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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. Each of the Developers does hereby warrant, except as disclosed in writing to the <br />City, that it has not employed or retained any company or person other than a bona fide <br />employee working solely for the Developers to solicit or secure this Agreement, and that <br />the Developers have not paid or has not agreed to pay any fee, commission, percentage, <br />brokerage fee, or other consideration contingent upon or resulting from the award or <br />making of this Agreement. Each of the Developers does hereby warrant that it is not <br />prohibited from contracting with the City by any provision of the Ohio Revised Code <br />relating to conflicts of interest, illegal interest in government contracts, or any other ethical <br />prohibition, and for breach or violation of this warranty, the City shall have the right to <br />annul this Agreement with no further obligation or penalty. <br />III. CITY COVENANTS AND REPRESENTATIONS <br />The City represents and warrant to the Developers as follows: <br />F. 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 />G. 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 />H. Except for actions contemplated by this Agreement, as of the date of the execution <br />of this Agreement, the City has no information or knowledge of any change contemplated <br />in the applicable laws, ordinances or restrictions or any judicial or administrative action <br />that would prevent, limit or impede the Developers' undertaking of the Development or <br />the City's performance under, or the applicability and enforceability of, the anticipated TIF <br />Ordinance. <br />I. The representations and agreements by the City made in this Agreement shall be <br />deemed to apply as of the date of the execution of this Agreement and shall be construed <br />as continuing representations and agreements and such representations made by the City <br />are made with the knowledge and expectation that notwithstanding any investigation <br />conducted by or on behalf of the Developers (except as expressly stated in this Agreement), <br />the Developers are placing reliance thereon in accordance with this Agreement and that <br />such representations are to be treated as material to the Developers in entering into this <br />Agreement. <br />5 <br />