Laserfiche WebLink
<br />the accuracy, in all material respects and as of the Closing Date, <br />of all the representations and warranties required by this <br /> <br />Agreement made by CITY to LCRA or, to the extent applicable, <br /> <br />setting forth in such certificate any exceptions or qualifications <br /> <br />necessary to make such representations and warranties accurate in <br /> <br />all material respects as of the Closing Date¡ provided, however, <br /> <br />that in the event such certificate sets forth any such exception <br />or qualification (including without limitation, any qualification <br /> <br />or limitation arising out of or related to any action, suit, <br /> <br />inquiry or proceeding not set forth in the most recent financial <br /> <br />statements and audit report of CITY delivered to LCRA), this <br />condition to Closing shall not be deemed to have been fulfilled, <br /> <br />unless waived by LCRA at or prior to the Closing. <br /> <br />(c) <br /> <br />CITY shall have performed and complied with all <br /> <br />agreements, covenants and conditions required by this Agreement to <br /> <br />be performed or complied with by it prior to or at the Closing <br />provided in this Agreement. <br /> <br />(d) <br /> <br />Counsel for the City (Sawtelle, Goode, Davidson and <br /> <br />Troilo, A Professional Corporation) shall have delivered an <br /> <br />opinion, dated the Closing Date, as to all the matters contained <br /> <br />within the representations and warranties relating to (1) the <br />organization of CITY, (2) CITY's authority relative to, and the <br /> <br />validity and enforceability of, this Agreement, and () litigation <br /> <br />matters. <br /> <br />The form of such counsel's opinion is marked as Exhibit <br /> <br />14. <br />