter, bylaws, or any other of its
<br />organizational or governing documents, or any contract, agreement, lease, mortgage, license,
<br />permit, authorization, or other obligation to which it or any of its Affiliates is a party, or by
<br />which it or any of its Affiliates is bound, (ii) constitute such an event that with notice, lapse of
<br />time, or both, would result in any such breach, violation or default, (iii) conflict with or result in
<br />any violation by such party or any of its Affiliates of any constitution, statute, rule, regulation,
<br />ordinance, code, order, judgment, writ, injunction, decree or award, or constitute an event that
<br />with notice, lapse of time, or both, would result in any such violation or (iv) result in the creation
<br />or imposition of any lien, charge or encumbrance upon or with respect to the assets or property
<br />of such party or any of its Affiliates.
<br />(c) Consents. Each patty represents and warrants that it has (i) obtained all
<br />material consents, approvals, authorizations and clearances of governmental authorities required
<br />of it to consummate the transactions contemplated hereby; (ii) provided such information and
<br />communications to governmental authorities as such governmental authorities may reasonably
<br />request; and (iii) assisted and cooperated with the other parties' efforts to obtain all consents,
<br />licenses, permits, approvals, authorizations and clearances of governmental authorities that the
<br />parties reasonably deem necessary or appropriate and to prepare any document or other
<br />information reasonably required of it by any such governmental authorities to consummate the
<br />transactions contemplated herein. Each party represents and warrants that neither it nor any of
<br />its Affiliates have entered into any agreement with any governmental authority to delay the
<br />consummation of or not consummate the transactions contemplated by this Master Agreement.
<br />(d) No Litigation. Except (i) Edward Graham, et al. v. City of Lakewood, el
<br />al. pending in the Cuyahoga County Court of Common Pleas, Case No. CV -15- 846212 and (ii)
<br />Michael J. Skindell v. Mary Louise Madigan, et al. pending in the Cuyahoga County Court of
<br />Common Pleas, Case No. CV -15- 855961, each party represents and warrants that no action, suit
<br />or proceeding has been instituted or, to its Knowledge, is threatened in writing to restrain,
<br />prohibit, delay or otherwise challenge the legality or validity of any of the transactions
<br />contemplated by this Master Agreement or which would reasonably be expected to have a
<br />material adverse effect such party.
<br />(e) Donor Restrictions. Each party represents and warrants that, to its
<br />Knowledge and except as recorded in the public records, there are no restrictions imposed by any
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