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Developer is a party or by which the Developer is subject or bound, or of <br />any judgment, order, writ, injunction or decree issued against or imposed <br />upon them as of the time of execution hereof, or will result in the violation <br />of any applicable law, order, rule or regulation of any governmental or <br />quasi -governmental authority; <br />(6) To the best of Developer's knowledge, there is no pending litigation, <br />investigation or claim which materially and adversely affects or which <br />might materially and adversely affect the Developer's performance of this <br />Agreement and to the best of the Developer's knowledge, there is no <br />threatened litigation, investigation or claim that materially and adversely <br />affects or that might materially and adversely affect the Developer's <br />performance of this Agreement; and <br />(7) The representations and agreements of the Developer made in this <br />Agreement are as of the date of the execution of this Agreement and such <br />representations made by the Developer are made with the knowledge and <br />expectation that such representations are to be treated as material to the City <br />entering into this Agreement, and the Developer further represents that to <br />its knowledge, as of the date of this Agreement, no representation set forth <br />in this Agreement contains any untrue statement of material fact. <br />E. The Developer warrants, except as disclosed in writing to the City, that it has not <br />employed or retained any company or person other than a bona fide employee working <br />solely for the Developer to solicit or secure this Agreement, and that the Developer has not <br />paid or has not agreed to pay any fee, commission, percentage, brokerage fee, or other <br />consideration contingent upon or resulting from the award or making of this Agreement. <br />The Developer warrants that it is not prohibited from contracting with the City by any <br />provision of the Ohio Revised Code relating to conflicts of interest, illegal interest in <br />government contracts, or any other ethical prohibition, and for breach or violation of this <br />warranty, the City shall have the right to annul this Agreement with no further obligation <br />or penalty. <br />III. CITY COVENANTS AND REPRESENTATIONS <br />The City represents and warrant to the Developer as follows <br />A. Neither the entering into this Agreement nor the performance thereof will constitute <br />a violation or breach by the City of any contract, agreement, understanding or instrument <br />to which the City is a party, or by which the City is subject or bound, of any judgment, <br />order, writ, injunction or decree issued against or imposed upon them, or will result in the <br />violation of any applicable law, order, rule or regulation of any governmental or <br />quasi -governmental authority. <br />B. To the best of the City's knowledge, there is no pending or, threatened litigation, <br />investigation or claim which affects or which might affect the anticipated TIF Ordinance <br />or the City's performance of this Agreement. <br />4 <br />15785832v23 <br />