Developer’s Representations and Warranties. Developer hereby represents and warrants to the Town that all of the following are true and correct as of the Effective Date: this Agreement has been duly authorized and executed by Developer as the legal, valid and binding obligation of Developer, and is enforceable as to Developer in accordance with its terms; the person executing this Agreement on behalf of Developer is duly authorized and empowered to execute and deliver this Agreement on behalf of Developer; to the best of Developer's knowledge, there is no pending or threatened litigation, administrative proceeding or other proceeding pending or threatened against Developer which, if decided or determined adversely, would have a material adverse effect on the ability of Developer to undertake its obligations under this Agreement nor, to the best of Developer's knowledge, is there any fact or condition of the Property known to Developer that may have a material adverse effect on Developer's ability to Develop the Property as contemplated; and neither the execution of this Agreement nor the consummation of the transaction contemplated by this Agreement will constitute a breach under any contract, agreement or obligation to which Developer is a party or by which Developer is bound or affected.
Developer’s Representations and Warranties. Developer makes the following representations and warranties to the City, each of which shall survive the execution and delivery of this Agreement:
A. Developer is a limited partnership duly organized and validly existing under the laws of the State of Florida, and has full power and capacity to own its properties, to carry on its business as presently conducted by Developer, and to enter into the transactions contemplated by this Agreement.
B. Developer’s execution, delivery and performance of this Agreement have been duly authorized by all necessary individual, partnership, corporate and legal actions and do not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which Developer or Developer’s property may be bound or affected.
C. Except as otherwise previously or concurrently disclosed to the City in writing, there are no actions, suits or proceedings now pending or (to the best of Developer’s knowledge) now threatened against or affecting Developer or its property before any court of law or equity or any administrative board or tribunal or before or by any governmental authority which would prohibit, restrict or otherwise interfere with Developer’s ability to enter this Agreement or carry out the provisions of this Agreement.
D. This Agreement constitutes the valid and binding obligation of Developer, enforceable against Developer, and its successors and assigns, in accordance with their respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally.
Developer’s Representations and Warranties. The Developer hereby represents and warrants as follows:
Developer’s Representations and Warranties. In addition to the other representations, warranties, covenants and agreements of Developer set forth in this Agreement, Developer represents and warrants as follows:
(a) Developer is a limited liability company duly organized and existing under the laws of the State of Illinois, and is authorized to enter into, and by proper action has been duly authorized to execute, deliver and perform, this Agreement. Developer is now and at all times hereafter shall be solvent, able to pay its debts as they mature and financially able to perform all of the terms of this Agreement. To Developer’s knowledge, there are no actions, suits or similar proceedings pending or threatened before any court or governmental or administrative body or agency affecting Developer which would result in any material adverse change to Developer’s financial condition or which would materially and adversely affect the ability of Developer to undertake and complete the Project.
(b) Neither the execution, delivery, nor performance of this Agreement or any other agreement or instrument executed and delivered by or on behalf of Developer in connection herewith, nor the consummation of performance of the obligations herein or therein contemplated, nor compliance with the terms and provisions hereof or thereof, contravenes the organizational documents of Developer or any provision of law, statute, rule, regulation, or order of any court or governmental authority to which Developer is subject, or any judgment, decree, franchise, order, or permit applicable to Developer, or conflicts or is inconsistent with or will result in any breach of or constitute a default under any contract, commitment, agreement, understanding, arrangement, or instrument.
(c) Developer will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and standing as a limited liability company under the laws of the State of Illinois, as long as Developer maintains an interest in the Subject Property or has any other remaining obligations pursuant to the terms of this Agreement.
(d) Developer covenants that no officer, director, shareholder, member, employee or agent of Developer, or any other person connected with Xxxxxxxxx, has made, offered or given, either directly or indirectly, to the Corporate Authorities or any other person connected with City, except for payments for which adequate and fair consideration was received in return, any money or anything of value as a gift or br...
Developer’s Representations and Warranties. Developer hereby represents and warrants to Owner as of the date hereof as follows:
(a) Developer is duly organized, validly existing and in good standing under the laws of the State of Missouri, and is authorized to conduct business in the State of Missouri. Developer has full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and has taken all necessary action, corporate or otherwise, to authorize the execution, delivery and performance of this Agreement, and this Agreement constitutes the legal, valid and binding obligation of Developer enforceable in accordance with its terms, subject to creditor’s rights, bankruptcy and any other equitable principles. The execution and delivery of this Agreement by the party signing on behalf of Developer has been duly authorized. No order, permission, consent, approval, license, authorization, registration or validation of, or filing with, or exemption by, any governmental agency, commission, board or public authority is required to authorize, or is required in connection with, the execution, delivery and performance of this Agreement.
(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder on the part of Developer do not and will not conflict with or result in the breach of any material terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the assets of Developer by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which Developer is a party or which is or purports to be binding upon Developer or which otherwise affects Developer, or which otherwise will not be discharged, assumed or released. No action by any federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon Developer in accordance with its terms.
(c) There are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws contemplated or filed by Developer or pending against Developer.
(d) All authorizations, approvals and consents, if any, required to be obtained from, and all registrations, declarations and filings, if any, required to be made with, all govern...
Developer’s Representations and Warranties. Developer represents and warrants that (i) Developer has full power and authority to enter into and perform this Agreement without violating any other agreement;
Developer’s Representations and Warranties. In order to induce the LRA to enter into the Agreement, Developer makes the following representations and warranties to the LRA, each of which shall survive the execution and delivery of the Agreement, and shall be and remain true and correct at all times, at least up to and until one (1) year after the submission of the Certificate of Final Completion:
11.1.1 Developer is a special partnership duly organized and validly existing under the laws of the Commonwealth of Puerto Rico; is duly authorized to transact business in the Commonwealth of Puerto Rico; has full power and capacity to own its properties; to carry on its businesses personally conducted by the developer; and to enter into the transaction contemplated by this Agreement.
11.1.2 Developer’s execution, delivery and performance of this Agreement have been duly authorized by all necessary individual, partnership, corporate and legal actions, and do not, and shall noy conflict with, or constitute, a default under any indenture, agreement or instrument to which Developer is a party or by which Developer or developer’s Property may be bound or affected.
11.1.3 There are no actions, suits, or proceedings pending or, to the best of Developer’s knowledge, now threatened against or affecting Developer or its Property before any court of law or equity, or any administrative board or tribunal or before or before any governmental authority.
11.1.4 Developer will make and devote its best good faith efforts to obtain all permits, licenses, approvals, and consents from, and make all filings with, any governmental which are necessary in connection with the execution and delivery of this Agreement, the performance and obligations of Developer hereunder, the enforcement of any provision of the Agreement, or the development, construction, and operation of the Project.
11.1.5 The Construction Documents, as defined in Section 3.4 of this Agreement, when delivered to the LRA for approval, shall be satisfactory to Developer as intended for the scope of the Project; and will be complete in all respects and contain all details necessary for the construction of the Project.
11.1.6 All construction work, when performed, will be performed substantially in accordance with the Construction Documents, and all applicable governmental requirements in an efficient, continuous, and diligent manner. All construction work shall be performed with good workmanship, and in observance of the prevailing construction techniques and const...
Developer’s Representations and Warranties. Developer represents and warrants to Owner that:
2.1 It is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
2.2 It has the requisite power and authority to carry on its business as now being conducted and as contemplated by this Agreement.
2.3 It has the power to execute, deliver and perform this Agreement, and the execution, delivery and performance of the terms and provisions of this Agreement on its part to be observed or performed have been duly authorized by all requisite corporate action on the part of Developer and will not (i) violate any provision of law, any order of any court or governmental instrumentality or other agency, or any indenture, agreement or other instrument to which it is a party or by which it is bound, (ii) be in conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument or (iii) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the assets of Developer.
Developer’s Representations and Warranties. Developer represents and warrants that, to the best of its knowledge, the following are accurate and true as of the Effective Date of this Agreement:
Developer’s Representations and Warranties. Developer hereby represents and warrants to Owner as of the date hereof as follows:
(a) Developer is duly organized, validly existing and in good standing under the laws of the State of Texas, and is authorized to conduct business in the State of Texas. Developer has full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and this Agreement constitutes the legal, valid and binding obligation of Developer enforceable in accordance with its terms, subject to creditor's rights, bankruptcy and any other equitable principles. The execution and delivery of this Agreement by the party signing on behalf of Developer has been duly authorized. No order, permission, consent, approval, license, authorization, registration or validation of, or filing with, or exemption by, any governmental agency, commission, board or public authority is required to authorize, or is required in connection with, the execution, delivery and performance of this Agreement.
(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder on the part of Developer do not and will not conflict with or result in the breach of any material terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the assets of Developer by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which Developer is a party or which is or purports to be binding upon Developer or which otherwise affects Developer, or which otherwise will not be discharged, assumed or released. No action by any federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon Developer in accordance with its terms.
(c) There are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws contemplated or filed by Developer or pending against Developer.
