Representations and Warranties by Developer. Developer represents and warrants as follows:
(a) Developer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Colorado and in good standing and authorized to do business in the State of Colorado and has the power and the authority to enter into and perform in a timely manner its obligations under this Agreement.
(b) The execution and delivery of this Agreement have been duly and validly authorized by all necessary action on its part to make this Agreement and are valid and binding upon Developer.
(c) The execution and delivery of this Agreement will not (i) conflict with or contravene any law, order, rule or regulation applicable to Developer or to Developer's governing documents, (ii) result in the breach of any of the terms or provisions or constitute a default under any agreement or other instrument to which Developer is a party or by which it may be bound or affected, or (iii) permit any party to terminate any such agreement or instruments or to accelerate the maturity of any indebtedness or other obligation of Developer.
(d) Developer knows of no litigation, proceeding, initiative, referendum, or investigation or threat or any of the same contesting the powers of Developer or any of its principals or officials with respect to this Agreement that has not been disclosed in writing to the other Parties.
Representations and Warranties by Developer. 9.1.1 Developer is a Texas business corporation under the laws of the State of Texas and has all necessary authority to execute, deliver and perform this Agreement and the transactions described herein and has had the opportunity to consult with counsel or others of its choice in connection with this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Developer and is a valid and binding obligation of Developer enforceable in accordance with its terms. This Agreement and the documents and instruments required to be executed, delivered and performed by Developer pursuant hereto have each been duly authorized by all necessary action on the part of Developer and such execution, delivery and performance does and will not conflict with or result in a violation of Developer's governing documents or any judgment, order or decree of any court or arbiter to which Developer is a party, or any agreement to which Developer is bound or subject.
9.1.2 Developer is not a "foreign person", "foreign partnership", "foreign trust" or "foreign estate" as those terms are defined in Section 1445 of the Internal Revenue Code.
9.1.3 Developer is not subject to any legal or administrative proceeding, debt structure or other agreement that would prevent Developer’s full and timely performance of its obligations hereunder.
Representations and Warranties by Developer. As of the Effective Date of this Agreement, Developer represents and warrants to CVEC as follows:
(a) Developer has full legal capacity to enter into this Agreement and to perform all its obligations hereunder;
(b) The execution of this Agreement has been duly authorized, and each person executing this Agreement on behalf of Developer has full authority to do so and to fully bind Developer;
(c) Developer knows of no pending or threatened action, suit, proceeding, inquiry, or investigation before or by any judicial court or administrative or law enforcement agency against or affecting Developer or its properties wherein any unfavorable decision, ruling, or finding would materially and adversely affect the validity or enforceability of this Agreement or Developer’s ability to carry out its obligations under this Agreement;
(d) None of the documents or other written or other information furnished by or on behalf of Developer to CVEC or its agents pursuant to this Agreement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading;
(e) Developer acknowledges, agrees, and intends for purposes of “safe harbor” under the Bankruptcy Code that, without limitation, as applicable: (i) the transactions pursuant to this Agreement constitute “forward contracts” within the meaning of the Bankruptcy Code or a “swap agreement” within the meaning of the Bankruptcy Code; (ii) all payments made or to be made by one Party to the other Party under this Agreement with respect to forward contracts constitute “settlement payments” and/or “margin payments” within the meaning of the Bankruptcy Code; and (iii) all transfers of performance assurance by one Party to another Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; and
Representations and Warranties by Developer. Developer recognizes that City intends to commence construction and expend substantial monies in reliance upon the accuracy of the representations and warranties of Developer as set forth in this Section 6. Developer represents that:
a) Developer is a Texas limited partnership duly organized and validly existing under the laws of the State of Texas and is, or will prior to the effective date of this Agreement, be qualified to do business in the State of Texas, and has the legal capacity and the authority to enter into and perform its obligations under this Agreement;
b) The execution and delivery of this Agreement and the performance and observance of its terms, conditions and obligations have been duly and validly authorized by all necessary action on Developer’s part to make this Agreement;
c) Developer knows of no litigation, proceeding, initiative, referendum, or investigation or threat of the same contesting the powers of Developer or any of its principals or officials with respect to this Agreement that has not been disclosed in writing to City; and
d) Developer has the necessary legal ability to perform its obligations under this Agreement and has the necessary financial ability to meet its obligations. This Agreement constitutes a valid and binding obligation of Developer, enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of general application affecting creditors’ rights and by equitable principles, whether considered at law or in equity.
Representations and Warranties by Developer. Developer represents and warrants that:
(a) Developer is a limited liability company duly organized and in good standing under the laws of the State, is not in violation of any provisions of its member control agreement, operating agreement or the laws of the State, is duly authorized to transact business within the State, has power to enter into this Agreement and has duly authorized the execution, delivery and performance of this Agreement by proper action of its governing body.
(b) Developer will construct the Minimum Improvements, and will operate and maintain the Facility, in accordance with the terms of this Agreement, the Redevelopment Plan and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, building code and public health laws and regulations).
(c) Developer will obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed.
(d) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any organizational restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing.
(e) Developer shall promptly advise the EDA in writing of all filed and pending litigation or claims materially and adversely affecting any part of the Minimum Improvements, the Developer, or the Developer’s ability to satisfy its obligations under this Agreement and all written complaints and charges made by any governmental authority materially and adversely affecting the Minimum Improvements or materially and adversely affecting Developer or its business, which may delay or require changes in construction of the Minimum Improvements.
(f) The Developer acknowledges that land use permits shall be governed by City land use ordinances and specific land use approvals separate from this Agreement.
(g) The Developer would not construct the Minimum Improvements on the Development Property but for the assistance being provided by the...
Representations and Warranties by Developer. Developer warrants, represents, covenants, and agrees that it is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is duly authorized and in good standing to conduct business in the State of Texas, that it has all necessary power and has received all necessary approvals to execute and deliver the Agreement, and the individual executing the Agreement on behalf of such party has been duly authorized to act for and bind such party. Developer acknowledges that the agreement may be terminated and the conveyance withheld if this certification is inaccurate.
Representations and Warranties by Developer. Developer represents and warrants that (i) through its general partner, it is familiar with the requirements of developing the Shell and has the resources and expertise necessary to effect the development of the Shell and perform the other obligations of Developer under the Agreement; and (ii) the Shell will be completed in substantial conformity with the plans and specifications therefor in a good and workmanlike fashion in accordance with sound construction practices and shall be free of defects for a period of [...***...] following Substantial Completion.
Representations and Warranties by Developer. Developer hereby represents and warrants the following to the Township for the purpose of inducing the Township to enter into this Redevelopment Agreement and to consummate the transactions contemplated hereby, all of which shall be true as of the Effective Date, and which shall survive this Agreement:
a. Developer is a Limited Partnership authorized to do business in the State of New Jersey. Developer is in good standing under the laws of this State, having all requisite power and authority to carry on its business, and to enter into and perform all of its obligations under this Redevelopment Agreement. Developer shall provide a Certificate of Good Standing to the Township within thirty (30) days of the execution of this Agreement.
b. Developer has the legal power, right and authority to enter into this Redevelopment Agreement and the instruments and documents referenced herein to which Developer is a Party, to consummate the transactions contemplated hereby, to take any steps or actions contemplated hereby, and subject to securing Governmental Approvals, to perform all of Developer’s obligations hereunder.
c. This Redevelopment Agreement is duly executed by Developer and is valid and legally binding upon Developer and enforceable in accordance with its terms. The execution and delivery hereof shall not constitute a default under or violate the terms of any indenture, agreement or other instrument to which Developer is a party, including its Operating Agreement.
d. No receiver, liquidator, custodian or trustee of Developer has been appointed, and no petition to reorganize Developer, or any of its members, pursuant to the United States Bankruptcy Code or any similar statute that is applicable to the Developer has been filed.
e. No adjudication of bankruptcy or liquidation of Developer, or any of its members, has been entered, nor has a voluntary, or involuntary, bankruptcy petition been filed by or against Developer, or any of its members, under the provisions of the United States Bankruptcy Code or any other similar statute applicable to the Developer.
f. No indictment has been returned against Developer or against any official of Developer, or any of its members.
g. There is no litigation pending or threatened against Developer.
h. There is no action, proceeding or investigation now pending or threatened, which:
(i) questions the authority of the Developer to enter into this Redevelopment Agreement or any action taken or to be taken by the Developer purs...
Representations and Warranties by Developer. The Developer represents and warrants to the City as of the date first written above and as of the close of escrow, as follows:
Representations and Warranties by Developer. Developer represents and warrants that:
(a) Developer is a limited liability company organized and in good standing under the laws of the state of Delaware, is not in violation of any provisions of its operating agreement, or other organizational documents, or the laws of the State, is registered to do business in the State of Minnesota, has power to enter into this Agreement and has duly authorized the execution, delivery, and performance of this Agreement by proper action of its members.
(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated thereby, and the fulfillment of the terms and conditions thereof do not and will not conflict with or result in a breach of any of the terms or conditions of Developer’s organizational documents, any restriction or any agreement, or instrument to which Developer is now a party or by which it is bound or to which any property of Developer is subject, and do not and will not constitute a default under any of the foregoing or a violation of any order, decree, statute, rule or regulation of any court or of any state or Federal regulatory body having jurisdiction over Developer or its properties, including its interest in the Property, and do not and will not result in the creation or imposition of any lien, charge or encumbrance of any nature upon any of the property or assets of Developer contrary to the terms of any instrument or agreement to which Developer is a party or by which it is bound.
(c) To the best of Developer’s knowledge and belief, the execution and delivery of this Agreement will not create a conflict of interest prohibited by Minnesota Statutes, Section 469.009, as amended.
(d) Developer would not acquire the Developer Lots and the Association Lots and construct the Public Infrastructure, but for the execution of this Agreement and the tax increment and financial assistance made available hereunder.
(e) Developer will reasonably cooperate with the City and the Authority with respect to any litigation commenced by third parties with respect to the Project.
(f) There are no pending or threatened legal proceedings, of which Developer has notice, contemplating the liquidation or dissolution of Developer or threatening its existence, or seeking to restrain or enjoin the transactions contemplated by the Agreement, or questioning the authority of Developer to execute and deliver this Agreement or the validity of this Agreement.
(g) Developer has not received any ...
