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- `, � , , <br /> 17. Representations bv ADM. ADM makes the following representations and <br /> warranties which are true and correct on the date of this Agreement and will be true on the <br /> Closing Date; <br /> (a) ADM is, and on the Closing Date will be, a corporation duly <br /> organized, validly existing and in good standing under the laws of <br /> the State of Delaware. It has the corporate power and authority to <br /> enter into this Agreement and to consummate the transactions <br /> contemplated herein; <br /> (b) The execution and delivery of this Agreement and the <br /> consummation of the transactions contemplated herein have been <br /> duly authorized and approved by its Board of Directors, and no <br /> further action by ADM is necessary for the validity and <br /> enforceability of this Agreement; <br /> (c) There is not now any litigation, suit, or regulatory agency <br /> proceeding pending, or to ADM's knowledge threatened, which <br /> might interfere with the sale and purchase contemplated hereby; <br /> and it will promptly notify the City in writing if any such litigation, <br /> suit or regulatory agency proceeding shall be instituted or <br /> threatened prior to the Closing Date. <br /> 18. Conditions to ADM's Obligations. The obligations of ADM to close under this <br /> Agreement are subject to the satisfaction of the following conditions precedent: <br /> (a) All representations and warranties of the City expressly stated on <br /> the face of this Agreement shall be true and correct as of the date <br /> of this Agreement, and shall be true and correct on and as of the <br /> -14- <br />