Developer Representations, Warranties and Covenants Sample Clauses
Developer Representations, Warranties and Covenants. Developer represents, warrants and covenants that:
(a) Developer is a limited liability company duly formed and validly existing in the State of Wisconsin, has the power and all necessary licenses, permits and franchises to own its assets and properties and to carry on its business, and is in good standing in the State of Wisconsin and all other jurisdictions in which failure to do so would have a material adverse effect on its business or financial condition;
(b) Developer has full authority to execute and perform this Agreement and has obtained all necessary authorizations (whether by official board resolution or action, unanimous written consent in lieu of a meeting or otherwise) to enter into, execute, perform and deliver this Agreement;
(c) the execution, delivery, and performance of Developer’s respective obligations pursuant to this Agreement will not violate or conflict with (i) Developer’s articles of organization, operating agreement or any indenture, instrument or agreement by which it is bound, (ii) any other agreement to which Developer is a party, or (iii) any law applicable to Developer or the Project;
(d) this Agreement constitutes (and any instrument or agreement that Developer is required to give under this Agreement when delivered will constitute) legal, valid, and binding obligations of Developer enforceable against Developer in accordance with their respective terms;
(e) Developer will complete the development and construction of Developer Improvements and the Project in a good and workmanlike manner and in accordance with all acceptable statutes, ordinances and regulations, any restrictions of record and the Final Plans provided to the City regarding the Project;
(f) Developer will not make or consent to any material modifications to the Final Plans without the prior written consent of the City;
(g) Developer will discharge all claims for labor performed and materials, equipment, and services furnished in connection with the construction of Developer Improvements and the Project; nothing contained in this Agreement shall require Developer to pay any claims for labor, services or materials which it, in good faith, disputes and is currently and diligently contesting, provided, however, that Developer shall, within ten (10) calendar days after the filing (or the assertion) of any claim of lien that is disputed or contested by ▇▇▇▇▇▇▇▇▇, obtain and record (if required by the City) a surety bond sufficient to release said claim or lien or ...
Developer Representations, Warranties and Covenants. The Developer represents, warrants, and covenants to the City and the Underwriter that:
Developer Representations, Warranties and Covenants. 6.1. Developer acknowledges and herewith warrants for the entire term of the Agreement that:
6.1.1. Developer complies with the provisions as being set forth in section 5;
6.1.2. Developer is solely responsible, and that Hilti has no responsibility or liability of any kind, for the functioning, content, development, operation, support or maintenance of any Developer Application and of Developer`s use of the Hilti Services and any Customer Data;
6.1.3. Developer is solely responsible for (i) the entire development, technical installation, support and operation of any of its Developer Applications; (ii) creating and displaying information and content on, through or within any of its Developer Applications; (iii) ensuring that all of its Developer Applications are in compliance with the applicable laws and do not, particularly, but not limited to, violate or infringe the Intellectual Property Rights of Hilti and/or of any third party; (iv) ensuring that all of its Developer Applications are not offensive, profane, obscene, libelous or otherwise illegal; (v) ensuring that the Developer Application is secure according to the applicable industry standards and that no (a) unauthorized access to the Developer Application or to the Hilti Services, any Customer Data is given and that no (b) malicious software is introduced to them;
6.1.4. Developer has obtained the prior written consent in accordance the respective contractual- (e.g. confidentiality) and with the applicable law requirements (e.g. data protection laws) of: (i) the respective Hilti Customer for the transmission of the Customer Data from the Hilti Application of such Hilti Customer via the Hilti API to the Developer Application and vice versa and of (ii) all End-Users of such Hilti- and Developer Application;
6.1.5. Developer to be solely - responsible for the privacy, security and integrity of the Customer Data and to maintain and handle all Customer Data in accordance with privacy and security measures adequate to preserve the confidentiality and security of all Customer Data and all applicable privacy laws and regulations, and in no event less protective than the measures and policies set forth in the Hilti Privacy Policy;
6.1.6. Developer will not (i) modify the content of Customer Data in a manner that adversely affects the integrity of Customer Data; (ii) disclose Customer Data to any third party; or (iii) use Customer Data for any other purpose as those being set forth in this Agreement and/or i...
Developer Representations, Warranties and Covenants. Developer warrants, represents and covenants to Barrie that:
a. Developer is a corporation duly constituted under the laws of Ontario, with full power and authority to enter into and perform all of its respective obligations under this Agreement;
b. As of Closing, all necessary corporate action will have been taken by Developer to validly approve, ratify, confirm and adopt this Agreement of Purchase and Sale and to authorize the execution of all documents contemplated or required herein and the performance of all acts and consummation of all transactions on the part of Developer to be done or performed hereunder;
c. Developer shall file a site plan application for site plan approval within 6 months of the Closing Date;
d. The plans submitted by Developer in respect of the Site Plan application will be in accordance with the Design Concept as defined in section 3 (Conditions);
e. Developer shall commence construction of at least 50,000 square feet of floor area on the Property within 10 months of site plan approval. “Commences construction” for the purposes of this section is defined as the date: (a) by which a building permit has been issued for the development of the Property; and (b) the developer has begun construction of foundations (“shovel in the ground”).
Developer Representations, Warranties and Covenants. In order to induce the City to enter into this Agreement and as consideration for, among other things, the execution, delivery and sale of the Bonds by the City and the purchase of the Bonds by the Underwriter, the Developer represents, warrants and covenants to the Underwriter and the City that:
Developer Representations, Warranties and Covenants. As a material inducement to City to enter into this Agreement, Developer represents and warrants to City:
Developer Representations, Warranties and Covenants