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. The Developer hereby represents as follows:
(a) The Developer is a 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. 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 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 Project at an approximate cost of $27,000,000.
(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 Project or the Infrastructure Improvements. 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 Project or the Infrastructure Improvements.
(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 ability to perform its obligations hereunder in any material respect, 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 Project.
(g) The Developer acknowledges and agrees that...
Developer Representations. Developer represents and warrants to Delano as follows:
a. Developer, after closing, shall be the fee owner of the Property free and clear of all mortgages, liens and encumbrances, with the exception of the following mortgage: . Developer has obtained an agreement from the mortgagee, in a form acceptable to Delano, consenting to this Development Agreement, and the filing thereof with the Xxxxxx County Recorder as a first lien against the Property.
b. Developer is authorized to enter into this Development Agreement and to bind itself to all of the terms, conditions and obligations of this Development Agreement.
Developer Representations. Developer, acknowledging that each provision in this Section 2.6 is material and is being relied upon by City, represents and warrants the following to City for the purpose of inducing City to enter into this Agreement and to consummate the transactions contemplated hereby, all of which shall be true as of the date hereof and as of the Close of Escrow for each Phase and which shall survive the Close of Escrow for that Phase and delivery of the Deed conveying title to that Phase pursuant to this Agreement:
2.6.1 Developer has the legal power, right and authority to enter into this Agreement and the instruments and documents referenced herein, to consummate the transactions contemplated hereby, to take any steps or actions contemplated hereby, and to perform its obligations hereunder.
2.6.2 All requisite action has been taken by Developer and all requisite consents have been obtained by Developer in connection with entering into this Agreement and the instruments and documents referenced herein, and the consummation of the transactions contemplated hereby.
2.6.3 To the best knowledge of Developer, the execution, delivery and performance by Developer of this Agreement will not violate any provision of law, any order of any court or other agency of government, or any indenture, agreement or other instrument to which Developer is a party or by which Developer or any of its properties is bound.
2.6.4 This Agreement is, and all agreements, instruments and documents to be executed by Developer pursuant to this Agreement shall be, duly executed by and are, or shall be, valid and legally binding upon Developer and enforceable in accordance with their respective terms, and the execution and delivery thereof shall not, with due notice or the passage of time, constitute a default under or violate the terms of any indenture, agreement or other instrument to which Developer is a party.
2.6.5 Developer understands, agrees and acknowledges that, except for the express representations and warranties of City in this Agreement, (i) it is purchasing the Property in “AS-IS/WHERE-IS” condition, and (ii) City does not make, has not made and will not make, any representations or warranties, express or implied, concerning the physical or Environmental Condition of the Property, or its fitness for any particular use or purpose. Developer represents and warrants that Developer will have had the opportunity to make (and hereby covenants to have made), prior to the first Close of Escro...
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.
