Resolution 2002-27 - Laserfiche WebLink

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2.11.2. The Guarantee required by Section 2.3 of this Agreement; and 2.11.3. Such other documents as are necessary or customarily required to effect the transfer of the Six Units to Louisville and close a transaction of this type. 2.12. Representations and Warranties. Superior hereby represents and warrants to the City of Louisville, Colorado that as of the date of the signing of this Agreement: 2.12.1. Superior has received no actual notice of, and has no other knowledge of, any litigation, claim or proceeding of any type, pending or currently threatened, which in any manner affects the Six Units; and 2.12.2. Superior has received no actual notice, and has no other knowledge of. any current, existing violations of any federal, state or local law, code, ordinance, rule, regulation, or requirement affecting the Six Units; and 2.12.3. Superior has the full right, power and authority to transfer and convey the Six Units to Louisville as provided in tiffs Agreement and to carry out Superior's obligations under this Agreement; and 2.12.4. To Superior's actual knowledge, each and every document, schedule, item and other information delivered or to be delivered by Superior to Louisville hereunder, or made available to Louisville for inspection hereunder, shall be tree, accurate and correct; and 2.12.5. To Superior's actual knowledge, Superior has not entered into any agreements with any private persons or entity or with any governmental or quasi-governmental entity with respect to the Six Units that may result in liability or expenses to Louisville upon Louisville's acquisition of all or any portion of the Six Units; and 2.12.6. Superior has received no actual notice of any special NCWCD or Subdistrict assessments proposed as to the Six Units; and 2.12.7. To Superior's actual knowledge, the execution and delivery of this Agreement and the performance of all of the obligations of Superior thereunder will hot result in a breach of or constitute a default under any agreement entered into by Superior or under any covenant or restriction affecting the Six Units; and 2.12.8. Superior has not abandoned or intended to abandoned the Six Units during Superior's ownership of the Six Units. The foregoing representations and warranties shall not be construed to extend to any matter subject to an approval contingency item enumerated in Section 2.5. 7