Developer Representations. All representations and warranties made by the Developer in this Agreement shall be true and correct as of the date of this Agreement and the Close of Escrow subject to the Developer’s right to modify its representations as set forth in Section 206 below.
Developer Representations. Developer represents and warrants that all assignments (if any) of the right to Refund to a third party has been presented to the Utilities Commission, and the Developer has not assigned the right to the Refund to a third party without the approval of such assignment by the Utilities Commission.
Developer Representations. By submitting a substitution request, Developer is representing to City all of the following: (i) Developer has investigated the proposed product and determined that in all respects the proposed product meets or exceeds the specified product; (ii) Developer is providing the same or better warranty for the proposed product as was available for the specified product; (iii) Developer shall coordinate installation and make any other necessary modifications which may be required for work to be complete in all respects, and make any other necessary modifications which may be required for work to be complete in all respects; and (iv) Developer shall waive any claims for additional costs related to the substituted product.
Developer Representations. Developer hereby represents as follows:
a. Developer is a Montana limited liability company, duly formed, validly existing and in good standing under the laws of the State and is duly qualified to do business in the State.
b. The Developer has duly authorized the execution of this Agreement and the performance of its obligations hereunder, and 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, is prevented, limited by or conflicts with or results in a breach of, any indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing.
c. Developer has the financial capability or commitments to complete the Project and the Public Improvements at a cost estimated to be $60,000,000.
d. Developer has been permitted access to the Fox Site and has conducted its reasonable due diligence with respect to the Fox Site.
e. There are no pending or threatened legal proceedings of which the Developer has knowledge which seek to restrain or enjoin the transactions contemplated by the Agreement or which question the authority of the Developer to execute and deliver this Agreement or the validity of this Agreement.
Developer Representations. Developer represents to Distributor that it has full right and authority to enter into this Agreement. This Agreement and Developer's performance hereunder, do not conflict with or cause a breach under any agreement, license or other instrument, or law, rule, order or regulation to which the Developer is bound or subject. Developer further represents to Distributor that it has good and valid title to the Software code and to grant the License, free and clear of any claims, encumbrance, rights and obligations.
Developer Representations. The Developer represents and warrants that:
Developer Representations. Developer hereby represents, warrants, and covenants to the Town as follows:
(a) Developer is a limited liability company, duly formed, validly existing, and in good standing under the laws of the State of Maine.
(b) Developer has all requisite power and authority, has taken all actions required by its organizational documents and applicable law, and has obtained all necessary consents, to: (i) execute and deliver this Agreement; and (ii) consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized and properly executed and delivered and constitutes the valid and binding obligations of Developer, enforceable in accordance with its terms, subject to principles of equity, bankruptcy, insolvency, and other laws generally affecting creditors' rights and the enforcement of debtors' obligations.
(c) Developer shall be responsible for obtaining all necessary licenses, permits, approvals or other certifications necessary for Developer to perform its obligations under this Agreement.
(d) There are no violations of any federal, state or municipal laws, ordinances with regard to any portion of the Project and no written notice of any such violation has been issued by any governmental authority.
(e) There are no pending legal proceedings or administrative actions of any kind or character materially and adversely affecting the Developer’s ability to enter into this Agreement or acquire an interest in the Project Area.
Developer Representations. Developer represents and warrants to Delano as follows:
a. Developer is the fee owner of the Property free and clear of all mortgages, liens and encumbrances, with the exception of Developer’s development loan mortgage.
b. Developer is authorized to enter into this Agreement and to bind itself to all of the terms, conditions and obligations of this Agreement.
Developer Representations. Each of Itochu and Oishi hereby represent, warrant and covenant that:
(a) It is a company duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;
(b) It has the power and authority to enter into and be bound by the terms and conditions of this Agreement and to perform its obligations hereunder and to execute this Agreement on behalf of itself and its Affiliates and to so bind itself and its Affiliates to the terms and conditions of this Agreement;
(c) It has taken all necessary action on its part to authorize the execution and delivery of this Agreement and this Agreement has been duly executed and delivered on behalf of itself and its Affiliates and constitutes a legal, valid, binding obligation, enforceable against itself and its Affiliates in accordance with its terms;
(d) It is subject to no legal, contractual or other restrictions, limitations or conditions which conflict with its rights and obligations under this Agreement or which would reasonably be expected to affect adversely its ability to perform hereunder;
(e) It shall comply with all applicable anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”), as amended, and anti-bribery laws in the countries where Developer has its principal place of business and where it conducts activities under this Agreement. Without limiting the generality of the foregoing, it shall not (i) promise, offer, or give (and has not promised, offered or given) anything of value to any government employee or individual acting in an official capacity for the purpose of securing any improper or undue advantage, (ii) accept or receive (and has not accepted or received) any unlawful contributions, payments, expenditures, or gifts, (iii) do (and has not done) business with any country or Person that is the subject of sanctions imposed or administered by the U.S. Treasury Department’s Office of Foreign Assets Control or the UN Security Council or any governmental agency in a jurisdiction in which Developer is organized or doing business; or (iv) violate (and has not violated) any applicable U.S. or other export restriction, anti-boycott regulation, or other applicable laws. At the request of Scilex from time to time during the term of this Agreement, Developer shall provide written certification indicating its understanding and acceptance of its obligations to comply with anti-bribery laws, including the FCPA. Additionally, Developer shall use re...
Developer Representations. The Developer hereby represents as follows:
(a) The Developer is a Delaware limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business in the State of Montana. The Developer has the power to enter into this Agreement and by all necessary corporate action has duly authorized the execution and delivery of this Agreement.
(b) The Developer has or will have good marketable title to the Land, free and clear of all liens, encumbrances and defects except such as do not materially affect the value of the Land or materially interfere with the use made and proposed to be made of the Land by the Developer.
(c) The Developer has the financial capability or commitments to complete the Development and the Project.
(d) The Developer is not aware of any facts the existence of which would cause the Developer to be in violation in any material respect of any Environmental Laws and Regulations applicable to the Development or the Project. The Developer has not received from any local, state or federal official any notice or communication indicating that the activities of the Developer have been, may be or will be in violation of any Environmental Laws and Regulations applicable to the Development or the Project.
(e) 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 hereof is prohibited or limited by, conflicts with or results in a breach of the terms, conditions or provisions of the certificate of formation, partnership agreement or operating agreement of the Developer or any evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing.
(f) There is no action, suit, investigation or proceeding now pending or, to the knowledge of the Developer, threatened against or affecting the Developer or its business, operations, properties or condition (financial or otherwise) before or by any governmental department, commission, board, authority or agency, or any court, arbitrator, mediator or grand jury, that could, individually or in the aggregate, materially and adversely affect the ability of the Developer to complete the Development.
(g) The Developer acknowledges and agrees that the sole source of funds for reimbursing the Developer under...
