Formation, Qualification and Compliance. (a) Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to conduct business in the State of Tennessee. Borrower has full power and authority to conduct its business as presently conducted, to acquire the Property and construct the Improvements, to enter into this Agreement, the other Loan Documents and the Project Agreements to which it is a party and to perform all of its duties and obligations under this Agreement, such other Loan Documents and such Project Agreements. Such execution and performance have been duly authorized pursuant to the Operating Agreement and the Borrower’s Articles of Organization.
(b) The sole Manager of Borrower is BR Stonehenge 23Hundred JV, LLC, a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and qualified to conduct business in the State of Tennessee. Manager has full power and authority to conduct its business as presently conducted; to enter into any Loan Documents or Project Agreements to which it is a party and to perform all of its duties and obligations under such Loan Documents or Project Agreements; to serve as the Manager of Borrower, and to perform all of its duties and obligations under the Operating Agreement.
(c) Guarantor has full power and authority to conduct its business as presently conducted; to enter into any Loan Documents or Project Agreements to which it is a party and to perform all of its duties and obligations under such Loan Documents or Project Agreements.
Formation, Qualification and Compliance. Developer (a) is a California limited partnership validly existing and in good standing under the laws of the State of California, (b) has all requisite authority to conduct its business and own and lease its properties, and (c) is qualified and in good standing in every jurisdiction in which the nature of its business makes qualification necessary or where failure to qualify could have a material adverse effect on its financial condition or the performance of its obligations under the Authority Documents. Developer is in compliance in all material respects with all laws applicable to its business and has obtained all approvals, licenses, exemptions and other authorizations from, and has accomplished all filings, registrations and qualifications with, any governmental authority that are necessary for the transaction of its business.
Formation, Qualification and Compliance. (a) Developer is a California nonprofit corporation and a federal community housing development corporation. Developer has all required authority to conduct its business and acquire, own, purchase, improve and sell its property.
(b) To the best of Developer’s knowledge, Developer is in compliance in all material respects with all laws applicable to its business and has obtained all approvals, licenses, exemptions and other authorizations from, and has accomplished all filings, registrations and qualifications with any governmental agency that are necessary for the transaction of its business;
(c) Developer has and will in the future duly authorize, execute and deliver this Agreement and any and all other agreements and documents required to be executed and delivered by Developer in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement;
(d) 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;
(e) 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 Authority which could materially adversely affect the ability of Developer to carry out its obligations hereunder;
(f) 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 terms of this Agreement, or materially and adversely affect the ability of Developer to carry out its obligations hereunder. Each of the foregoing items (a) to (f), inclusive in this Section 701.1, shall be deemed to be an ongoing representation and warranty until the Closing. Developer shall advise Authority in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items (a) to (f), inclusive. After the Closing and throughout the Affordability Period, Developer shall have an ongoing obligation to promptly (but in no event later than thirty (30) days) inform Authority in the event any of the foregoing r...
Formation, Qualification and Compliance. Participant (a) is a California nonprofit public benefit corporation validly existing and in good standing under the laws of the State of California; (b) has all requisite and the authority to conduct its business and own, purchase, improve and sell its properties. Participant is in compliance in all material respects with all laws applicable to its business and has obtained all approvals, licenses, exemptions and other authorizations from, and has accomplished all filings, registrations and qualifications with any governmental agency that are necessary for the transaction of its business; (c) Participant has and will in the future duly authorize, execute and deliver this Agreement and any and all other agreements and documents required to be executed and delivered by the Participant in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement; (d) Participant does not have any material contingent obligations or any material contractual agreements which could materially adversely affect the ability of the Participant to carry out its obligations hereunder; (e) There are no material pending or, so far as is known to the Participant, threatened, legal proceedings to which the Participant 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 by the Participant to the City in this Agreement which could materially adversely affect the ability of the Participant to carry out its obligations hereunder; (f) Participant is a community development organization (or “CHODO”) within the meaning of § 92.2 of the HOME Regulations;
Formation, Qualification and Compliance. Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified to conduct business in each of the jurisdictions in which it conducts business except to the extent that failure to do so would not result in a material adverse effect to the Company’s business. Borrower has full power and authority to conduct its business as presently conducted, to enter into this Agreement, the other Loan Documents to which it is a party and to perform all of its duties and obligations under this Agreement and such other Loan Documents. Such execution and performance have been duly authorized pursuant to the Certificate of Incorporation and Bylaws of Borrower.
Formation, Qualification and Compliance. Borrower (a) is a limited partnership validly existing and in good standing under the laws of the State of California,
Formation, Qualification and Compliance. (a) Borrower (a) is a limited partnership validly existing and in good standing under the laws of the State of California, (b) has all requisite authority to conduct its business and own and lease its properties, and (c) is qualified and in good standing in every jurisdiction in which the nature of its business makes qualification necessary or where failure to qualify could have a material adverse effect on its financial condition or the performance of its obligations under the Loan Documents. Borrower is in compliance with all Laws applicable to its business and has obtained all approvals, licenses, exemptions and other authorizations from, and has accomplished or will accomplish by the date required by applicable Laws, all filings, registrations and qualifications with, any Governmental Agency that are necessary for the transaction of its business. Borrower will continue to operate its business in accordance with all Laws and shall require all tenants to comply with all Laws. Borrower shall not amend, modify, supplement or restate Borrower’s Organizational Documents without the prior written consent of Lender, except as otherwise expressly permitted herein, nor shall Borrower cancel or terminate Borrower’s Organizational Documents without the prior written consent of Lender.
(b) General Partner (a) is a limited liability company validly existing and in good standing under the laws of the State of California, (b) has all requisite authority to conduct its business and own and lease its properties, and (c) is qualified and in good standing in every jurisdiction in which the nature of its business makes qualification necessary or where failure to qualify could have a material adverse effect on its financial condition or the performance of its obligations under the Loan Documents. General Partner is in compliance in all material respects with all Laws applicable to its business and has obtained all approvals, licenses, exemptions and other authorizations from, and has accomplished or will accomplish by the date required by applicable Laws, all filings, registrations and qualifications with, any Governmental Agency that are necessary for the transaction of its business. General Partner shall not amend, modify, supplement or restate General Partner’s Organizational Documents without the prior written consent of Lender, nor shall General Partner cancel or terminate General Partner’s Organizational Documents without the prior written consent of Xxxxxx.
(c) Guara...
Formation, Qualification and Compliance. Borrower (a) is validly existing and in good standing under the Laws of the State of its organization; (b) has all requisite authority to conduct its business and own and lease its properties; and (c) is qualified and in good standing in every jurisdiction in which the nature of its business makes qualification necessary or where failure to qualify could have a Material Adverse Effect on its financial condition or the performance of its Obligations under the Loan Documents. Borrower is in compliance in all respects with all Laws and requirements applicable to its business, the violation of which might materially affect its Obligations hereunder, and has obtained all approvals, licenses, exemptions and other authorizations from, and has accomplished all filings, registrations and qualifications with, any Governmental Agency that are necessary for the transaction of its business.
Formation, Qualification and Compliance. 9 5.2 Execution and Performance of Loan Documents ............................................................... 9 5.3
Formation, Qualification and Compliance. Borrower is a limited liability company duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified to conduct business in each of the jurisdictions in which it conducts business except to the extent that failure to do so would not result in a material adverse effect to the Borrower’s business. Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada and is qualified to conduct business in each of the jurisdictions in which it conducts business except to the extent that failure to do so would not result in a material adverse effect to the Guarantor’s business. Borrower and Guarantor has full power and authority to conduct its business as presently conducted, to enter into this Agreement, the other Loan Documents to which it is a party and to perform all of its duties and obligations under this Agreement and such other Loan Documents. Such execution and performance have been duly authorized pursuant to the Certificate of Incorporation and Bylaws of Guarantor and by the Certificate of Formation and Limited Liability Company Agreement of Borrower.
