Common use of City Representations and Covenants Clause in Contracts

City Representations and Covenants. City hereby represents and warrants as of the Effective Date and as of the Closing Date as follows: City is duly organized and validly existing under the laws of the State of its organization. City has full power and authority to execute and deliver this Agreement and the documents contemplated hereby and to consummate the transaction contemplated hereby; City's performance of this Agreement and the transactions contemplated hereby have been duly authorized by all requisite action on the part of City and the individuals executing this Agreement and the documents contemplated hereby on behalf of City have full power and authority to legally bind City; This Agreement has been duly and properly executed on behalf of City, and neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in a default (or an event that, with notice or the passage of time or both, would constitute a default) under, a violation or breach of, a conflict with, a right of termination of , or an acceleration of indebtedness under or performance required by , any note, indenture, license, lease, franchise, mortgage , deed of trust or other instrument or agreement to which City is a party or by which City is bound ; City has granted no lease, licenses or other occupancy agreements with respect to the Developer Parcel which have not otherwise terminated or expired by their terms prior to the Closing Date; There are no other agreements relating to the occupancy, use of the Developer Parcel to which City is a party which shall survive Closing; To City's knowledge , there is no litigation or governmental proceeding (including, but not limited to any condemnation proceeding) pending or, threatened with respect to the Developer Parcel or with respect to City which impairs City's ability to perform its obligations under this Agreement; To the best of City's knowledge, the Developer Parcel is not in violation of any Law , ordinances, regulations, statutes, rules and restrictions pertaining to or affecting the Developer Parcel; There is no pending or, to City's knowledge, threatened condemnation or similar proceeding or rezoning affecting the Developer Parcel or any portion thereof, nor to City's knowledge is any such action contemplated; To City's knowledge, there has not occurred on the Developer Parcel any handling, storage, treatment or disposal on, in or about the Developer Parcel of any hazardous, toxic or infectious substances, materials or wastes, solid waste, toxic chemicals, or any other material regulated pursuant to any law meant for the protection of health, safety or the in violation of applicable laws. The representations and warranties of the City are limited by any matters disclosed to the Developer in this Agreement, including but not limited to the Meijer covenants or as may be reasonably discovered by the Developer during the Contingency Period.

City Representations and Covenants. a) City hereby represents that it has obtained, or will timely obtain prior to the Commencement Date, all required approvals and has the authority to enter into this Agreement and perform all obligations required hereunder. b) City represents and warrants that the Premises as constructed is suitable for its current use and City is not aware of any latent defects in or to the Premises and, to the best of City’s knowledge following due inquiry, no repairs are required to be made to the Premises other than such items as may have been previously disclosed in writing to Manager. c) A true and correct inventory of all assets, personal property and equipment currently used and required for the operation of the Premises as currently conducted is attached at Exhibit “B” hereto and incorporated by reference (the “Transferred Equipment”). City has not moved or caused any other person to move any of the Transferred Equipment since April 1, 2020. d) City shall sell and transfer the Transferred Equipment to Manager on the date hereof for a purchase price of One Dollar ($1.00) in accordance with a xxxx of sale to be entered into by the parties as of the Effective Date date hereof in connection with this Agreement. e) City further represents and as of the Closing Date as follows: City is duly organized and validly existing under the laws of the State of its organization. City has full power and authority to execute and deliver this Agreement and the documents contemplated hereby and to consummate the transaction contemplated hereby; City's performance of this Agreement and the transactions contemplated hereby have been duly authorized by warrants that all requisite action on the part of City and the individuals executing this Agreement and the documents contemplated hereby on behalf of City have full power and authority to legally bind City; This Agreement has been duly and properly executed on behalf of City, and neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in a default (or an event that, with notice or the passage of time or both, would constitute a default) under, a violation or breach of, a conflict with, a right of termination of , or an acceleration of indebtedness under or performance required by , any note, indenture, license, lease, franchise, mortgage , deed of trust or other instrument or agreement to which City is a party or by which City is bound ; City has granted no lease, licenses or other occupancy agreements with respect to the Developer Parcel which have not otherwise terminated or expired by their terms prior to the Closing Date; There are no other agreements relating to the occupancy, use Premises or the operation thereof will be terminated by City prior to the Commencement Date except to the extent referenced at Exhibit “C” attached hereto and incorporated by reference. f) Upon the expiration or earlier termination of the Developer Parcel to which City is a party which shall survive Closing; To City's knowledge Initial Term or the first Extension Term, there is no litigation or governmental proceeding (including, but not limited to any condemnation proceeding) pending the Alterations constructed on the property by Manager with an initial cost of at least $1,000 individually or, threatened if a project, in the aggregate of at least $5,000, shall be transferred to City by virtue of a xxxx of sale. Concurrently with respect the delivery of such xxxx of sale, City shall pay Manager a sum equal to the Developer Parcel or with respect to initial cost of the Alterations, provided, however, that if both Extension Terms are exercised and the second Extension Term is completed and not terminated by the City which impairs City's ability to perform its obligations under this Agreement; To the best of City's knowledgefor any reason other than payment default by Manager, the Developer Parcel is not in violation of any Law , ordinances, regulations, statutes, rules requirement for such payment shall be waived and restrictions pertaining to or affecting the Developer Parcel; There is no pending or, to City's knowledge, threatened condemnation or similar proceeding or rezoning affecting City shall pay the Developer Parcel or any portion thereof, nor to City's knowledge is any fair market value for such action contemplated; To City's knowledge, there has not occurred on Alternations at the Developer Parcel any handling, storage, treatment or disposal on, in or about the Developer Parcel of any hazardous, toxic or infectious substances, materials or wastes, solid waste, toxic chemicals, or any other material regulated pursuant to any law meant for the protection of health, safety or the in violation of applicable laws. The representations and warranties termination of the City are limited second Extension Term, with the fair market value being determined by any matters disclosed subtracting all depreciation allocated to the Developer in this AgreementAlterations as of such date from the initial costs of the Alterations which amount shall be due from City to Manager upon termination of the second Extension Term. If Manager terminates the Agreement for any reason other than the default of the City, including but not limited prior to the Meijer covenants or conclusion of both of Extension Terms, the City shall pay the fair market value of the Alterations, as may be reasonably discovered by described above, at the Developer during time of the Contingency Periodtermination.

City Representations and Covenants. City hereby represents and warrants as of the Effective Date and as of the Closing Date as follows: City is duly organized and validly existing under the laws of the State of its organization. City has full power and authority to execute and deliver this Agreement and the documents contemplated hereby and to consummate the transaction contemplated hereby; City's performance of this Agreement and the transactions contemplated hereby have been duly authorized by all requisite action on the part of City and the individuals executing this Agreement and the documents contemplated hereby on behalf of City have full power and authority to legally bind City; This Agreement has been duly and properly executed on behalf of City, and neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in a default (or an event that, with notice or the passage of time or both, would constitute a default) under, a violation or breach of, a conflict with, a right of termination of , or an acceleration of indebtedness under or performance required by , any note, indenture, license, lease, franchise, mortgage , deed of trust or other instrument or agreement to which City is a party or by which City is bound ; City has granted no lease, licenses or other occupancy agreements with respect to the Developer Parcel which have not otherwise terminated or expired by their terms prior to the Closing Date; There are no other agreements relating to the occupancyoccupancy or, use of the Developer Parcel to which City is a party which shall survive Closing; To City's knowledge , there is no litigation or governmental proceeding (including, but not limited to any condemnation proceeding) pending or, threatened with respect to the Developer Parcel or with respect to City which impairs City's ability to perform its obligations under this Agreement; To the best of City's knowledge, the Developer Parcel is not in violation of any Law , ordinances, regulations, statutes, rules and restrictions pertaining to or affecting the Developer Parcel; There is no pending or, to City's knowledge, threatened condemnation or similar proceeding or rezoning affecting the Developer Parcel or any portion thereof, nor to City's knowledge is any such action contemplated; To City's knowledge, there has not occurred on the Developer Parcel any handling, storage, treatment or disposal on, in or about the Developer Parcel of any hazardous, toxic or infectious substances, materials or wastes, solid waste, toxic chemicals, or any other material regulated pursuant to any law meant for the protection of health, safety or the in violation of applicable laws. The representations and warranties of the City are limited by any matters disclosed to the Developer in this Agreement, including but not limited to the Meijer covenants or as may be reasonably discovered by the Developer during the Contingency Period.. The representations of the City herein shall survive the Closing for one year

City Representations and Covenants. (a) City hereby represents and warrants as of the Effective Date and as of the Closing Date as follows: City is duly organized and validly existing under the laws of the State of its organization. City has full power and authority to execute and deliver this Agreement and the documents contemplated hereby and to consummate the transaction contemplated hereby; City's ’s performance of this Agreement and the transactions contemplated hereby have been duly authorized by all requisite action on the part of City and the individuals executing this Agreement and the documents contemplated hereby on behalf of City have full power and authority to legally bind City; This Agreement has been duly and properly executed on behalf of City, and neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in a default (or an event that, with notice or the passage of time or both, would constitute a default) under, a violation or breach of, a conflict with, a right of termination of of, or an acceleration of indebtedness under or performance required by by, any note, indenture, license, lease, franchise, mortgage mortgage, deed of trust or other instrument or agreement to which City is a party or by which City is bound bound; City has granted no leaseleases, licenses or other occupancy agreements with respect to the Developer Parcel which have not otherwise terminated or expired by their terms prior to the Closing Date; There are no other agreements relating to the occupancy, use of the Developer Parcel to which City is a party which shall survive Closing; To City's knowledge ’s knowledge, there is no litigation or governmental proceeding (including, but not limited to any condemnation proceeding) pending or, threatened with respect to the Developer Parcel or with respect to City which impairs City's ’s ability to perform its obligations under this Agreement; To the best of City's ’s knowledge, the Developer Parcel is not in violation of any Law laws, ordinances, regulations, statutes, rules and restrictions pertaining to or affecting the Developer Parcel; There is no pending or, to City's ’s knowledge, threatened condemnation or similar proceeding or rezoning affecting the Developer Parcel or any portion thereof, nor to City's ’s knowledge is any such action presently contemplated; To City's knowledge, there has not occurred on the Developer Parcel any handling, storage, treatment or disposal on, in or about the Developer Parcel of any hazardous, toxic or infectious substances, materials or wastes, solid waste, toxic chemicals, or any other material regulated pursuant to any law meant for the protection of health, safety or the in violation of applicable laws. The representations and warranties of the City are limited by any matters disclosed to the Developer in this Agreement, including but not limited to the Meijer covenants or as may be reasonably discovered by the Developer during the Contingency Period. (b) City covenants and agrees with Developer that from the Effective Date until the Closing Date, unless this Agreement is terminated:

City Representations and Covenants. (a) City hereby represents and warrants as of the Effective Date and as of the Closing Date as follows: City is duly organized and validly existing under the laws of the State of its organization. City has full power and authority to execute and deliver this Agreement and the documents contemplated hereby and to consummate the transaction contemplated hereby; City's ’s performance of this Agreement and the transactions contemplated hereby have been duly authorized by all requisite action on the part of City and the individuals executing this Agreement and the documents contemplated hereby on behalf of City have full power and authority to legally bind City; This Agreement has been duly and properly executed on behalf of City, and neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in a default (or an event that, with notice or the passage of time or both, would constitute a default) under, a violation or breach of, a conflict with, a right of termination of of, or an acceleration of indebtedness under or performance required by by, any note, indenture, license, lease, franchise, mortgage mortgage, deed of trust or other instrument or agreement to which City is a party or by which City is bound bound; City has granted no leaseleases, licenses or other occupancy agreements with respect to the Developer Parcel which have not otherwise terminated or expired by their terms prior to the Closing Date; There are no other agreements relating to the occupancy, use of the Developer Parcel to which City is a party which shall survive Closing; To City's knowledge ’s knowledge, there is no litigation or governmental proceeding (including, but not limited to any condemnation proceeding) pending or, threatened with respect to the Developer Parcel or with respect to City which impairs City's ’s ability to perform its obligations under this Agreement; To the best of City's ’s knowledge, the Developer Parcel is not in violation of any Law laws, ordinances, regulations, statutes, rules and restrictions pertaining to or affecting the Developer Parcel; There is no pending or, to City's ’s knowledge, threatened condemnation or similar proceeding or rezoning affecting the Developer Parcel or any portion thereof, nor to City's ’s knowledge is any such action presently contemplated; To City's knowledge, there has not occurred on the Developer Parcel any handling, storage, treatment or disposal on, in or about the Developer Parcel of any hazardous, toxic or infectious substances, materials or wastes, solid waste, toxic chemicals, or any other material regulated pursuant to any law meant for the protection of health, safety or the in violation of applicable laws. The representations and warranties of the City are limited by any matters disclosed to the Developer in this Agreement, including but not limited to the Meijer covenants Agreement or as may be reasonably discovered by the Developer during the Contingency Period. (b) City covenants and agrees with Developer that from the Effective Date until the Closing Date, unless this Agreement is terminated: