Common use of Developer’s Representations and Warranties Clause in Contracts

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 construction codes of the Commonwealth of Puerto Rico, under the applicable laws, and regulations. There will be no structural defects or Hazardous Substances in the Project and when completed in accordance with the Approved Plans, the Project will not encroach upon any building line, setback line or any recorded or visible easement which exists with respect to the Property (except with the consent of the beneficiary of the easement which is evidenced by an instrument recorded among the appropriate public records). 11.1.7 The present and anticipated uses of the Property shall, prior to any construction and when completed, comply with all applicable governmental requirements and restrictive covenants, including without limitation all zoning, building, environmental, land use, noise abatement, occupational health and safety or other laws, any building or occupancy permit, any condition, grant, easement, covenant, or restriction, whether or not recorded. 11.1.8 Prior to commencement of construction, all zoning, platting, site planning, bonding, ecological, pollution control, environmental and other similar governmental requirements which are necessary for the commencement of construction of the project will be duly complied with by Developer; all licenses, approvals and permits required to commence and prosecute such work will be duly paid for by an issued to Developer. 11.1.9 Developer acknowledges that it is a knowledgeable and sophisticated builder and that it has previously reviewed the nature of this transaction and has thoroughly inspected the Property. In that regard, Developer has had the opportunity to engage professionals to conduct a complete and thorough on-site inspection of the Property including, without limitation, sampling and analysis of the soil, surface water, ground water and air, as deemed necessary, to determine the presence of Hazardous Substances and/or archaeological artifacts, and Developer has had ample opportunity to undertake an appropriate inquiry into the previous ownership and uses of the Property consistent with good commercial or customary practice in an effort to minimize liability with respect to Hazardous Substances. Developer is familiar with the status of the Property and all necessary governmental requirements for the intended development of the Project and Developer has determined that the Property is satisfactory to Developer in all respects. Developer further acknowledges and agrees that it has entered into the Agreement based solely upon Xxxxxxxxx's own independent investigations and inspections, and Developer has not relied, and will not rely on any representation of the LRA, either expressed or implied. The parties agree that the LRA has made no representation, warranty, covenant with respect to the Project or the Property upon which it is to be developed, and that the LRA is not and shall not be responsible, liable, or bound in any matter to Developer for any expressed or implied warranties, guaranties, statements, nor representations pertaining to the Project or the Property, except as otherwise may be specifically expressly set forth herein. For the purposes of this Section 11.1.9 the term “the LRA” shall include the Local Redevelopment Authority for Roosevelt Roads, and all its agents, directors, employees, consultants, attorneys, inspectors, and representatives.

Developer’s Representations and Warranties. In order Developer hereby represents and warrants the following for the benefit of Owner as of the Execution Date: (a) Developer is experienced in managing the construction of real estate projects similar in kind and nature to induce the LRA Improvements and has all the necessary licenses, if any, for the undertaking of such activities and the performance of its obligations hereunder; (b) The services performed by Developer and Developer's employees, agents, representatives and subcontractors, shall be performed in a prompt, diligent, competent, professional and workmanlike manner, and shall be performed by and under the supervision of qualified personnel utilizing professionally accepted standards; and (c) All materials and equipment to be furnished for the Improvements will be new unless otherwise agreed to in writing by Owner and shall be of quality and workmanship equal to or better than the quality of the materials and equipment incorporated in the Facility known as "Outlook Pointe at Harrisburg", located at 3560 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000. (d) Developer hereby represents and warrants that it is duly licensed, qualified, and insured to provide the services (as defined herein) in the state where the Real Property is located, and will at all times during the Term of this Agreement, remain so licensed, qualified, and insured as required under the terms of this Agreement. (e) The Developer is a corporation duly organized, validly existing and in good standing under the laws of the State of its incorporation, the Developer has the power, corporate and otherwise, to own or lease and operate its business and assets and conduct its business as such business is conducted. The Developer is duly qualified to do business as a domestic or foreign corporation and is in good standing in the State in which the Real Property is located. (f) The Developer has all necessary corporate power and authority and has taken all corporate action necessary to enter into this Agreement and to consummate the Agreementtransactions contemplated hereby and to perform its obligations hereunder. This agreement has been duly executed and delivered by the Developer and is the legal, valid and binding obligation of the Developer makes enforceable against the following representations and warranties to the LRA, each of which shall survive Developer in accordance with its terms. (g) Neither the execution and delivery of this Agreement nor 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 consummation of the Certificate transactions contemplated hereby will result (with or without the giving of Final Completion: 11.1.1 notice or the passage of time, or both) in (a) a breach of, or a default under, any material term or provision of the Articles of Incorporation or Bylaws of the Developer, each as amended to date and presently ln effect, or any material agreement, lease, license, financial commitment or other document or arrangement to which the Developer is a special partnership duly organized and validly existing under party or by which the laws of the Commonwealth of Puerto Rico; Developer 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 bound or affected, or (b) a violation by the developer; and Developer of any statute, rule, regulation, ordinance, code, order, judgment, writ, injunction, decree or award applicable to enter into the transaction contemplated by this AgreementDeveloper. 11.1.2 Developer’s (h) Except for the Entitlements and other approvals and permits contemplated in Paragraph 2.6 above, no other consent, approval or authorization of, or declaration, filing or registration with any governmental entity or any other person is required to be made or obtained by the Developer in connection with the 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 affectedthe consummation of the transactions contemplated hereby. 11.1.3 (i) There are is no actionsaction, suitssuit, inquiry, proceeding or proceedings investigation by or for any court or governmental or other regulatory or administrative agency or commission pending or, to the best of Developer’s knowledge, now or threatened against or affecting Developer or its Property before any court involving the Developer, which might undermine the validity of law or equity, this Agreement or any administrative board action taken or tribunal to be taken by the Developer pursuant to this Agreement 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 transactions contemplated by this Agreement, or which would have a material affect on this Agreement. (j) All financial data concerning the performance Developer furnished to Owner is true and correct and fairly presents the financial position of the Developer as of the dates and for such periods represented. The Developer has sufficient financial ability and resources to permit the Developer to perform, when due, all of its 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 construction codes of the Commonwealth of Puerto Rico, under the applicable laws, and regulations. There will be no structural defects or Hazardous Substances in the Project and when completed in accordance with the Approved Plans, the Project will not encroach upon any building line, setback line or any recorded or visible easement which exists with respect to the Property (except with the consent of the beneficiary of the easement which is evidenced by an instrument recorded among the appropriate public records). 11.1.7 The present and anticipated uses of the Property shall, prior to any construction and when completed, comply with all applicable governmental requirements and restrictive covenants, including without limitation all zoning, building, environmental, land use, noise abatement, occupational health and safety or other laws, any building or occupancy permit, any condition, grant, easement, covenant, or restriction, whether or not recorded. 11.1.8 Prior to commencement of construction, all zoning, platting, site planning, bonding, ecological, pollution control, environmental and other similar governmental requirements which are necessary for the commencement of construction of the project will be duly complied with by Developer; all licenses, approvals and permits required to commence and prosecute such work will be duly paid for by an issued to Developer. 11.1.9 Developer acknowledges that it is a knowledgeable and sophisticated builder and that it has previously reviewed the nature of this transaction and has thoroughly inspected the Property. In that regard, Developer has had the opportunity provided satisfactory evidence of such ability and resources to engage professionals to conduct a complete and thorough on-site inspection of the Property including, without limitation, sampling and analysis of the soil, surface water, ground water and air, as deemed necessary, to determine the presence of Hazardous Substances and/or archaeological artifacts, and Developer has had ample opportunity to undertake an appropriate inquiry into the previous ownership and uses of the Property consistent with good commercial or customary practice in an effort to minimize liability with respect to Hazardous Substances. Developer is familiar with the status of the Property and all necessary governmental requirements for the intended development of the Project and Developer has determined that the Property is satisfactory to Developer in all respects. Developer further acknowledges and agrees that it has entered into the Agreement based solely upon Xxxxxxxxx's own independent investigations and inspections, and Developer has not relied, and will not rely on any representation of the LRA, either expressed or implied. The parties agree that the LRA has made no representation, warranty, covenant with respect to the Project or the Property upon which it is to be developed, and that the LRA is not and shall not be responsible, liable, or bound in any matter to Developer for any expressed or implied warranties, guaranties, statements, nor representations pertaining to the Project or the Property, except as otherwise may be specifically expressly set forth herein. For the purposes of this Section 11.1.9 the term “the LRA” shall include the Local Redevelopment Authority for Roosevelt Roads, and all its agents, directors, employees, consultants, attorneys, inspectors, and representativesOwner.

Developer’s Representations and Warranties. In order Developer represents and warrants to induce the LRA City to the best of its knowledge and belief, as of the Effective Date and as of the date the Lease is executed by Xxxxxxxxx, as follows: 12.1.1 Execution of this Contract on behalf of Developer by the signatory hereto is duly authorized, Xxxxxxxxx has the full right and authority to enter into this Contract and all documents contemplated hereby, and the Agreementexecution, consent or acknowledgment of no other person is necessary in order to validate the execution of this Contract by Developer. Upon full execution, this Contract shall be valid, legally binding, and enforceable against Developer makes according to its terms. Developer and the following representations person signing below for Developer further represent and warranties warrant that there are no restrictions, agreements, or limitations on Developer’s right or ability to enter into and perform the LRA, each terms of which shall survive this Contract. 12.1.2 No consents or approvals are required to be obtained from any governmental body or agency for the execution and delivery of this Contract by Developer or, if required, 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 Agreementsame have been obtained. 11.1.2 Developer’s execution, delivery 12.1.3 All tax returns and performance reports of this Agreement Developer required by law to be filed have been duly authorized by filed and all necessary individualtaxes, partnershipassessments, corporate and legal actionscontributions, fees, and do notother governmental charges (other than those presently payable without penalty or interest and those currently being contested in good faith) upon Developer’s properties or assets or income which are due and payable have been paid, and shall noy conflict withDeveloper has submitted applicable State and federal tax clearance certificates prior to execution of this Contract. 12.1.4 Developer is not in violation of or in default with respect to any term or provision of any mortgage, indenture, contract, agreement, or constituteinstrument that materially and adversely affects or will materially and adversely affect the business or prospects or condition (financial or other) of Developer or the Project. The execution, delivery, performance of, and compliance with this Contract will not result in any such violation or be in conflict with or constitute a default under any such term or provision or result in the creation of any mortgage, lien, or charge on any of the properties or assets of Developer. There is no term or provision of a mortgage, indenture, agreement contract, agreement, or instrument applicable to which Developer is a party or by which Developer is bound which materially and adversely affects or developerwill materially and adversely affect the business or prospects or condition (financial or other) of Developer or Developer’s Property may be bound or affectedproperties and assets. 11.1.3 12.1.5 There are is no actionsaction, suitssuit, proceeding, or proceedings pending orinvestigation pending, or to the best of Developer’s knowledge, now threatened against or affecting Developer or its Property before any court of law or equityDeveloper, or the Project in any administrative board or tribunal court, or before or before by any governmental authorityentity from which any adverse decision might materially affect Developer’s ability to observe and perform Developer’s obligations under this Contract. 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 12.1.6 Any financial statements 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 Xxxxxxxxx delivered to the LRA for approval, shall be satisfactory to Developer as intended for the scope of the Project; City are true and will be complete correct in all respects and contain all details necessary for the construction of the Project. 11.1.6 All construction workrespects, when performed, will be performed substantially have been prepared in accordance with the Construction Documentsgenerally accepted accounting practices, and all applicable governmental requirements in an efficient, continuous, and diligent manner. All construction work shall be performed with good workmanship, and in observance fairly represent the financial condition of Developer as of the prevailing construction techniques and construction codes date of financial statements. No materially adverse change has occurred in Developer’s financial condition since the date of the Commonwealth of Puerto Rico, under the applicable laws, and regulations. There will be no structural defects or Hazardous Substances in the Project and when completed in accordance with the Approved Plans, the Project will not encroach upon any building line, setback line or any recorded or visible easement which exists with respect to the Property (except with the consent of the beneficiary of the easement which is evidenced by an instrument recorded among the appropriate public records). 11.1.7 The present and anticipated uses of the Property shall, prior to any construction and when completed, comply with all applicable governmental requirements and restrictive covenants, including without limitation all zoning, building, environmental, land use, noise abatement, occupational health and safety or other laws, any building or occupancy permit, any condition, grant, easement, covenant, or restriction, whether or not recorded. 11.1.8 Prior to commencement of construction, all zoning, platting, site planning, bonding, ecological, pollution control, environmental and other similar governmental requirements which are necessary for the commencement of construction of the project will be duly complied with by Developer; all licenses, approvals and permits required to commence and prosecute such work will be duly paid for by an issued to Developer. 11.1.9 Developer acknowledges that it is a knowledgeable and sophisticated builder and that it has previously reviewed the nature of this transaction and has thoroughly inspected the Property. In that regard, Developer has had the opportunity to engage professionals to conduct a complete and thorough on-site inspection of the Property including, without limitation, sampling and analysis of the soil, surface water, ground water and air, as deemed necessary, to determine the presence of Hazardous Substances and/or archaeological artifacts, and Developer has had ample opportunity to undertake an appropriate inquiry into the previous ownership and uses of the Property consistent with good commercial or customary practice in an effort to minimize liability with respect to Hazardous Substancesfinancial statement. Developer is familiar with the status of the Property and all necessary governmental requirements for the intended development of the Project and Developer has determined that the Property is satisfactory to Developer in all respects. Developer further acknowledges and agrees that it has entered into the Agreement based solely upon Xxxxxxxxx's own independent investigations and inspections, and Developer has not relied, and will not rely on any representation of the LRA, either expressed or implied. The parties agree that the LRA has made no representationadditional borrowings since the date of the financial statement, warrantyexcept those approved by the City. 12.1.7 Developer has made no contract or arrangement of any kind, covenant with respect and has taken no action or failed to take any action that would give rise to a lien on the Project, except for, and to the extent, applications for Project or the Property upon which it is to be developedfinancing result in awards, and that the LRA is not and shall not be responsible, liableloans, or bound financing that would result in any matter to Developer for any expressed or implied warranties, guaranties, statements, nor representations pertaining to a lien upon the Project or the Property, except as otherwise may be specifically expressly set forth herein. For the purposes closing of this Section 11.1.9 the term “the LRA” shall include the Local Redevelopment Authority for Roosevelt Roads, and all its agents, directors, employees, consultants, attorneys, inspectors, and representativessuch financing.

Developer’s Representations and Warranties. In order As a material inducement to induce the LRA CMHA and OCHA to enter into the this Regulatory Agreement, Developer makes represents and warrants to CMHA and OCHA the following representations and warranties to the LRAregarding its formation, each of which shall survive the execution and delivery of the Agreementqualifications, 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 Completioncompliance: 11.1.1 (a) Developer is a special partnership duly organized California limited liability company whose sole member is Century Affordable Development, Inc. (b) Developer has all required authority to conduct its business and validly existing under own, acquire, develop, improve, operate, and buy and sell its property, including the laws of the Commonwealth of Puerto Rico; is duly authorized to transact business in the Commonwealth of Puerto Rico; has full power Property 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 AgreementProject hereunder. 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 (c) To the best of Developer’s knowledge, now threatened against or affecting Developer or is in compliance in all material respects with all laws applicable to 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 business and devote its best good faith efforts to obtain has obtained all permitsapprovals, licenses, approvals, exemptions and consents other authorizations from, and make has accomplished all filings withfilings, registrations and qualifications 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 construction codes of the Commonwealth of Puerto Rico, under the applicable laws, and regulations. There will be no structural defects or Hazardous Substances in the Project and when completed in accordance with the Approved Plans, the Project will not encroach upon any building line, setback line or any recorded or visible easement which exists with respect to the Property (except with the consent of the beneficiary of the easement which is evidenced by an instrument recorded among the appropriate public records). 11.1.7 The present and anticipated uses of the Property shall, prior to any construction and when completed, comply with all applicable governmental requirements and restrictive covenants, including without limitation all zoning, building, environmental, land use, noise abatement, occupational health and safety or other laws, any building or occupancy permit, any condition, grant, easement, covenant, or restriction, whether or not recorded. 11.1.8 Prior to commencement of construction, all zoning, platting, site planning, bonding, ecological, pollution control, environmental and other similar governmental requirements which agency that are necessary for the commencement transaction of construction its business; (d) Xxxxxxxxx has and will in the future duly authorize, execute and deliver this Regulatory Agreement and all other agreements and documents, if any, required to be executed (e) To the best of Developer’s knowledge, Developer does not have any material contingent obligations or any material contractual agreements which could materially adversely affect the ability of Developer to carry out its obligations hereunder; (f) There are no material pending or, so far as is known to Developer, threatened, legal proceedings to which Developer is or may be made a party or to which any of its property is or may become subject, which have not been fully disclosed in the material submitted to CMHA and OCHA which could materially adversely affect the ability of Developer to carry out its obligations hereunder; (g) There is no action or proceeding pending or, to Developer’s best knowledge, threatened, looking toward the dissolution or liquidation of Developer and there is no action or proceeding pending or, to Developer’s best knowledge, threatened by or against Developer which could affect the validity and enforceability of the project will be duly complied with by Developer; all licenses, approvals and permits required to commence and prosecute such work will be duly paid for by an issued to Developer. 11.1.9 Developer acknowledges that it is a knowledgeable and sophisticated builder and that it has previously reviewed the nature terms of this transaction and has thoroughly inspected the Property. In that regard, Developer has had the opportunity to engage professionals to conduct a complete and thorough on-site inspection of the Property including, without limitation, sampling and analysis of the soil, surface water, ground water and air, as deemed necessary, to determine the presence of Hazardous Substances and/or archaeological artifacts, and Developer has had ample opportunity to undertake an appropriate inquiry into the previous ownership and uses of the Property consistent with good commercial or customary practice in an effort to minimize liability with respect to Hazardous Substances. Developer is familiar with the status of the Property and all necessary governmental requirements for the intended development of the Project and Developer has determined that the Property is satisfactory to Developer in all respects. Developer further acknowledges and agrees that it has entered into the Agreement based solely upon Xxxxxxxxx's own independent investigations and inspections, and Developer has not relied, and will not rely on any representation of the LRA, either expressed or implied. The parties agree that the LRA has made no representation, warranty, covenant with respect to the Project or the Property upon which it is to be developed, and that the LRA is not and shall not be responsible, liableRegulatory Agreement, or bound in any matter materially and adversely affect the ability of Developer to Developer for any expressed or implied warranties, guaranties, statements, nor representations pertaining to the Project or the Property, except as otherwise may be specifically expressly set forth herein. For the purposes of this Section 11.1.9 the term “the LRA” shall include the Local Redevelopment Authority for Roosevelt Roads, and all carry out its agents, directors, employees, consultants, attorneys, inspectors, and representativesobligations hereunder.