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ARTICLE I
<br />REPRESENTATIONS AND WARRANTIES
<br />1.1. Representations and Warranties. To induce Grantor to execute and perform this
<br />Agreement, Subgrantee hereby represents covenants and warrants to Grantor as follows:
<br />(a) On the Subgrant Closing Date and at all times thereafter, the Subgrantee will have
<br />good and marketable indefeasible fee simple title to the Property, and will retain
<br />fee simple title to the Property through the completion of the Project;
<br />(b) Subgrantee is a municipal corporation and political subdivision of the State of Ohio
<br />organized and existing under the Constitution and laws of the State of Ohio, and
<br />has full power and authority to own the Property, to complete Subgrantee's Work,
<br />to enter into this Agreement, and to perform all of its duties and obligations under
<br />this Agreement and the Subgrant Documents;
<br />(c) No condition, circumstance, event, agreement, document, instrument, restriction,
<br />litigation, judgment, consent order or proceeding (or threatened litigation or
<br />proceeding or basis therefor) exists or has been rendered against the Subgrantee
<br />which will impose or has imposed any fines or monetary penalties for the violation
<br />of any federal, state or local environmental law or regulation applicable to the
<br />Projector which would (i) adversely affect the ability of Subgrantee to complete
<br />Subgrantee's Work, (ii) adversely affect the ability of Subgrantee to perform its
<br />respective obligations under this Agreement or the Grant Documents, (iii)
<br />constitute a Default under this Agreement or any of the Grant Documents or (iv)
<br />constitute such a Default with the giving of notice or lapse of time or both;
<br />(d) The Property, the completion of Subgrantee's Work and the intended use and
<br />occupancy of the Property for institutional use, will not violate or conflict with
<br />any contract, lease, any applicable law, statute, ordinance, rule, regulation or
<br />order of any kind, including without limitation zoning, building, environmental,
<br />land use, noise abatement, occupational health and safety or other laws, or any
<br />condition, grant, easement, covenant, condition or restriction, whether recorded or
<br />not;
<br />(e) This Agreement, the Budget, the Specifications, the Work Schedule, Work
<br />Contracts, and other materials submitted to the Grantor in connection with or in
<br />furtherance of this Agreement by or on behalf of the Subgrantee fully and fairly
<br />state the matters with which they purport to deal, and neither misstate any
<br />material fact nor, separately or in the aggregate, fail to state any material fact
<br />necessary to make the statements made not misleading;
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