Representations and Covenants of the Developer. The Developer represents and covenants that:
(a) It is a limited liability company duly organized and validly existing under the applicable laws of the State.
(b) It is not in violation of or in conflict with any provisions of the laws of the State or of the United States of America applicable to the Developer which would impair its ability to carry out its obligations contained in this Agreement.
(c) It is legally empowered to execute, deliver and perform this Agreement and to enter into and carry out the transactions contemplated by this Agreement. To the knowledge of the Developer, the execution, delivery and performance do not and will not violate or conflict with any provision of law applicable to the Developer, and do not and will not conflict with or result in an Event of Default under any agreement or instrument to which the Developer is a party or by which it is bound.
(d) This Agreement to which it is a Party has, by proper action, been duly authorized, executed and delivered by the Developer and all steps necessary to be taken by the Developer have been taken to constitute this Agreement, and the covenants and agreements of the Developer contemplated herein are valid and binding obligations of the Developer, enforceable in accordance with their terms.
(e) There is no litigation pending or to its knowledge threatened against or by the Developer wherein an unfavorable ruling or decision would materially and adversely affect the Developer’s ability to carry out its obligations under this Agreement.
(f) It will do all things in its power in order to maintain its existence or assure the assumption of its obligations under this Agreement by any successor entity.
Representations and Covenants of the Developer. The Developer represents and covenants to the City and the Trustee as follows:
Representations and Covenants of the Developer. The Developer represents and covenants that:
Representations and Covenants of the Developer. (a) The Developer and the City are entering into this Agreement in reliance on the special abilities of the Developer to perform or facilitate the performance of the development services, design services, construction management and property management work set forth herein. The Developer covenants with City to use its best efforts, skills, judgment, and abilities in performing or facilitating such development services, design services, construction management and property management work. The Developer shall observe applicable laws, regulations, rules, codes, ordinances, and orders.
(b) The Developer represents and warrants that it and all persons subject to its control shall be licensed or registered under any applicable federal, state or local statute or regulation with regard to performing the development services, design services and construction work in relation to the Property and will maintain their licensing and registration throughout the Developer's performance of such development services, design services and construction management work.
(c) The Developer shall perform all services hereunder in accordance with generally accepted prevailing local standards of care, skill, diligence, and professional competence applicable to professionals engaged in developing and designing projects of similar size and type as the Property.
(d) Any contractors or subcontractors engaged by the Developer shall be required to comply with all applicable federal, state, and local laws, regulations or codes in connection with such development services, design services and rehabilitation work contemplated by this Agreement.
Representations and Covenants of the Developer. The Developer represents and covenants to the City, which the City has relied on in entering into this Agreement and shall continue to rely on in the execution of and performance of this Agreement:
10.1.1. The Developer is a [insert type of entity] duly organized and validly existing under the applicable laws of the State of [insert state] and in authorized to do business in the State of North Dakota.
10.1.2. The Developer is not in violation of or in conflict with any provisions of the laws of the State or of the United States of America applicable to the Developer which would impair its ability to carry out its obligations contained in this Agreement.
10.1.3. The Developer is legally empowered to execute, deliver and perform this Agreement and to enter into and carry out the transactions and other agreements contemplated by this Agreement. To the knowledge of the Developer, that execution, delivery and performance do not and will not violate or conflict with any provision of law applicable to the Developer, and do not and will not conflict with or result in a default under any agreement or instrument to which the Developer is a party or by which it is bound.
10.1.4. This Agreement to which the Developer is a Party has, by proper action, been duly authorized, executed and delivered by the Developer and all steps necessary to be taken by the Developer have been taken to constitute this Agreement, and the covenants and agreements of the Developer contemplated herein are valid and binding obligations of the Developer, enforceable in accordance with their terms.
10.1.5. There is no litigation pending or to its knowledge threatened against or by the Developer wherein an unfavorable ruling or decision would materially and adversely affect the Developer’s ability to carry out its obligations under this Agreement.
10.1.6. The Developer’s undertakings pursuant to this Agreement are for the purpose of constructing the GF Plant.
10.1.7. Developer further recognizes that, in view of (a) the importance of the development of the GF Plant to the general welfare of the City; and (b) the substantial financing and other public aids that may be made available by the City for the purpose of making such development possible, the qualifications and identity of Developer are of particular concern to the City. Developer further recognizes that it is because of such qualifications and identity that the City is entering into this Agreement with Developer, and, in doing so, is furt...
Representations and Covenants of the Developer. The Developer represents and covenants that:
(a) Developer is a limited liability company duly organized and validly existing under the applicable laws of the State of Ohio and properly authorized to do business in the state of Ohio.
(b) It is not in violation of or in conflict with any provisions of the laws of the State or of the United States of America applicable to the Developer which would impair its ability to carry out its obligations contained in this Agreement.
(c) It is legally empowered to execute, deliver and perform this Agreement and to enter into and carry out the transactions contemplated by this Agreement. To the knowledge of the Developer, that execution, delivery and performance do not and will not violate or conflict with any provision of law applicable to the Developer, and do not and will not conflict with or result in a default under any agreement or instrument to which the Developer is a party or by which it is bound.
(d) This Agreement to which it is a Party has, by proper action, been duly authorized, executed and delivered by the Developer and all steps necessary to be taken by the Developer have been taken to constitute this Agreement, and the covenants and agreements of the Developer contemplated herein are valid and binding obligations of the Developer, enforceable in accordance with their terms.
(e) There is no litigation pending or to its knowledge threatened against or by the Developer wherein an unfavorable ruling or decision would materially and adversely affect the Developer’s ability to carry out its obligations under this Agreement.
(f) It will do all things in its power in order to maintain its existence or assure the assumption of its obligations under this Agreement by any successor entity.
Representations and Covenants of the Developer. The Developer represents to and covenants and agrees with the parties hereto for the benefit of the parties hereto, as follows:
(a) The Developer (1) is a limited liability company duly organized and validly existing and in good standing under the laws of the state of Delaware and is duly authorized to do business in the state of Georgia, (2) has full power and authority to execute and deliver the Bond Documents to which the Developer is a party and to enter into and perform its obligations under the Bond Documents to which the Developer is a party, (3) has duly authorized, executed and delivered the Bond Documents to which the Developer is a party and (4) represents and warrants that such documents constitute legal, valid and binding obligations of the Developer enforceable against the Developer in accordance with their respective terms, subject to bankruptcy, insolvency or other similar laws affecting the rights and remedies of creditors generally and general principles of equity).
(b) Other than as previously disclosed in writing to the Issuer, the Developer has not received notice of any pending action, suit or proceeding, at law or in equity, or, to the knowledge of the Developer, threatened against or affecting the Developer, which may have a material adverse effect on the ability of the Developer to perform its obligations under the Bond Documents, or involving the validity or enforceability of any of the Bond Documents, and the Developer is not in default with respect to any order, writ, judgment, decree or demand of any court or any governmental authority, board or agency, which may have a material adverse effect on the ability of the Developer to perform its obligations under the Bond Documents. Further the Developer agrees, so long as the Developer holds any TAD Series Compound Interest Bonds, to provide written disclosure to the Issuer within 45 days of its knowledge of any pending action, suit or proceeding at law or in equity before any court or any governmental authority, board or agency relating to its purchase or sale of the TAD Series Compound Interest Bonds or any of its obligations contained in any of the Bond Documents to which the Developer is a party.
(c) Neither the execution and delivery of the Bond Documents to which the Developer is a party, the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions thereof will (1) result in a breach of or conflict with any term or provisio...
Representations and Covenants of the Developer. The Developer represents and covenants that:
(a) It is a for profit limited liability company duly organized and validly existing under the applicable laws of the State.
(b) It is not in violation of or in conflict with any provisions of the laws of the State or of the United States of America applicable to it that would impair its ability to carry out its obligations contained in this Agreement.
(c) It is legally empowered to execute, deliver and perform this Agreement and to enter into and carry out the transactions contemplated by this Agreement. That execution, delivery and performance does not and will not violate or conflict with any provision of law applicable to the Developer and does not and will not conflict with or result in a default under any agreement or instrument to which it is a party or by which it is bound.
(d) This Agreement has, by proper action, been duly authorized, executed and delivered by it and all steps necessary to be taken by it have been taken to constitute this Agreement, and its covenants and agreements contemplated herein, as its valid and binding obligations, enforceable in accordance with their terms.
(e) There is no litigation pending or threatened against or by it wherein an unfavorable ruling or decision would materially adversely affect its ability to carry out its obligations under this Agreement.
(f) It will do all things in its power in order to maintain its existence or assure the assumption of its obligations under this Agreement by any successor entity.
(g) It, each of its members, each spouse of its members, each child of its members, and each political action committee affiliated with the Developer complies with Ohio Revised Code Section 3517.13 limiting political contributions. (END OF ARTICLE III)
Representations and Covenants of the Developer. (a) The Developer and the City are entering into this Agreement in reliance on the special abilities of the Developer to perform or facilitate the performance of the development services, design services, construction management and property management work set forth herein. The Developer covenants with the City to use its best efforts, skills, judgment, and abilities in performing or facilitating such development services, design services, construction management and property management work. The Developer shall observe applicable laws, regulations, rules, codes, ordinances, and orders.
(b) The Developer represents and warrants that it and all employees subject to its control that must be licensed or registered under any federal, state or local statute or regulation with regard to performing the development services, design services and construction work in relation to the Property will be duly licensed or registered and will maintain their licensing and registration throughout the Developer’s performance of such development services, design services and construction management work.
(c) The Developer shall perform, or use commercially reasonable efforts to cause its contractors and subcontractors to perform, all services hereunder in accordance with generally accepted prevailing local standards of care, skill, diligence, and professional competence applicable to professionals engaged in developing and designing projects of similar size and type as the Property.
(d) The Developer shall use commercially reasonable efforts to cause any contractors or subcontractors engaged by the Developer to comply with all applicable federal, state, and local laws, regulations or codes in connection with the development services, design services and rehabilitation work contemplated by this Agreement.
Representations and Covenants of the Developer. The Developer represents and covenants that:
(i) It is a limited liability company duly organized and validly existing wider the laws of the State of Ohio.
(ii) It is not in violation of or in conflict with any provisions of the laws of the State of Ohio or of the United States of America applicable to the Developer which would impair its ability to carry out its obligations contained in this Cooperative Agreement.
(iii) It has full power and authority to execute, deliver and perform this Cooperative Agreement and the other Transaction Documents to which it is a party and to enter into and perform the transactions contemplated by those documents.
(iv) That execution, delivery and performance do not, and will not, violate any provision of law applicable to the Developer or the Developer’s Operating Agreement, and do not, and will not, conflict with or result in a default under any agreement or instrument to which the Developer is a party or by which it is bound.
(v) This Cooperative Agreement has, by proper action, been duly authorized, executed and delivered by the Developer and all steps necessary to be taken by the Developer have been taken to constitute this Cooperative Agreement as a valid and binding obligation of the Developer.
(vi) Each year during the term of this Cooperative Agreement the Developer will provide a copy of its audited annual financial statements (or, if audited financial statements are not available, financial statements certified by the Chief Financial Officer of the Developer) to the Issuer and the City.
(vii) The provisions of this Cooperative Agreement and the commitments therefor made by the Issuer and the City have induced the Developer to undertake the transactions contemplated by this Cooperative Agreement and the other Transaction Documents to which it is a party.
(viii) The Public Improvements will be completed in accordance with the Public Improvement Construction Documents applicable to the Public Improvements in accordance with the terms of this Cooperative Agreement.
