Development Corp is validly existing and subsisting under the laws of the Commonwealth of Pennsylvania, is duly qualified to do business and is in good standing as a foreign corporation in Florida, Minnesota, New Jersey, North Carolina, Texas and Virginia, and has the requisite corporate power and authority necessary to own or hold its properties and to conduct the business in which it is engaged as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
Development Corp has been duly organized and is validly existing as a corporation in good standing under the laws of the Commonwealth of Pennsylvania, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all corporate power and authority necessary to own or hold its properties and to conduct the business in which it is engaged. All of the issued and outstanding capital stock of Development Corp. has been duly authorized and validly issued and is fully paid and non-assessable, has been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws) and all of the capital stock of Development Corp. owned by the Operating Partnership, as described in the Prospectus, is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim, restriction or equities. No shares of capital stock of Development Corp. are reserved for any purpose, and there are no outstanding securities convertible into or exchangeable for any capital stock of Development Corp., and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of Development Corp.
Development Corp has been duly formed and is validly existing as a corporation in good standing under the laws of the Commonwealth of Pennsylvania, is duly qualified to do business and is in good standing as a foreign corporation in Delaware, Florida, Maryland, New Jersey and North Carolina, and has all corporate power and authority necessary to own or hold its properties and to conduct the business in which it is engaged as described in the Registration Statement and the Prospectus. All of the issued and outstanding capital stock of Development Corp. has been duly authorized and validly issued and is fully paid and non-assessable, has been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws) and all of the capital stock of Development Corp. owned by the Operating Partnership, as described in the Prospectus, is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim, restriction or equities.
Development Corp has requested that the Borrower provide it with an unsecured line of credit of up to $10,000,000 on terms and conditions that would constitute an arms-length transaction.
Development Corp for itself, its successors and assigns, hereby relinquishes and quit claims to Surface Owner, its successors and assigns, for the period of time as hereinafter spec- ified, all rights of Development Corp. to enter upon the surface of all or any portion of the Property for any purpose in connection with the development or utilization of any minerals or mineral rights or mineral substances or coal acquired by Development Corp. under the Mineral Deed or the UP Mineral Deed or for any purpose in connection with the development or utilization of any of the Water Rights and Ground Water. Nothing herein contained shall limit the right of Surface Owner or any subsequent owner of the Property, to at any time in the future, authorize Development Corp., its successors and assigns, to utilize all or any portion of the Property for the development and utilization of minerals or mineral rights, mineral substances or coal, or Water Rights or Ground Water.
Development Corp s under- lying title to minerals and mineral rights, mineral substances and coal and Water Rights and Ground Water in connection with the Property shall in no way be affected by this instrument. In addition, the Development Corp., for itself, its successors and assigns, excepts and reserves and shall retain the right to develop and remove any such minerals or mineral rights, mineral sub- stances or coal, and Water Rights or Ground Water by slant drilling, subterra- nean entry or other means or operations conducted on the surface of any parcel as to which Development Corp. may then have rights of surface use or by any other suitable means or methods, provided, however, that any such slant drill- ing, subterranean entry or other operations conducted on the surface of any such parcel or such other suitable means or methods can be employed without entering upon or using the surface of all or any portion of the Property and without impairing structures, improvements or appurtenances, or the use or support thereof, located or to be located on the Property.
Development Corp a Texas corporation, Mira Vista Development Corp., a Texas corporation, Crescent Development Management Corp., a Delaware corporation, Desert Mountain Development Corporation, a Delaware corporation, and The Woodlands Land Company, Inc., a Texas corporation, are referred to herein collectively as the "RESIDENTIAL DEVELOPMENT CORPORATIONS."
(viii) Each of the Subsidiaries and the Residential Development Corporations has been duly organized and is validly existing as a corporation, limited partnership, or limited liability company, as the case may be, in good standing under the laws of its respective state of organization, with full power and authority to own, lease and operate its properties, to conduct the business in which it is engaged or proposes to engage as described in the Prospectus. Each of the Subsidiaries and the Residential Development Corporations is duly qualified as a foreign corporation, limited partnership, or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, assets, business affairs or business prospects of the Company, the Operating Partnership, the Subsidiaries and the Residential Development Corporations considered as one enterprise. Each of the partnership agreements, limited liability company agreements, or other, similar instruments to which the Company or any of its Subsidiaries is a party has been duly authorized, executed and delivered by the parties thereto and constitutes the valid agreement thereof, enforceable in accordance with its terms. All of the issued and outstanding shares of capital stock of each of the corporate Subsidiaries and the Residential Development Corporations have been duly authorized and validly issued and are fully paid and non-assessable. The ownership by the Company, the Operating Partnership or the Subsidiaries of the shares of capital stock or limited partnership or equity interests, as the case may be, of each of the Subsidiaries and the Residential Development Corporations is as described in the Prospectus and all of such shares or limited partnership or equity interests, or other, similar instruments owned by the Company, the Operating Partnership or the Subsidiaries are free ...
Development Corp shall have a net worth, determined in accordance with GAAP, of not less than the net worth of Development immediately prior to such transfer;
Development Corp shall have duly acquired all assets and assumed all liabilities of Development, including all rights and obligations of Development under the Loan Documents, pursuant to documents (the "Transfer and Assumption Documents") acceptable in form and substance to the Bank;
Development Corp has the necessary corporate power and authority to enter into and perform its obligations under the Loan Documents and the Transfer and Assumption Documents; (iii) the execution, delivery and performance by Development and Development Corp. of the Transfer and Assumption Documents does not and will not conflict with or result in a violation of its partnership agreement, certificate of incorporation or by-laws, as applicable, and any instrument or instrument to which Development or Development Corp. is a party or by which Development or Development Corp. is bound, or any statute, order or regulation applicable to Development or Development Corp., or any order, judgment, award or decree of any court, regulatory body, administrative agency or governmental body having jurisdiction over Development or Development Corp. affecting either Development or Development Corp.; (iv) all consents or approvals, authorizations, or orders of any court or governmental agency or body as is required for the execution and delivery by Development or Development Corp of, or compliance by Development or Development Corp. with, the Loan Documents and the Transfer and Assumption Documents or the consummation by Development or Development Corp. of the transactions contemplated by the Loan Documents and the Transfer and Assumption Documents as are necessary in connection with the Transfer and Assumption Documents have been obtained or waived; (v) as of the effective date of the Transfer and Assumption Documents there are no actions, suits or proceedings pending or threatened against Development or Development Corp. before any court, administrative agency, or other tribunal
(A) assertingthe invalidity of the Loan Documents and the Transfer and Assumption Documents, (B) seeking to prevent the consummation of any of the transactions contemplated by the Loan Documents and the Transfer and Assumption Documents, or (C) which would have a Material Adverse effect on the performance by Development or Development Corp. of its respective obligations under, or the validity or enforceability of, the Loan Documents and the Transfer and Assumption Documents;
(d) The Bank shall have received an officer's certificate to the effect that no Material Adverse Effect or Event of Default shall have occurred and be continuing on the effective date of the Transfer and Assumption Documents;
(e) The Bank shall have approved the form and substance of the certificate of incorporation and by-laws of Development Co...
