Representations and Warranties by the Developer. The Developer makes the following representations and warranties as the basis for its covenants herein:
(a) The Developer is a limited liability company in good standing under the laws of the State of Minnesota, is not in violation of any provisions of its Articles of Incorporation or Bylaws, is duly authorized to transact business in the State, has the power to enter into this Agreement, and has duly authorized the execution, delivery and performance of this Agreement by proper action of it governing body.
(b) The Developer will acquire the Development Property, construct new improvements, and operate and maintain the Facility in accordance with the terms of this Agreement and all local, state and federal laws and regulations (including, but not limited to, environmental, zoning, building code and public health laws and regulations).
(c) The Developer has received no notice or communication from any local, state, or federal official that the activities of the Developer may be or will be in violation of any environmental law or regulation (other than those notices or communications of which the City is aware). The Developer is aware of no facts the existence of which would cause it to be in violation of or give any person a valid claim under any local, state, or federal environmental law, regulation or review procedure.
(d) The 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 proposed improvements to the Facility may be lawfully constructed.
(e) 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 corporate restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing, which default or breach might prevent the Developer from performing its obligations under this Agreement.
(f) The Developer shall promptly advise the City, the ISD No. 721 and the County in writing of all litigation or claims affecting any part of the Facility and all written complaints and charges made b...
Representations and Warranties by the Developer. The Developer represents and warrants that: The Developer is a duly organized and validly existing limited liability company under the laws of the State of Colorado in good standing under the laws of Colorado, has the power to enter into this Agreement and has duly authorized the execution, delivery and performance of this Agreement. The consummation of the transactions contemplated by this Agreement and the performance of its obligations hereunder will not violate any provisions of the governing documents of the Developer or constitute a default or result in the breach of any term or provision of any contract or agreement to which the Developer is a party so as to adversely affect the consummation of such transactions. The Developer knows of no litigation or threatened litigation, proceeding or investigation contesting the powers of the Authority, the Developer with respect to the Property, this Agreement, Developer’s Financing or the Improvements.
Representations and Warranties by the Developer. The Developer represents and warrants that:
(a) The Developer is a limited liability company organized and validly existing under the laws of the State of Illinois.
(b) The Developer has duly authorized the execution of this Agreement and the performance of its obligations hereunder, and 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, any indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing.
(c) There are no pending or threatened legal proceedings of which the Developer has knowledge which seek to restrain or enjoin the transactions contemplated by this Agreement or which question the authority of the Developer to execute and deliver this Agreement or the validity of this Agreement.
Representations and Warranties by the Developer. The Developer represents and warrants that:
(a) The Developer is a Minnesota limited liability company, duly organized and in good standing under the laws of Minnesota and is not in violation of any provisions of its company documents or its operating agreement. The Developer has the power to enter into this Agreement and carry out its obligations hereunder. The persons executing this Agreement and related agreements and documents on behalf of the Developer have the authority to do so and to bind the Developer by their actions.
(b) The execution, delivery and performance by Developer of this Agreement will not
(i) violate any provision of any law, statute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect having applicability to Developer, (ii) violate or contravene any provision of the articles of incorporation or bylaws of Developer, or (iii) result in a breach of or constitute a default under any indenture, loan or credit agreement or any other agreement, lease or instrument to which Developer is a party or by which it or any of its properties may be bound.
(c) The Developer has received no notice or communication from any local, state or federal official that the activities of the Developer or the EDA on the Development Property may be or will be in violation of any environmental law or regulation. The Developer is aware of no facts, the existence of which would cause it to be in violation of any local, state, or federal environmental law, regulation or review procedure or which give any person a valid claim under any of the foregoing.
(d) Upon its acquisition of the Development Property at Closing, the Developer will complete the Minimum Improvements in accordance with all local, state, federal laws or regulations.
(e) The Developer will use reasonable efforts to obtain, in a timely manner, all required permits, licenses, insurance, 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 or acquired.
(f) Upon its acquisition of the Development Property at Closing, the Developer will be prepared to immediately commence construction of the Minimum Improvements and will have the financial capacity to meet the obligations specified in this Agreement.
(g) The Developer will have satisf...
Representations and Warranties by the Developer. The Developer represents and warrants that:
(a) The Developer is a limited liability company organized and validly existing under the laws of the State.
(b) The Developer has duly authorized the execution of this Agreement and the performance of its obligations hereunder, and 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, any indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing.
(c) There are no pending or threatened legal proceedings of which the Developer has knowledge which seek to restrain or enjoin the transactions contemplated by this Agreement or which question the authority of the Developer to execute and deliver this Agreement or the validity of this Agreement.
(d) The Developer shall indemnify, defend and hold the City harmless for, from and against any and all claims, demands, liabilities, costs, expenses, damages and losses, cause or causes of action and suit or suits of any nature whatsoever arising solely out of any breach of any representation, warranty or covenant made by the Developer under this Agreement.
Representations and Warranties by the Developer. 12.2.1 The Developer warrants to Council that:
(a) it is a corporation (as defined in the Corporations Act) having limited liability, registered and validly existing under the Corporations Act;
(b) all necessary action has been taken to authorise the execution, delivery and performance of its obligations under this Deed;
(c) the information provided by the Developer to Council in connection with this Deed, which has not been subsequently superseded by further information supplied by or on behalf of the Developer to Council, is to the best of the Developer's knowledge and belief true, accurate and complete in all material respects and not misleading in any material respect;
(d) this Deed constitutes the Developer’s valid, legal and binding obligations enforceable against it according to their terms, subject to equitable remedies and Laws in respect of enforcement of creditors’ rights;
(e) the execution, delivery and performance of this Deed will not contravene:
(i) any Law to which it is subject;
(ii) its constitutional documents; or
(iii) any document which is binding on it or any of its assets;
(f) no Insolvency Event has occurred in respect of it;
(g) no litigation, arbitration, tax claim, dispute or administrative or other proceeding has been commenced or threatened against it which is likely to have a material adverse effect on it or its ability to perform its financial and other obligations under any Project Document to which it is or will become a party;
(h) the Commonwealth Treasurer cannot prohibit the transfer of any part of the Land to the Developer or the Approved Nominee under the Foreign Acquisitions and Takeovers Act 1975 (Cth); and
(i) it does not have any immunity in respect of its obligations under this Deed from the jurisdiction of any court or any legal process for any reason.
12.2.2 Enyoc Pty Ltd ACN 098 769 469 (Trustee) represents and warrants to Council that, notwithstanding any other provision of this Deed:
(a) the Xxxxxx Xxxx Family Trust (Trust) has been duly established; it is the only trustee of the Trust;
(b) it has been validly appointed as trustee of the Trust and no action has been taken or proposed to remove it as trustee of the Trust;
(c) true copies of the trust deed of the Trust (Trust Deed) (including any amending documents) have been provided to Council and disclose all the terms of the Trust;
(d) it has full and valid power and authority under the Trust (and all necessary resolutions, consents, approvals and procedure...
Representations and Warranties by the Developer. Developer makes the following representations and warranties:
(a) Developer is a limited liability company duly organized and validly existing under the laws of the State and has the capacity to enter into this agreement and to perform its obligations hereunder.
(b) This Agreement has been duly and validly authorized, executed and delivered by Developer and, assuming due authorization, execution and delivery by the County, is in full force and effect and is a valid and legally binding instrument of Developer, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating or affecting creditors ‘rights generally. Homeland Energy Solutions 2007
(c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions or the Articles of Organization of Developer, or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Developer is now a party or by which it or its properties are bound, nor do they constitute a default under any of the foregoing.
(d) There are no actions, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position or results of operations of Developer or which in any manner raises any questions affecting the validity of the Agreement or Developer’s ability to perform its obligations under this Agreement.
Representations and Warranties by the Developer. Each of the Developer and the Owner represents and warrants that:
(a) It is a duly organized and validly existing limited liability company under the laws of the State of Kansas in good standing under the laws of Kansas, and has qualified to conduct business in the State of Colorado, has the power to enter into this Agreement and has duly authorized the execution, delivery and performance of this Agreement.
(b) The consummation of the transactions contemplated by this Agreement and the performance of its obligations hereunder will not violate any provisions of the governing documents of it or constitute a default or result in the breach of any term or provision of any contract or agreement to which it is a party so as to adversely affect the consummation of such transactions.
(c) It knows of no litigation or threatened litigation, proceeding or investigation contesting the powers of the Authority, the Developer or the Owner with respect to the Property, this Agreement, Developer’s Financing or the Improvements.
Representations and Warranties by the Developer. The Developer represents and warrants on behalf of itself as pertains to itself as follows:
9.2.1 The Developer is a duly organized, validly existing limited liability company and is in good standing under the laws of the State of Colorado. The Developer has the right, power, legal capacity and authority and has duly authorized the execution, delivery and performance of this Agreement by proper action of its members.
9.2.2 The execution and delivery of this Agreement and the documents required hereunder and the consummation of the transactions contemplated by the Agreement will not
(a) violate any law, rule, order or regulation applicable to the Developer or to the governing documents of the Developer; (b) result in the breach or default under any agreement or other instrument to which the Developer is a party or by which it may be bound or affected; or (c) permit any party to terminate any such agreement or instrument or to accelerate the maturity of any indebtedness or other obligation of the Developer.
9.2.3 The Developer knows of no action, suit, proceeding or investigation that is threatened or pending against the Developer or its principals that has not been disclosed to the Authority that materially impairs the ability of the Developer to perform its obligations under the Agreement. The filing or service of any such suit affecting this Agreement prior to Completion of Construction of the Improvements shall be disclosed immediately to the Authority by the Developer.
9.2.4 Subject to obtaining Developer Financing for construction of the Improvements, the Developer has the necessary financial and legal ability to construct the Improvements and perform the Agreement and the other agreements incidental to such performance as contemplated by this Agreement and that all contracts for construction of the Improvements are fully enforceable by the Developer.
Representations and Warranties by the Developer. The Developer represents and warrants that before the system is conveyed to the Authority he will:
A. Pay all fees required by the then current Rules and Regulations of the Authority. Fees Chapter: System Development Issue (Effective) Date: July 1, 2013 Document Number: 4.07 Approval Date: April 23, 2013 Page 2 of 5 Approved By: Executive Director DEVELOPER AGREEMENT – INDIVIDUAL CONNECTION applicable to this agreement are Review and Inspection Fees, assessed at an hourly rate based on actual costs.
B. Construct the Project according to the approved Plans by using a licensed contractor,
X. Xxxxx the Authority access at all times to the Project for purposes of inspection, taking of samples, and provide copies of permits, test results, and other information which may be reasonably requested by the Authority.
D. Provide the Authority one of the following sureties: Irrevocable Letter of Credit #: Performance Bond #: Cashier’s Check #: (A Cashier’s Check is permitted when value of surety does not exceed $10,000) as issued by and in the amount of $ which guarantees completion of the Project according to the plans. Surety amount shall be equivalent to the estimated construction cost, but not less than $1000.
X. Xx solely responsible for the costs for the design, construction, easement acquisition, and other related costs associated with the Project.
F. Submit to the Authority a Contractor’s warranty against defects in materials and workmanship which is valid for a period of one (1) year from date of final completion. A portion of the surety may be held until the satisfactory completion of the warranty period. It is understood by the Developer and Authority that if satisfactory progress is not made towards the completion of the items listed in Paragraph I, Section A thru F, the Authority may deny service or assess any damages to the Developer’s customer account.
