Common use of Representations and Warranties by the Developer Clause in Contracts

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 by any governmental authority materially affecting the Facility or materially affecting Developer or its business which may delay or require changes to the Project.

Representations and Warranties by the Developer. The Developer makes the following representations and warranties as the basis for the undertakings on its covenants hereinpart herein contained: (a) The Developer is a limited liability company Minnesota corporation, duly organized and in good standing under the laws of the State of Minnesota, Minnesota and is not in violation of any provisions of its Articles articles of Incorporation incorporation or Bylaws, is duly authorized to transact business in the State, by-laws. The Developer has the power to enter into this Agreement, Agreement and has duly authorized the execution, delivery and performance of 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 proper action of it governing bodytheir actions. (b) The Developer will acquire In the event the Development PropertyProperty is conveyed to the Developer, construct new improvementsthe Developer, and or assigns, will construct, operate and maintain the Facility Minimum Improvements on the Development Property in substantial accordance with the terms of this Agreement Agreement, the Construction Plans and all local, state State and federal laws and regulations (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 apply for and use its best efforts 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, licenses and approvals, and will meet, in a timely manner, all the requirements of all applicable local, state, State and federal laws and regulations which must be obtained or met before the proposed improvements to the Facility Minimum Improvements may be lawfully constructedconstructed or used for their intended purpose. (ed) 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 or any corporate restriction or any evidences evidence 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. (fe) The Developer shall promptly advise represents that there is no business subsidy provided by the City, Authority because the ISD No. 721 and Developer is purchasing the County in writing of all litigation or claims affecting any part of the Facility and all written complaints and charges made by any governmental authority materially affecting the Facility or materially affecting Developer or its business which may delay or require changes to the ProjectDevelopment Property at fair market value.

Representations and Warranties by the Developer. The Developer makes the following representations represents and warranties as the basis for its covenants hereinwarrants that: (a) The Developer is a limited liability company North Dakota Limited Liability Partnership and is qualified to transact business in good standing under the laws State and, to the actual knowledge of the State individuals executing this Agreement on behalf of MinnesotaDeveloper, is not in violation of any provisions of its Articles charter or the laws 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 delivery, and performance of this Agreement by proper action of it governing bodycorporate action. (b) The Developer has or will acquire fee title to the Development Property, construct new improvements, Property and operate and maintain shall use the Facility Project in accordance with the terms of this Agreement and all local, state State, and federal laws and regulations (including, but not limited to, environmental, zoning, building code code, and public health laws and regulations). (c) The Developer has received no notice or communication from any local, stateState, or federal official that the activities of the Developer or the undertaking pursuant to this Agreement 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, stateState, or federal environmental law, regulation regulation, or review procedureprocedure regarding the terms of this Agreement. (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 by, or conflicts with or results in a breach of, the terms, conditions conditions, or provisions of any corporate restriction or any evidences of indebtedness, agreement 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. (e) Whenever any Event of Default occurs on the part of Developer, which default and if the City shall employ attorneys or breach might prevent incur other expenses for the collection of payments due or to become due or for the enforcement of performance or observance of any obligation or agreement on the part of the Developer from performing its obligations under this Agreement, and the City prevails in such action, the Developer agrees that it shall, within thirty (30) calendar days of written demand by the City, pay to the City the reasonable fees of such attorneys and such other reasonable expenses actually incurred by the City in connection with an Event of Default by the Developer. (f) The financing assistance being provided by the City hereunder is a valuable incentive to Developer shall for its proposed development, and in the opinion of the Developer, the Project would not be economically feasible within the reasonably foreseeable time without the assistance and benefit provided in this Agreement. (g) The Developer shall, promptly after the Developer has knowledge, advise the City, the ISD No. 721 and the County City in writing of all litigation or claims affecting any part of the Facility Project and all written complaints and charges made by any governmental authority materially affecting the Facility Project or materially affecting Developer or its business which may delay or require changes to in construction of the Project. (h) The Developer will obtain, or cause to be obtained, 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 for the construction and operation of the Project. (i) The Developer understands that the City may subsidize or encourage the development of other developments in the City, including properties that compete with the Development Property and the Project, and that such subsidies may be more favorable than the terms of this Agreement, and that the City has not represented that development of the Development Property will be favored over the development of other properties.

Representations and Warranties by the Developer. The Developer makes the following representations represents and warranties as the basis for its covenants hereinwarrants that: (a) The Developer is a limited liability company duly organized and in good standing under the laws of the State of MinnesotaState, is not in violation of any provisions of its Articles or the laws of Incorporation or Bylaws, is duly authorized to transact business in the State, has the power to enter into this Agreement, Agreement and has duly authorized the execution, delivery and performance of this Agreement by proper action of it governing bodyits board of governors. . (b) The Developer will acquire the Development Property, construct new improvementsconstruct, and until the Termination Date operate and maintain maintain, the Facility Minimum Improvements 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 As of the date of this Agreement, the Developer has received no notice or communication from any local, state, state or federal official that the activities of the Developer in regard to the Development Property or undertaken pursuant to this Agreement 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 As of the date of this Agreement, the Developer is aware of no facts in regard to the Development Property the existence of which would cause it to be in violation of or give any person a valid claim under any local, state, state or federal environmental law, regulation or review procedureprocedure in regard to the Development Property. (d) The Developer will construct the Minimum Improvements in accordance with all local, state or federal energy-conservation laws or regulations. (e) The Developer will obtain, in a timely manner, all required permits, licenses, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, state and federal laws and regulations which must be obtained or met before the proposed improvements to the Facility Minimum Improvements may be lawfully constructed. (ef) 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 . (g) Whenever any Event of Default occurs and if the City shall employ attorneys or breach might prevent incur other expenses for the collection of payments due or to become due or for the enforcement of performance or observance of any obligation or agreement on the part of the Developer from performing its obligations under this Agreement, and the City prevails in such action, the Developer agrees that it shall, within ten days of written demand by the City, pay to the City the reasonable fees of such attorneys and such other expenses so incurred by the City. (fh) The proposed development by the Developer hereunder would not occur but for the financing assistance being provided by the City hereunder. (i) The Developer shall promptly advise the City, the ISD No. 721 and the County City in writing of all litigation or claims materially affecting any part of the Facility construction of the Minimum Improvements and all written complaints and charges made by any governmental authority materially affecting the Facility or materially affecting Developer or its business which may delay or require changes to in construction of the ProjectMinimum Improvements.

Representations and Warranties by the Developer. The Developer makes the following representations represents and warranties as the basis for its covenants hereinwarrants that: (a) The Developer is a limited liability company corporation duly organized and in good standing under the laws of the State of Minnesota, is not in violation of any provisions of its Articles articles of Incorporation incorporation and by-laws or Bylawsthe laws of the State, is duly authorized to transact business in within the State, has the power to enter into this Agreement, Agreement and has duly authorized the execution, delivery and performance of this Agreement by proper action of it governing bodyits directors. (b) The Developer will acquire In the event the Development PropertyProperty is conveyed to the Developer, then the Developer intends to construct new improvements, and operate and maintain the Facility Minimum Improvements in accordance with the terms of this Agreement Agreement, the Development Plan 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, state or federal official that the activities of the Developer or the Authority with respect to the Development Property may be or will be in violation of any environmental law or regulation (other than those notices or communications of which the City Authority 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, state or federal environmental law, regulation or review procedureprocedure with respect to the Development Property. (d) The Developer will construct the Minimum Improvements in accordance with all local, state or federal energy-conservation laws or regulations. (e) The Developer will use all reasonable efforts to obtain, in a timely manner, all required permits, licenses, licenses and approvals, and will use all reasonable efforts to meet, in a timely manner, all requirements of all applicable local, state, state and federal laws and regulations which must be obtained or met before the proposed improvements to the Facility Minimum Improvements may be lawfully constructed. (ef) Neither Nether 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 evidenced 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. (fg) The proposed redevelopment by the Developer shall promptly advise hereunder would not occur but for the City, tax increment financing assistance being provided by 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 by any governmental authority materially affecting the Facility or materially affecting Developer or its business which may delay or require changes to the ProjectAuthority hereunder.

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 MinnesotaState, is not in violation of any provisions of its Articles of Incorporation Organization or BylawsOperating Agreement, 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 its governing body. (b) The Subject to obtaining the permits and approvals therefore, the Developer will acquire the Development Propertyconstruct, construct new improvementsoperate, and operate and maintain the Facility Minimum Improvements in accordance with the terms of this Agreement and all local, state 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, 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, State or federal environmental law, regulation or review procedure. (d) The Developer will use commercially reasonable efforts to 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, State and federal laws and regulations which must be obtained or met before the proposed improvements to the Facility Minimum Improvements 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 Agreementhereunder. (f) The Developer shall promptly advise the City, the ISD No. 721 and the County City in writing of all litigation or claims affecting any part of the Facility Minimum Improvements and all written complaints and charges made by any governmental authority materially affecting the Facility Minimum Improvements or materially affecting Developer or its business which may delay or require changes in construction of the Minimum Improvements. (g) The Developer represents that the completion of the Minimum Improvements would not be financially feasible without the assistance provided to the ProjectDeveloper pursuant to this Agreement.

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 cooperative corporation duly organized and in good standing under the laws of the State of MinnesotaState, is not knowingly in violation of any provisions of its Articles articles of Incorporation incorporation or Bylawsits bylaws, is duly authorized to transact business in within the State, has the power to enter into this Agreement, Agreement and has duly authorized the execution, delivery and performance of this Agreement by proper action of it governing bodyits officers. (b) The Developer will acquire cause the Development PropertyMinimum Improvements to be constructed, construct new improvements, operated and operate and maintain the Facility maintained 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 intends to expend approximately $80,000,000 for construction of the Minimum Improvements, site costs, renovation of the Developer’s existing corporate headquarters, fixtures, furniture and equipping, and soft costs in approximately the next 3 years. (d) The Developer has received no notice or communication from any local, state, State or federal official that the activities of the Developer with respect to the Minimum Improvements may be or will be in violation of any environmental law or environmental 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, state or federal environmental law, environmental regulation or environmental 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 procedure with respect to the Facility may be lawfully constructedMinimum Improvements. (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 material claims affecting any part arising from or out of the Facility Minimum Improvements and all written complaints and material charges made by any governmental authority materially affecting arising from or out of the Facility or materially affecting Developer or its business Minimum Improvements which may delay or require changes in construction of the Minimum Improvements through the date of the Certificate of Completion. (g) To the best of the Developer’s knowledge, the Developer is not in default under any business subsidy agreement within the State of Minnesota pursuant to Section 116J.994 of the Business Subsidy Act. (h) The Developer has made its own projections of Tax Abatement and revenues to be generated from the Minimum Improvements and of the Developer’s returns on cost or investment and the Developer has not relied on any assumptions, calculations, determinations or conclusions made by the City, the County, their governing body members, officers or agents, including the independent contractors, consultants and legal counsel, servants and employees thereof, with respect to the Projectforegoing or in determining to proceed with the Minimum Improvements. (i) The Developer acknowledges that land use permits shall be governed by City land use ordinances and specific land use approvals separate from this Agreement. (j) The Developer would not construct the Minimum Improvements on the Development Property but for the agreement by the City and the County to provide the Tax Abatement as set forth herein.

Representations and Warranties by the Developer. The Developer makes the following representations represents and warranties as the basis for its covenants hereinwarrants that: (a) The Developer is a Minnesota limited liability company company, duly organized and in good standing under the laws of the State of Minnesota, Minnesota and is not in violation of any provisions of its Articles of Incorporation company documents or Bylaws, is duly authorized to transact business in the State, its operating agreement. The Developer has the power to enter into this Agreement, Agreement and has duly authorized the execution, delivery and performance of 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 proper action of it governing bodytheir actions. (b) The execution, delivery and performance by 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 localwill not (i) violate any provision of any law, state and federal laws and regulations 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, (includingii) violate or contravene any provision of the articles of incorporation or bylaws of Developer, but not limited toor (iii) result in a breach of or constitute a default under any indenture, environmentalloan or credit agreement or any other agreement, zoning, building code and public health laws and regulations)lease or instrument to which Developer is a party or by which it or any of its properties may be bound. (c) Developer has paid the Xxxxxxx Money to the EDA. (d) The Developer has received no notice or communication from any local, state, 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 (other than those notices or communications of which the City is aware)regulation. The Developer is aware of no facts 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 procedureprocedure or which give any person a valid claim under any of the foregoing. (de) The Developer will complete the Minimum Improvements in accordance with all local, state, federal laws or regulations. (f) If the timing is such that adjacent properties are also undergoing redevelopment during Developer’s planning of Minimum Improvements, Developer shall cooperate and coordinate with redevelopment projects adjacent to Development Property, as well as with developers and the City regarding but not limited to design, access, parking and other site plan elements. (g) The Developer will 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 proposed improvements to the Facility Minimum Improvements may be lawfully constructedconstructed or acquired. (eh) Neither If the execution and delivery of this AgreementDeveloper Contingencies under Section 3.4 have not been waived on or before the Contingency Date, the consummation Developer will be prepared to commence construction of the transactions contemplated hereby, nor Minimum Improvements and will have the fulfillment of or compliance with financial capacity to meet the terms and conditions of this Agreement is prevented, limited by or conflicts with or results obligations specified 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. (fi) The Developer will have satisfied the terms and conditions contained in this Agreement prior to the Contingency Date or posted surety bonds for future fulfillment of all requirements contained in the Agreement. (j) The Developer shall promptly advise cooperate with the CityEDA with respect to any litigation, other than litigation in which the EDA and the Developer are adverse parties, commenced with respect to the Minimum Improvements. (k) In the event that this Agreement is terminated by the EDA as a result of an Event of Default, the ISD No. 721 Developer agrees that they will, within ten (10) days of written demand by the EDA, reimburse the EDA for all of its costs and expenses, including reasonable fees for attorneys and consultants, incurred in connection with the negotiation, preparation and implementation of this Agreement. (l) Whenever any Event of Default occurs and the County in writing EDA employs attorneys or incurs other expenses for the collection of all litigation payments due or claims affecting to become due or for the enforcement of performance or observance of any obligation or agreement on the part of the Facility and all Developer under this Agreement, the Developer agrees that it shall, within ten (10) days of written complaints and charges made demand by any governmental authority materially affecting the Facility or materially affecting Developer or its business which may delay or require changes EDA, pay to the ProjectEDA the reasonable fees for attorneys and other expenses so incurred by the EDA. The representations, warranties and other provisions of this Section 2.2 shall survive Closing.

Representations and Warranties by the Developer. The Developer makes the following representations represents and warranties as the basis for its covenants hereinwarrants that: (a) The Developer is a Minnesota limited liability company company, duly organized and in good standing under the laws of the State of Minnesota, Minnesota and is not in violation of any provisions of its Articles of Incorporation company documents or Bylaws, is duly authorized to transact business in the State, its operating agreement. The Developer has the power to enter into this Agreement, Agreement and has duly authorized the execution, delivery and performance of 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 proper action of it governing bodytheir actions. (b) The execution, delivery and performance by 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 localwill not (i) violate any provision of any law, state and federal laws and regulations 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, (includingii) violate or contravene any provision of the articles of incorporation or bylaws of Developer, but not limited toor (iii) result in a breach of or constitute a default under any indenture, environmentalloan or credit agreement or any other agreement, zoning, building code and public health laws and regulations)lease or instrument to which Developer is a party or by which it or any of its properties may be bound. (c) Developer has deposited the Xxxxxxx Money with the EDA. (d) The Developer has received no notice or communication from any local, state, 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 (other than those notices or communications of which the City is aware)regulation. The Developer is aware of no facts 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 procedureprocedure or which give any person a valid claim under any of the foregoing. (de) 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. (f) 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 proposed improvements to the Facility Minimum Improvements may be lawfully constructedconstructed or acquired. (eg) Neither Upon its acquisition of the execution and delivery of this AgreementDevelopment Property at Closing, the consummation Developer will be prepared to immediately commence construction of the transactions contemplated hereby, nor Minimum Improvements and will have the fulfillment of or compliance with financial capacity to meet the terms and conditions of this Agreement is prevented, limited by or conflicts with or results obligations specified 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. (fh) The Developer will have satisfied the terms and conditions contained in this Agreement prior to the Maturity Date or posted surety bonds for future fulfillment of all requirements contained in the Agreement. (i) The Developer shall promptly advise cooperate with the CityEDA with respect to any litigation, other than litigation in which the EDA and the Developer are adverse parties, commenced with respect to the Project or Minimum Improvements. (j) In the event that this Agreement is terminated by the EDA as a result of an Event of Default, the ISD No. 721 Developer agrees that they will, within ten (10) days of written demand by the EDA, reimburse the EDA for all of its costs and expenses, including reasonable fees for attorneys and consultants, incurred in connection with the negotiation, preparation and implementation of this Agreement. (k) Whenever any Event of Default occurs and the County in writing EDA employs attorneys or incurs other expenses for the collection of all litigation payments due or claims affecting to become due or for the enforcement of performance or observance of any obligation or agreement on the part of the Facility and all Developer under this Agreement, the Developer agrees that it shall, within ten (10) days of written complaints and charges made demand by any governmental authority materially affecting the Facility or materially affecting Developer or its business which may delay or require changes EDA, pay to the ProjectEDA the reasonable fees for attorneys and other expenses so incurred by the EDA. The representations, warranties and other provisions of this Section 2.2 shall survive Closing.

Representations and Warranties by the Developer. The Developer makes the following representations represents and warranties as the basis for its covenants hereinwarrants that: (a) The Developer is a limited liability company national banking association and is qualified to transact business in good standing under the laws State, and, to the actual knowledge of the State individuals executing this Agreement on behalf of MinnesotaDeveloper, is not in violation of any provisions of its Articles federal charter or the laws of Incorporation or Bylaws, is duly authorized to transact business in the State, has the power to enter into this Agreement, Agreement and has duly authorized the execution, delivery and performance of this Agreement by proper action of it governing bodycorporate action. (b) The Developer will acquire shall use the Development Property, construct new improvements, and operate and maintain the Facility Minimum Improvements 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, state or federal official that the activities of the Developer or the undertaken pursuant to this Agreement 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, state or federal environmental law, regulation or review procedureprocedure regarding the terms of this Agreement. (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 . (e) Whenever any Event of Default occurs on the part of Developer and if the City shall employ attorneys or breach might prevent incur other expenses for the collection of payments due or to become due or for the enforcement of performance or observance of any obligation or agreement on the part of the Developer from performing its obligations under this Agreement, and the City prevails in such action, the Developer agrees that it shall, within thirty days of written demand by the City, pay to the City the reasonable fees of such attorneys and such other reasonable expenses actually incurred by the City in connection with Event of Default by Developer . (f) The financing assistance being provided by the City hereunder is a valuable incentive to Developer shall for its proposed development. (g) The Developer shall, promptly after the Developer has knowledge, advise the City, the ISD No. 721 and the County City in writing of all litigation or claims affecting any part of the Facility Minimum Improvements and all written complaints and charges made by any governmental authority materially affecting the Facility Minimum Improvements or materially affecting Developer or its business which may delay or require changes to in construction of the ProjectMinimum Improvements.

Representations and Warranties by the Developer. The Developer makes the following representations represents and warranties as the basis for its covenants hereinwarrants that: (a) The Developer is a Minnesota limited liability company in good standing organized and existing 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 this 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 execution 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 performance of the Developer may be or will be in violation its obligations under this Agreement. None 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 herebyby this Agreement, nor or 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 terms 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. (b) Subject to the conditions contained in Article III below, or constitutes a default the Developer will purchase the Development Property from the City, the Developer will construct and maintain the Minimum Improvements in accordance with the terms of this Agreement, the TIF Plan, and all applicable local, State and Federal laws and regulations (including, but not limited to, the TIF Act, environmental, zoning, building code and public health laws and regulations). (c) Developer acknowledges that although Developer is purchasing the Development Property at its fair market value as raw land, the City has incurred significant costs in acquiring and preparing the Development Property for development by Developer and for On-Site Improvements and the Off-Site Public Improvements and recoupment of those costs by the City through tax increment revenue is necessary for the City to fund the debt for those costs and the obligations of Developer under any this Agreement are necessary to ensure the reimbursement to the City through the tax increment revenue. (d) The construction of the foregoingProject to the size and scope contemplated by this Agreement would not have been undertaken by the Developer, which default or breach might prevent and in the opinion of the Developer from performing its obligations under would not be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided in this Agreement. (e) The Minimum Improvements will be constructed at a cost to Developer of not less than $22,320,000, exclusive of the value of the Development Property. (f) As of this date of execution of this Agreement, the Developer has received no notice or communication from any local, state or federal official that the anticipated activities of the Developer with respect to the Development Property may be or will be in violation of any environmental law or regulation (g) There are no pending or threatened legal proceedings, of which the Developer has notice, contemplating the liquidation or dissolution of the Developer or threatening its existence, or seeking to restrain or enjoin the transactions contemplated by the Agreement, or questioning the authority of the Developer to execute and deliver this Agreement or the validity of this Agreement. (h) Developer will use commercially reasonable efforts to 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. (i) Developer shall pay the normal and customary City fees and expenses for the approval and construction of the Minimum Improvements including, but not limited to, building permit fees, sewer accessibility charges (SAC), water accessibility charges (WAC) and park dedication fees. (j) The Developer shall promptly advise will cooperate with the City, the ISD No. 721 and the County in writing City will cooperate with the Developer with respect to any litigation commenced with respect to the Development Property or the Minimum Improvements. (k) The financing arrangements which the Developer has obtained or will obtain to finance the acquisition of all litigation the Development Property and the construction of the Minimum Improvements, will be sufficient to enable the Developer to successfully complete the Minimum Improvements as contemplated by this Agreement. Developer shall provide a Financing Commitment to the City prior to the Closing Date. (l) Whenever any Event of Default occurs and if the City shall employ attorneys or claims affecting incur other expenses for the collection of payments due or to become due or for the enforcement of performance or observance of any obligation or agreement on the part of the Facility Developer under this Agreement, the Developer agrees that it shall, within thirty (30) days of written demand by the City, pay to the City the reasonable fees of such attorneys and all written complaints such other reasonable expenses so incurred and charges paid for by the City. (m) The Developer represents that, during the term of the Declaration, no more than twenty percent (20%) of the square footage of the Minimum Improvements will consist of commercial, retail or other nonresidential use. For purposes of this covenant, the underground parking, the common areas and amenity areas constructed for use by the tenants of the Minimum Improvements constitute residential uses. (n) Developer shall be responsible for the implementation of Phase II of the RAP and any further work required beyond Phase I of the RAP related to development of the Development Property as required by the MPCA for Xxxxxxxxxx Site XX0000000 or any other applicable action plan from another appropriate regulatory authority. (o) The Developer has made its own projections of Tax Increment and revenues to be generated from the Project and of the Developer’s return on investment and the Developer has not relied on any assumptions, calculations, determinations or conclusions made by any governmental authority materially affecting the Facility City, its governing body members officers or materially affecting Developer or its business which may delay or require changes agents, including the independent contractors, consultants and legal counsel, servants and employees thereof, with respect to the foregoing or in determining to proceed with the Project; (p) The person or 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. All representations and warranties shall survive Closing for a period of two (2) years.

Representations and Warranties by the Developer. The Developer makes the following representations represents and warranties as the basis for its covenants hereinwarrants that: (a) The Developer is a limited liability company duly organized and in good standing under the laws of the State of MinnesotaState, is not in violation of any provisions of its Articles organizing documents or (to the best of Incorporation or Bylawsits knowledge) the laws of the State, is duly authorized to transact business in within the State, has the power to enter into this Agreement, Agreement and has duly authorized the execution, delivery and performance of this Agreement by proper action of it governing bodyits officers. (b) The If the conditions precedent to construction occur, and subject to the terms, covenants and conditions herein, the Developer will acquire the Development Propertyconstruct, construct new improvements, and operate and maintain maintain, or cause to be constructed, operated and maintained, the Facility Minimum Improvements in accordance with the terms of this Agreement Agreement, the Development Plan and all applicable local, state and federal laws and regulations (including, but not limited to, applicable environmental, zoning, building code and public health laws and regulations). (c) The Developer has received no notice or communication from any local, state, state or federal official that the activities of the Developer or the City in the Project Area 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, state or federal environmental law, regulation or review procedure. (d) The Developer will obtain, in a timely manner, all required permits, licenses, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, state and federal laws and regulations which must be obtained or met before the proposed improvements to the Facility Minimum Improvements 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 proposed development by the Developer hereunder would not occur but for the tax increment financing assistance being provided by the City hereunder. (g) The Developer shall promptly advise the City, the ISD No. 721 and the County City in writing of all litigation or claims affecting any part of the Facility Minimum Improvements and all written complaints and charges made by any governmental authority materially affecting the Facility Minimum Improvements or materially affecting Developer or its business which may delay or require changes to in construction of the ProjectMinimum Improvements.

Representations and Warranties by the Developer. The Developer makes represents and warrants to the following representations and warranties as the basis for its covenants hereinCity that: (a) The Developer PouchTec Industries, LLC, is a Delaware limited liability company company, and is in good standing under the laws of the State state of Minnesota, which it is incorporated and with the Minnesota Secretary of State; are not in violation of any provisions of its Articles of Incorporation their governing documents or Bylaws, is duly authorized to transact business in the State, has state or federal laws; have the power to enter into this Agreement and to perform their obligations under this Agreement, and has ; have duly authorized the execution, delivery and performance of this Agreement; and neither the execution and fulfillment of this Agreement by proper action results in a breach of it governing bodythe terms of any restriction or other agreement Developer may be a party to. (b) The Developer will acquire construct the Development Property, construct new improvements, and operate and maintain the Facility Addition in accordance with the terms of this Agreement 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, state or federal official that the activities of the Developer or the City may be or will be in violation of any environmental law or regulation (other than those notices or communications of which regulation. To Developer's knowledge, the City is aware). The Developer is not aware of no any facts the existence of which would cause it the Property to be in violation of or give any person a valid claim under any local, state, state or federal environmental law, regulation or review procedure. (dc) The Developer will obtain, in a timely manner, all required permits, licenses, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, state and federal laws and regulations which must be obtained or met before the proposed improvements to the Facility Site Improvements may be lawfully constructed. (ed) 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 or any corporate company 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 . (e) The Developer will cooperate with the Developer from performing its obligations under City with respect to any litigation commenced with respect to this Agreement, the sale of the Property, or the development of the Addition. (f) The Developer shall promptly advise pay, on time, any and all obligations to the City, including but not limited to real property taxes payable with respect to the ISD No. 721 Property and all other real estate within the County in writing of City owned by Developer. (g) The Developer shall, at all litigation or claims affecting any part times, ensure that the Property and use of the Facility and Property complies with all written complaints and charges made by any governmental authority materially affecting the Facility or materially affecting Developer or its business which may delay or require changes City ordinances including but not limited to the ProjectCity’s zoning, storm water, sewer discharge, and nuisance ordinances. (h) Developer acknowledges that Developer is responsible for all costs associated with utility connections, SAC, WAC, storm water improvements, extension of electricity, phone, and gas. (i) None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. The obligations relating to the construction and maintenance of the Addition shall run with the land and bind the Developer’s successors and assigns.

Representations and Warranties by the Developer. The Developer makes the following representations represents and warranties as the basis for its covenants hereinwarrants that: (a) The Developer is a Minnesota limited liability company in good standing limited partnership organized and existing 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 this 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 execution 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 performance 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)its obligations under this Agreement. 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 Niether the execution and delivery of this Agreement, the consummation of the transactions contemplated herebyby this Agreement, nor or 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 terms 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. (b) Subject to the conditions contained in Article III below, the Developer will construct and maintain the Minimum Improvements in accordance with the terms of this Agreement, the TIF Plan, and all applicable local, State and Federal laws and regulations (including, but not limited to, the TIF Act, environmental, zoning, building code and public health laws and regulations). (c) The construction of the Project to the size and scope contemplated by this Agreement would not have been undertaken by the Developer, and in the opinion of the Developer would not be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided in this Agreement. (d) As of this date of execution of this Agreement, the Developer has received no notice or communication from any local, state or federal official that the anticipated activities of the Developer with respect to the Development Property may be or will be in violation of any environmental law or regulation (e) There are no pending or threatened legal proceedings, of which the Developer has notice, contemplating the liquidation or dissolution of the Developer or threatening its existence, or constitutes a default under any seeking to restrain or enjoin the transactions contemplated by the Agreement, or questioning the authority of the foregoing, which default Developer to execute and deliver this Agreement or breach might prevent the Developer from performing its obligations under validity of this Agreement. (f) Developer will use commercially reasonable efforts to 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. (g) Developer shall pay the normal and customary City fees and expenses for the approval and construction of the Minimum Improvements including, but not limited to, building permit fees, sewer accessibility charges (SAC), water accessibility charges (WAC) and park dedication fees. (h) The Developer shall promptly advise will cooperate with the CityAuthority, the ISD No. 721 and the County in writing Authority will cooperate with the Developer with respect to any litigation commenced with respect to the Development Property or the Minimum Improvements. (i) The financing arrangements which the Developer has obtained or will obtain to finance the acquisition of all litigation the Development Property and the construction of the Minimum Improvements, will be sufficient to enable the Developer to successfully complete the Minimum Improvements as contemplated by this Agreement. Developer shall provide a Financing Commitment to the Authority prior to the execution and recording of this Development Agreement. (j) Whenever any Event of Default occurs and if the Authority shall employ attorneys or claims affecting incur other expenses for the collection of payments due or to become due or for the enforcement of performance or observance of any obligation or agreement on the part of the Facility Developer under this Agreement, the Developer agrees that it shall, within thirty (30) days of written demand by the Authority, pay to the Authority the reasonable fees of such attorneys and all written complaints such other reasonable expenses so incurred and charges paid for by the Authority. (k) The Developer represents that, during the term of the Declaration, no more than twenty percent (20%) of the square footage of the Minimum Improvements will consist of commercial, retail or other nonresidential use. For purposes of this covenant, the underground parking, the common areas and amenity areas constructed for use by the tenants of the Minimum Improvements constitute residential uses. (l) The Developer has made its own projections of Tax Increment and revenues to be generated from the Project and of the Developer’s return on investment and the Developer has not relied on any assumptions, calculations, determinations or conclusions made by any governmental authority materially affecting the Facility Authority, its governing body members officers or materially affecting Developer or its business which may delay or require changes agents, including the independent contractors, consultants and legal counsel, servants and employees thereof, with respect to the foregoing or in determining to proceed with the Project; (m) The person or 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.