Common use of Developer Representations, Warranties and Covenants Clause in Contracts

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 use commercially reasonable efforts to complete the development and construction of Developer Improvements and the Project in a good and workmanlike manner and in accordance with all applicable 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 thirty (30) calendar days after the filing (or the assertion) of any claim of lien that is disputed or contested by Xxxxxxxxx, obtain and record (if required by the City) a surety bond sufficient to release said claim or lien or provide the City with other such assurances that the City may require; (h) Developer will take all commercially reasonable steps to forestall claims of lien against the Developer Property (any part thereof or right or interest appurtenant thereto) or any personal property and fixtures located or used in connection with the Developer Property; (i) Developer will maintain, at all times during construction, a policy of builder’s risk completed value and contractor’s multiple perils and public liability, extended coverage, vandalism and malicious mischief hazard insurance covering the Developer Property in at least the amount of the full replacement, completed value of the Project improvements on the Developer Property; (j) Developer will timely pay and discharge all taxes, assessments and other governmental charges upon the Developer Property when due, as well as claims for labor and materials which, if unpaid, may become a lien or charge upon the Developer Property; (k) Developer will promptly furnish to the City, during the term of this Agreement, written notice of any litigation affecting Developer and any claims or disputes which involve a material risk of litigation against Developer that could impact Developer being able to timely commence, timely continue or timely complete the Project; (l) Developer shall deliver to the City revised statements of estimated costs of the construction for Developer Improvements showing material changes in or variations from the original cost statement provided to the City within a reasonable time after such changes are known to Developer; (m) Developer shall provide to the City, promptly upon the City’s request, any information or evidence deemed reasonably necessary by the City related to performance of Developer under this Agreement to enable the City to timely and accurately complete any accounting or reporting requirements applicable to the City related to the transactions under this Agreement; (n) to Developer’s actual knowledge, no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Developer is pending or threatened, and no other event has occurred which may materially adversely affect Developer’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the City in writing; and (o) subject to the terms of this Agreement, it shall not at any time challenge or contest any assessment on the Developer Property by the City including, but not limited to, filing any objection under Wis. Stat. Section 70.47, Wis. Stat. Section 74.37, or any Department of Revenue related assessment proceeding, if such assessment is at or below the Guarantied Value.

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 use commercially reasonable efforts to complete the development and construction of Developer Improvements and the Project in a good and workmanlike manner and in accordance with all applicable 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 thirty ten (3010) calendar days after the filing (or the assertion) of any claim of lien that is disputed or contested by Xxxxxxxxx, obtain and record (if required by the City) a surety bond sufficient to release said claim or lien or provide the City with other such assurances that the City may require; (h) Developer will take all commercially reasonable steps to forestall claims of lien against the Developer Property (any part thereof or right or interest appurtenant thereto) or any personal property and fixtures located or used in connection with the Developer Property; (i) Developer will maintain, at all times during construction, a policy of builder’s risk completed value and contractor’s multiple perils and public liability, extended coverage, vandalism and malicious mischief hazard insurance covering the Developer Property in at least the amount of the full replacement, completed value of the Project improvements on the Developer Property; (j) Developer will timely pay and discharge all taxes, assessments and other governmental charges upon the Developer Property when due, as well as claims for labor and materials which, if unpaid, may might become a lien or charge upon the Developer Property; (k) Developer will promptly furnish to the City, during the term of this Agreement, written notice of any litigation affecting Developer and any claims or disputes which involve a material risk of litigation against Developer that could impact Developer being able to timely commence, timely continue or timely complete the ProjectDeveloper; (l) Developer shall deliver to the City revised statements of estimated costs of the construction for Developer Improvements showing material changes in or variations from the original cost statement provided to the City within a reasonable time after as soon as such changes are known to Developer; (m) Developer shall provide to the City, promptly upon the City’s request, any information or evidence deemed reasonably necessary by the City related to performance of Developer under this Agreement to enable the City to timely and accurately complete any accounting or reporting requirements applicable to the City related to the transactions under this Agreement; (n) to Developer’s actual knowledge, no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Developer is pending or threatened, and no other event has occurred which may materially adversely affect Developer’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the City in writing; (o) there are no delinquent outstanding personal property taxes, real estate taxes, or special assessments affecting the Property; and (op) subject to the terms of this Agreement, it shall not at any time challenge or contest any assessment on the Developer Property by the City including, but not limited to, filing any objection under Wis. Stat. Section 70.47, Wis. Stat. Section 74.37, or any Department of Revenue related assessment proceeding, if such assessment is at or below the Guarantied Value.

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 use commercially reasonable efforts to complete the development and construction of Developer Improvements and the Project in a good and workmanlike manner and in accordance with all applicable 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 thirty (30) calendar days after the filing (or the assertion) of any claim of lien that is disputed or contested by Xxxxxxxxx, obtain and record (if required by the City) a surety bond sufficient to release said claim or lien or provide the City with other such assurances that the City may require; (h) Developer will take all commercially reasonable steps to forestall claims of lien against the Developer Property (any part thereof or right or interest appurtenant thereto) or any personal property and fixtures located or used in connection with the Developer Property; (i) Developer will maintain, at all times during construction, a policy of builder’s risk completed value and contractor’s multiple perils and public liability, extended coverage, vandalism and malicious mischief hazard insurance covering the Developer Property in at least the amount of the full replacement, completed value of the Project improvements on the Developer Property; (j) Developer will timely pay and discharge all taxes, assessments and other governmental charges upon the Developer Property when due, as well as claims for labor and materials which, if unpaid, may become a lien or charge upon the Developer Property; (k) Developer will promptly furnish to the City, during the term of this Agreement, written notice of any litigation affecting Developer and any claims or disputes which involve a material risk of litigation against Developer that could impact Developer being able to timely commence, timely continue or timely complete the Project; (l) Developer shall deliver to the City revised statements of estimated costs of the construction for Developer Improvements showing material changes in or variations from the original cost statement provided to the City within a reasonable time after such changes are known to Developer; (m) Developer shall provide to the City, promptly upon the City’s request, any information or evidence deemed reasonably necessary by the City related to performance of Developer under this Agreement to enable the City to timely and accurately complete any accounting or reporting requirements applicable to the City related to the transactions under this Agreement; (n) to Developer’s actual knowledge, no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Developer is pending or threatened, and no other event has occurred which may materially adversely affect Developer’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the City in writing; and; (o) subject to the terms of this Agreement, it shall not at any time challenge or contest any assessment on the Developer Property by the City including, but not limited to, filing any objection under Wis. Stat. Section 70.47, Wis. Stat. Section 74.37, or any Department of Revenue related assessment proceeding, if such assessment is at or below the Guarantied Value; (p) at all times during the life of the District, the rents charged on each housing unit comprising the Project will not be more than the Affordable Rental Rates then in effect as of the date of the lease (and as of the date of each extension thereto) for the applicable housing unit type (e.g., one-bedroom unit, two-bedroom unit or three- bedroom unit); and (q) on or before February 15 of each calendar year during the life of the District, Developer shall provide the City with certified rent rolls of all leases on the Property as of December 31 of the immediately preceding calendar year.

Developer Representations, Warranties and Covenants. Developer represents, warrants and covenants that: (a) Developer it 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 it has full authority to execute and perform this Agreement and the Offer 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 execute and deliver this AgreementAgreement and the Offer; (c) the execution, delivery, and performance of Developer’s its respective obligations pursuant to this Agreement and/or the Offer will not violate or conflict with (i) Developer’s its 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 partynor will the execution, delivery, or (iii) performance of its obligations pursuant to this Agreement and/or the Offer violate or conflict with any law applicable to Developer it, the Offer or the Project; (d) this Agreement constitutes (and any instrument or agreement that Developer it is required to give under this Agreement (including, without limitation, the Offer) when delivered will constitute) legal, valid, and binding obligations of Developer it enforceable against Developer it in accordance with their respective terms; (e) Developer it will use commercially reasonable efforts to expeditiously complete the development and construction of Developer Improvements and the Project in a good and workmanlike manner and in accordance with all applicable acceptable statutes, ordinances and regulations, any restrictions of record and the Final Plans provided to the City regarding the Project; (f) Developer it will not make or consent to any material modifications to the Final Plans without the prior written consent of the City; (g) Developer it 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 it shall, within thirty ten (3010) calendar days after the filing (or the assertion) of any claim of lien that is disputed or contested by XxxxxxxxxDeveloper, obtain and record (if required by the City) a surety bond sufficient to release said claim or lien or provide the City with other such assurances that the City may require; (h) Developer it will take all commercially reasonable steps to forestall claims of lien against the Developer Property Apartment Parcel (any part thereof or right or interest appurtenant thereto) or any personal property and fixtures located or used in connection with the Developer PropertyApartment Parcel; (i) Developer it will maintain, at all times during construction, a policy of builder’s risk completed value and contractor’s multiple perils and public liability, extended coverage, vandalism and malicious mischief hazard insurance covering the Developer Property Apartment Parcel in at least the amount of the full replacement, completed value of the Project improvements on the Developer PropertyApartment Parcel; (j) Developer it will timely pay and discharge all taxes, assessments and other governmental charges upon the Developer Property Apartment Parcel when due, as well as claims for labor and materials which, if unpaid, may might become a lien or charge upon the Developer PropertyApartment Parcel; (k) Developer it will promptly furnish to the City, during the term of this Agreement, written notice of any litigation affecting Developer and any claims or disputes which involve a material risk of litigation against Developer that could impact Developer being able to timely commence, timely continue or timely complete the ProjectDeveloper; (l) Developer it shall deliver to the City revised statements of estimated costs of the construction for Developer Improvements showing material changes in or variations from the original cost statement provided to the City within a reasonable time after as soon as such changes are known to Developer; (m) Developer it shall provide to the City, promptly upon the City’s request, any information or evidence deemed reasonably necessary by the City related to performance of Developer under this Agreement to enable the City to timely and accurately complete any accounting or reporting requirements applicable to the City related to the transactions under this Agreement; (n) to Developer’s actual knowledge, no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Developer is pending or threatened, and no other event has occurred which may materially adversely affect Developer’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the City in writing; (o) there are no delinquent outstanding personal property taxes, real estate taxes, or special assessments affecting the Apartment Parcel; and (op) subject to the terms of this Agreement, it shall not at any time challenge or contest any assessment on the Developer Property Apartment Parcel by the City including, but not limited to, filing any objection under Wis. Stat. Section 70.47, Wis. Stat. Section 74.37, or any Department of Revenue related assessment proceeding, if such assessment is at or below the Guarantied Value.

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 use commercially reasonable efforts to expeditiously complete the development and construction of Developer Improvements and the Project in a good and workmanlike manner and in accordance with all applicable 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 thirty ten (3010) calendar days after the filing (or the assertion) of any claim of lien that is disputed or contested by Xxxxxxxxx, obtain and record (if required by the City) a surety bond sufficient to release said claim or lien or provide the City with other such assurances that the City may require; (h) Developer will take all commercially reasonable steps to forestall claims of lien against the Developer Property (any part thereof or right or interest appurtenant thereto) or any personal property and fixtures located or used in connection with the Developer Property; (i) Developer will maintain, at all times during construction, a policy of builder’s risk completed value and contractor’s multiple perils and public liability, extended coverage, vandalism and malicious mischief hazard insurance covering the Developer Property in at least the amount of the full replacement, completed value of the Project improvements on the Developer Property; (j) Developer will timely pay and discharge all taxes, assessments and other governmental charges upon the Developer Property when due, as well as claims for labor and materials which, if unpaid, may might become a lien or charge upon the Developer Property; (k) Developer will promptly furnish to the City, during the term of this Agreement, written notice of any litigation affecting Developer and any claims or disputes which involve a material risk of litigation against Developer that could impact Developer being able to timely commence, timely continue or timely complete the ProjectDeveloper; (l) Developer shall deliver to the City revised statements of estimated costs of the construction for Developer Improvements showing material changes in or variations from the original cost statement provided to the City within a reasonable time after as soon as such changes are known to Developer; (m) Developer shall provide to the City, promptly upon the City’s request, any information or evidence deemed reasonably necessary by the City related to performance of Developer under this Agreement to enable the City to timely and accurately complete any accounting or reporting requirements applicable to the City related to the transactions under this Agreement; (n) to Developer’s actual knowledge, no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Developer is pending or threatened, and no other event has occurred which may materially adversely affect Developer’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the City in writing; (o) there are no delinquent outstanding personal property taxes, real estate taxes, or special assessments affecting the Property; and (op) subject to the terms of this Agreement, it shall not at any time challenge or contest any assessment on the Developer Property by the City including, but not limited to, filing any objection under Wis. Stat. Section 70.47, Wis. Stat. Section 74.37, or any Department of Revenue related assessment proceeding, if such assessment is at or below the Guarantied Value.