Representations and Warranties by the Redeveloper. The Redeveloper makes the following representations and warranties:
(a) Redeveloper represents that it has obtained or can obtain and will commit the requisite equity and debt financing in an amount necessary to purchase the Township Properties on the terms and conditions set forth herein, and to perform Redeveloper’s obligations hereunder.
(b) Redeveloper has the legal capacity to enter into this Redevelopment Agreement and perform each of the undertakings set forth herein and in the Redevelopment Plan as of the date of this Redevelopment Agreement.
(c) Redeveloper is duly organized and a validly existing legal entity under the laws of the State of New Jersey, authorized to do business in the State of New Jersey and all necessary resolutions or authorizations have been duly adopted to authorize the execution and delivery of this Redevelopment Agreement and to authorize and direct the persons executing this Redevelopment Agreement to do so for and on the Redeveloper's behalf.
(d) No receiver, liquidator, custodian or trustee of Redeveloper has been appointed or is contemplated as of the date of this Redevelopment Agreement, and no petition to reorganize Redeveloper pursuant to the United States Bankruptcy Code or any similar statute that is applicable to the Redeveloper has been filed or is contemplated as of the Effective Date.
(e) No indictment has been returned against any member, manager or officer of Redeveloper.
(f) As of the Effective Date, to the best of Redeveloper’s knowledge and belief after diligent inquiry there is no action, proceeding or investigation now pending, nor any basis therefore, known or believed to exist which (i) questions the validity of this Redevelopment Agreement, Redeveloper's execution hereof, or any action or act taken or to be taken by the Redeveloper pursuant to this Redevelopment Agreement; or (ii) is likely to result in a material adverse change in the Redeveloper’s property, assets, liabilities or condition which will materially and substantially impair Redeveloper's ability to perform its obligations pursuant to the terms of this Redevelopment Agreement.
(g) Redeveloper’s execution and delivery of this Redevelopment Agreement and its performance hereunder will not constitute a violation of any operating agreement of the Redeveloper or of any other agreement, mortgage, indenture, instrument or judgment to which the Redeveloper is a party.
(h) All factual information and statements submitted by Redeveloper to the Towns...
Representations and Warranties by the Redeveloper. The Redeveloper makes the following representations and warranties:
Representations and Warranties by the Redeveloper. The Redeveloper represents and warrants that:
(a) The Redeveloper 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.
(b) The consummation of the transactions contemplated by this Agreement will not violate any provisions of the governing documents of the Redeveloper or constitute a default or result in the breach of any term or provision of any contract or agreement to which the Redeveloper is a party so as to adversely affect the consummation of such transactions.
(c) The Redeveloper knows of no litigation or threatened litigation, proceeding or investigation contesting the powers of the Authority, the Redeveloper with respect to the Project, the Agreement, Redeveloper’s Financing or the Improvements.
Representations and Warranties by the Redeveloper. The Redeveloper represents and warrants to the City and to Owner that:
(a) The Redeveloper is a corporation organized and in good standing under the laws of the State of Minnesota.
(b) The Redeveloper 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 Redeveloper is now a party or by which it is bound, or constitutes a default under any of the foregoing.
(c) Subject to the conditions contained in Article IV below, the Redeveloper will construct the Minimum Improvements in accordance with Applicable Laws.
(d) The Redeveloper will obtain all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all Applicable Laws that must be obtained or met before the Minimum Improvements may be lawfully constructed.
(e) The Redeveloper will reasonably cooperate with the City and Owner with respect to any litigation commenced by third parties in connection with this Agreement and any litigation commenced by the City or Owner against third parties in connection with this Agreement.
(f) There are no pending or threatened legal proceedings of which the Redeveloper has knowledge which seek to restrain or enjoin the transactions contemplated by the Agreement or which question the authority of the Redeveloper to execute and deliver this Agreement or the validity of this Agreement.
(g) The Redeveloper has delivered to the Owner all current surveys and title reports for the Redevelopment Property.
(h) Exhibit H includes all environmental reports and other documents in the Redeveloper’s possession or control regarding the environmental condition of the Redevelopment Property and the Option Property.
Representations and Warranties by the Redeveloper. The ------------------------------------------------- Redeveloper hereby represents and warrants the following to PARA for the purpose of inducing PARA to enter into this Agreement and to consummate the transactions contemplated hereby, all of which shall be true as of the date hereof:
(a) The Redeveloper is a corporation of the State of New Jersey, is qualified to do business and in good standing under the laws of the State of New Jersey, and has all requisite power and authority to carry on its business as now and whenever conducted, and to enter into and perform its obligations under this Agreement.
(b) The Redeveloper has the legal power, right and authority to enter into this Agreement and the instruments and documents referenced herein to which the Redeveloper is a party, to consummate the transactions contemplated hereby, to take any steps or actions contemplated hereby, and to perform their obligations hereunder.
