By the Developer. The Developer represents, warrants, covenants and agrees as the basis for the undertakings on its part herein contained that:
By the Developer. The Developer for itself and its successors and assigns, agrees to allow the City to move forward with the Undertakings as determined to be appropriate by the City and to follow all of the City’s ordinances and procedures and other state and local laws, rules, regulations and procedures with respect to the Undertakings and to promptly and completely respond to all reasonable requests of the City with respect to such matters.
By the Developer. (1) the furnishing or making by or on behalf of the Developer of any statement or representation in connection with or under this Agreement or any of the Related Agreements that is false or misleading in any material respect;
By the Developer. Developer hereby reserves the right, so long as Developer or any entity related to Developer owns any Lot or Residence Unit within and upon the Real Estate, to make any amendments to this Declaration, without the approval of any other person or entity, for any purpose reasonably deemed necessary or appropriate by the Developer, including without limitation: to bring Developer or this Declaration into compliance with the requirement of any statute, ordinance, regulation or order of any public agency having jurisdiction thereof; to conform with zoning covenants and conditions; to comply with the requirements of the Federal National Mortgage Association, the Government National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Department of Housing and Urban Development, the Veteran’s Administration or any other governmental agency or to induce any of such agencies to make, purchase, sell, insure or guarantee first mortgages; or to correct clerical or typographical errors in this Declaration or any amendment or supplement hereto; provided, however that in no event shall Developer be entitled to make any amendment which has a material adverse effect on the rights of any Mortgagee, or which substantially impairs the rights granted by this Declaration to any owner of substantially increases the obligations imposed by this Declaration on any Owner.
By the Developer. The Developer represents and warrants to the Village as follows:
By the Developer. Before the Closing, the Developer shall deposit with Escrow Holder the following (collectively, the “Developer’s Deliveries”):
By the Developer. The Developer shall not do any act or thing 666 that will create any Encumbrance except for any Permitted Developer Encumbrances against the 667 Parking System and shall promptly remove any Encumbrance against the Parking System, except 668 for any Permitted Developer Encumbrances unless the Encumbrance came into existence as a 669 result of an act of or omission by the City or a Person claiming through it which in turn was not 670 caused by an act or omission of the Developer. The Developer shall not be deemed to be in 671 default hereunder if the Developer continuously, diligently and in good faith contests any such 672 Encumbrance, or the validity thereof (or causes such contest), by appropriate legal proceedings 673 that shall operate to prevent the foreclosure of any such Encumbrance.
By the Developer. Whenever any Event of Default by the Authority occurs, the Developer may immediately suspend its performance under this Agreement and may take any one or more of the following actions after providing thirty (30) days prior written notice to the Authority of the Event of Default, but only if either the Event of Default has not been cured within thirty (30) days after the receipt of such written notice or, if the Event of Default reasonably cannot be cured within such thirty (30) day period, the Developer either has not commenced to cure such Event of Default during such thirty (30) day period or commenced to cure during such thirty (30) day period but is not continuing to pursue such cure in a reasonable manner or has not completed such cure within a reasonable time period:
By the Developer. The Developer shall indemnify and save the Owner harmless against any and all liabilities, claims, damages, interest, penalties, fines, monetary sanctions, losses (including pure economic losses), costs (direct and indirect), and expenses whatsoever (including, without limitation, counsel and solicitor’s fees on a substantial indemnity basis, reasonable costs of professional advisors, consultants and experts), except those damages, costs and expenses caused by the Owner’s omissions or negligence, arising from injury to property or injury to any person, firm, partnership or corporation, caused by the use, occupancy or presence of the Developer at, in, on or upon the Site, or the presence of any other person, firm, partnership or corporation at, in, on or upon the Site with the authorization of the Developer, throughout the Option Period. This indemnity shall survive indefinitely the expiration or earlier termination of this Option Agreement notwithstanding anything herein contained to the contrary.
By the Developer. The Developer may terminate this Agreement at any time during the Option Period upon giving thirty (30) days’ prior written notice to the Owner.
