By the Developer. The Developer represents, warrants, covenants and agrees as the basis for the undertakings on its part herein contained that:
(1) The Developer is a limited liability company duly organized and existing under the laws of the State of Delaware and authorized to transact business in Missouri and has power to enter into, and by proper action has been duly authorized to execute, deliver and perform, this Agreement.
(2) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction, agreement or instrument to which the Developer is now a party or by which the Developer is bound.
(3) There are no lawsuits either pending or threatened that would affect the ability of the Developer to proceed with the completion or operation of the District Project.
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. The Developer represents, warrants, covenants and agrees as the basis for the undertakings on its part herein contained that:
(1) The Developer is a limited liability company duly organized and existing under the laws of the State of Missouri and has power to enter into, and by proper action has been duly authorized to execute, deliver and perform, this Agreement.
(2) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction, agreement or instrument to which the Developer is now a party or by which the Developer is bound.
(3) There are no lawsuits either pending or threatened that would affect the ability of the Developer to proceed with the completion or operation of the 3650-3660 X. Xxxxxxxx Redevelopment Project.
By the Developer 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. (i) The Developer obtaining the approval of its Board of Directors for entering into the JVA with the Proprietor;
(ii) The Developer obtaining the approval of its shareholders (if applicable) for entering into the JVA with the Proprietor;
(iii) The Developer to furnish Corporate Guarantee from its holding company for the guarantee of the prompt payment of the balance of Proprietor’s Consideration Sum as provided in Schedule A of the JVA; and
(iv) The Developer shall secure a financing facility that is ready to be draw downed.
By the Developer. Before the Closing, the Developer shall deposit with Escrow Holder the following (collectively, the “Developer’s Deliveries”):
(i) Immediately available funds in the amount described in Section 2(b) of this Exhibit C;
(ii) A Preliminary Change of Ownership Report completed and executed by the Developer;
(iii) Two (2) original counterparts of the General Assignment, executed by the Developer;
(iv) An estimated closing statement prepared by Escrow Holder and approved by the Developer; and
(v) Such other documents and instruments as may be reasonably required of the Developer by the Title Company or the Escrow Holder in order to consummate the purchase and sale of the Sale Property.
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 hereby makes the following representations and undertakings:
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.
By the Developer. The Developer represents and warrants to the Village as follows:
1. The Developer has the authority and the legal right to make, deliver, and perform this Agreement, and has taken or will take all necessary actions and obtained all required consents and approvals to authorize the execution, delivery, and performance of this Agreement.
2. To the best of the knowledge of the legal representatives of the Developer, the execution, delivery, and performance of this Agreement is not prohibited by any requirement of law or under any contractual obligation of the Developer, will not result in a breach or default under any agreement to which the Developer is a party or is bound, and will not violate any restriction, court order, or agreement to which the Developer is subject.
3. The parties executing this Agreement on behalf of the Developer and executing and delivering any other agreement or other item contemplated by this Agreement or otherwise required to fulfill the Developer's obligations under this Agreement, have full authority to bind the Developer to such obligations and to so act on behalf of the Developer.
4. No information, exhibit or report furnished by the Developer to the Village in connection with this Agreement contains or will contain any misstatement of material fact, or omits or will omit to state any fact necessary to make the statements contained therein not materially misleading. The Developer has provided all information requested by the Village, and such information is complete and accurate in all material respects. There is no fact known to the Developer which could materially adversely affect or which might in the future, in the Developer’s reasonable judgment, materially adversely affect the assets, properties or financial condition of the Developer.
