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

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 Township and its agents are complete, true and accurate in all material respects. Redeveloper acknowledges that the facts and representations contained in the information submitted by Redeveloper are incorporated herein by reference, are being relied upon by the Township, and are a material factor in the decision of the Township to enter into this Redevelopment Agreement with Redeveloper. (i) To the best of Redeveloper’s knowledge and belief, at the time of submission thereof to the Township all projections, estimates, pro formas and other information submitted by Redeveloper to the Township and its agents were materially correct and Redeveloper had no reason to believe any such information to be inaccurate or misleading in any material respect. (j) Redeveloper is financially and technically capable of developing, designing, financing, constructing, operating and maintaining the Project. (k) The party or parties signing the Redevelopment Agreement on behalf of Redeveloper is or are fully authorized to sign on behalf of the current members of Redeveloper and to bind them with respect thereto. (l) As of the Effective Date the respective interests of the Redeveloper are as set forth in the Incumbency Certificate attached as Exhibit D hereto. Redeveloper’s representations and warranties are intended to and shall survive the delivery of deeds to the Township Properties to Redeveloper.

Representations and Warranties by the Redeveloper. The Redeveloper makes the following representations and warranties: (aA) 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 Acquisition Parcels on the terms and conditions set forth herein, and to perform Redeveloper’s obligations hereunder. (bB) 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. (cC) Redeveloper is duly organized and a validly existing legal entity under the laws of the State of New JerseyDelaware, 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 ’s behalf. (dD) 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. (eE) No indictment has been returned against any member, manager or officer of Redeveloper. (fF) 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 ’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 ’s ability to perform its obligations pursuant to the terms of this Redevelopment Agreement. (gG) 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. (hH) All factual information and statements submitted by Redeveloper to the Township and its agents (including but not limited to XxXxxxxxx, Scotland & Xxxxxxx, LLC and NW Financial) are complete, true and accurate in all material respects. Redeveloper acknowledges that the facts and representations contained in the information submitted by Redeveloper are incorporated herein by reference, are being relied upon by the Township, and are a material factor in the decision of the Township to enter into this Redevelopment Agreement with Redeveloper. (iI) To the best of Redeveloper’s knowledge and belief, at the time of submission thereof to the Township all projections, estimates, pro formas and other information submitted by Redeveloper to the Township and its agents (including but not limited to XxXxxxxxx, Scotland & Xxxxxxx, LLC and NW Financial) were materially correct and Redeveloper had no reason to believe any such information to be inaccurate or misleading in any material respect. (jJ) Redeveloper is financially and technically capable of developing, designing, financing, constructing, operating and maintaining the Project. (kK) The party or parties signing the Redevelopment Agreement on behalf of Redeveloper is or are fully authorized to sign on behalf of the current members of Redeveloper and to bind them with respect thereto. (lL) As of the Effective Date the respective interests of the Redeveloper and of the Greenfield Member and of the Prism Member are as set forth in the Incumbency Certificate attached as at Exhibit D F hereto. Redeveloper’s representations and warranties are intended to and shall survive the delivery of deeds a deed to the Township Properties Township-Owned Property or Designated Acquisition Parcels to Redeveloper.

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 Property 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.the (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 ’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 exist, other than the Xxxxxxx Litigation, which (i) questions the validity of this Redevelopment Agreement, Redeveloper's ’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 ’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 Township and its agents (including but not limited to XxXxxxxxx, Scotland & Xxxxxxx, LLC and NW Financial) are complete, true and accurate in all material respects. Redeveloper acknowledges that the facts and representations contained in the information submitted by Redeveloper are incorporated herein by reference, are being relied upon by the Township, and are a material factor in the decision of the Township to enter into this Redevelopment Agreement with Redeveloper. (i) To the best of Redeveloper’s knowledge and belief, at the time of submission thereof to the Township all projections, estimates, pro formas and other information submitted by Redeveloper to the Township and its agents (including but not limited to XxXxxxxxx, Scotland & Xxxxxxx, LLC and NW Financial) were materially correct and Redeveloper had no reason to believe any such information to be inaccurate or misleading in any material respect. (j) Redeveloper is financially and technically capable of developing, designing, financing, constructing, operating and maintaining the Project. (k) The party or parties signing the Redevelopment Agreement on behalf of Redeveloper is or are fully authorized to sign on behalf of the current members of Redeveloper and to bind them with respect thereto. (l) As of the Effective Date the respective interests of the Redeveloper are as set forth in the Incumbency Certificate attached as at Exhibit D E hereto. Redeveloper’s representations and warranties are intended to and shall survive the delivery of deeds to the Township Properties to Redeveloper.

Representations and Warranties by the Redeveloper. The Redeveloper makes hereby represents and warrants the following representations and warranties: (a) Redeveloper represents that it has obtained or can obtain and will commit to the requisite equity and debt financing in an amount necessary to purchase Agency for the Township Properties on purpose of inducing the terms and conditions set forth herein, and to perform Redeveloper’s obligations hereunder. (b) Redeveloper has the legal capacity Agency to enter into this Redevelopment Agreement and perform each to consummate the transactions contemplated hereby, all of the undertakings set forth herein and in the Redevelopment Plan which shall be true as of the date of this Redevelopment Agreement. (c) hereof: The Redeveloper is duly a limited liability company organized and a validly existing legal entity under the laws of the State of New JerseyDelaware, authorized is in good standing under the laws of the State, and has all requisite power and authority to do carry on its business in as now and whenever conducted, and to enter into and perform its obligations under this Redevelopment Agreement. The Redeveloper has the State of New Jersey legal power, right and all necessary resolutions or authorizations have been duly adopted authority to authorize the execution and delivery of enter into this Redevelopment Agreement and the instruments and documents referenced herein to authorize which the Redeveloper is a party, to consummate the transactions contemplated hereby, to take any steps or actions contemplated hereby, and direct to perform their obligations hereunder. The Redeveloper is the persons executing this contract purchaser of the Project Area. This Redevelopment Agreement to do so for has been duly authorized, executed and on delivered by the Redeveloper's behalf. (d) ; and is valid and legally binding upon the Redeveloper and enforceable in accordance with its terms. The execution and delivery thereof shall not constitute a default under or violate the terms of any indenture, agreement or other instrument to which the Redeveloper is a party. No receiver, liquidator, custodian or trustee of the Redeveloper has shall have been appointed or is contemplated as of the date of this Redevelopment AgreementEffective Date, and no petition to reorganize the Redeveloper pursuant to the United States Bankruptcy Code or any similar statute that is applicable to the Redeveloper has shall have been filed or is contemplated as of the Effective Date. (e) . No adjudication of bankruptcy of the Redeveloper or a filing for voluntary bankruptcy by the Redeveloper under the provisions of the United States Bankruptcy Code or any other similar statute that is applicable to the Redeveloper has been filed. No indictment has been returned against any member, manager or officer of Redeveloper. (f) As official of the Effective DateRedeveloper with respect to any transaction related to the transactions contemplated by the terms of this Redevelopment Agreement or otherwise. To the best of the Redeveloper’s knowledge, no material action, suit, proceeding or official investigation has been threatened, publicly announced or commenced by any federal, state or local governmental authority or agency, or in any federal, state or local court, that seeks to enjoin, assess civil or criminal penalties against, assess civil damage against or obtain any judgment, order or consent decree with respect to the Redeveloper, this Redevelopment Agreement, or to any of the agreements which are referred to herein, as a result of the Redeveloper’s negotiation, execution, delivery or performance of any such agreement or its participation or intended participation in any transaction contemplated thereby; except that this Section 6.01(h) shall not apply to any material action, suit, proceeding or official investigation not involving criminal penalties which does not challenge the validity, binding effect or enforceability of any of the agreements which are referred to in this Redevelopment Agreement, and which, if adversely determined, would not materially adversely affect any of such agreements, the performance by the Redeveloper of its obligations thereunder, or transactions contemplated thereby. There are no suits, other proceedings or investigations pending or, to the best of the Redeveloper’s knowledge and belief after diligent inquiry there is no actionknowledge, 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 threatened against the Redeveloper pursuant to this Redevelopment Agreement; or (ii) is likely to result in that would have a material adverse change in effect on the financial condition of 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 Township and its agents are complete, true and accurate in all material respects. Redeveloper acknowledges that the facts and representations contained in the information submitted by Redeveloper are incorporated herein by reference, are being relied upon by the Township, and are a material factor in the decision of the Township to enter into this Redevelopment Agreement with Redeveloper. (i) To the best of the Redeveloper’s knowledge knowledge, all materials and beliefdocumentation submitted by the Redeveloper and its agents to the Agency and its agents were, at the time of submission thereof to the Township all projectionssuch submission, estimates, pro formas and other information submitted by Redeveloper to the Township and its agents were materially correct and Redeveloper had no reason to believe any such information to be inaccurate or misleading in any material respect. (j) accurate. The Redeveloper is financially and technically capable of developing, designing, financing, constructing, operating financing and maintaining the Project. (k) The party or parties signing constructing the Redevelopment Agreement on behalf of Redeveloper is Project or are fully authorized to sign on behalf of the current members of Redeveloper and to bind them with respect theretocausing such development, design, financing or construction. (l) As of the Effective Date the respective interests of the Redeveloper are as set forth in the Incumbency Certificate attached as Exhibit D hereto. Redeveloper’s representations and warranties are intended to and shall survive the delivery of deeds to the Township Properties to Redeveloper.

Representations and Warranties by the Redeveloper. The Redeveloper makes hereby represents and warrants the following representations and warranties: (a) Redeveloper represents that it has obtained or can obtain and will commit to the requisite equity and debt financing in an amount necessary to purchase Agency for the Township Properties on purpose of inducing the terms and conditions set forth herein, and to perform Redeveloper’s obligations hereunder. (b) Redeveloper has the legal capacity Agency to enter into this Redevelopment Agreement and perform each to consummate the transactions contemplated hereby, all of the undertakings set forth herein and in the Redevelopment Plan which shall be true as of the date hereof: (a) The Redeveloper is a limited liability company organized and existing under the laws of the State, is in good standing under the laws of the State, 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 Redevelopment Agreement. (cb) The Redeveloper is duly organized has the legal power, right and a validly existing legal entity under the laws of the State of New Jersey, authorized authority 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 enter into this Redevelopment Agreement and the instruments and documents referenced herein to authorize which the Redeveloper is a party, to consummate the transactions contemplated hereby, to take any steps or actions contemplated hereby, and direct to perform their obligations hereunder. (c) The Redeveloper is the persons executing contract purchaser of the Property and, subject to Section 4.03(c) of this Redevelopment Agreement Agreement, will be acquiring title to do so for and on the Redeveloper's behalfAdjacent Parcel. (d) This Redevelopment Agreement has been duly authorized, executed and delivered by the Redeveloper; and is valid and legally binding upon the Redeveloper and enforceable in accordance with its terms. The execution and delivery thereof shall not constitute a default under or violate the terms of any indenture, agreement or other instrument to which the Redeveloper is a party. (e) No receiver, liquidator, custodian or trustee of the Redeveloper has shall have been appointed or is contemplated as of the date of this Redevelopment AgreementEffective Date, and no petition to reorganize the Redeveloper pursuant to the United States Bankruptcy Code or any similar statute that is applicable to the Redeveloper has shall have been filed or is contemplated as of the Effective Date. (ef) No adjudication of bankruptcy of the Redeveloper or a filing for voluntary bankruptcy by the Redeveloper under the provisions of the United States Bankruptcy Code or any other similar statute that is applicable to the Redeveloper has been filed. (g) No indictment has been returned against any member, manager official of the Redeveloper with respect to any transaction related to the transactions contemplated by the terms of this Redevelopment Agreement or officer of Redeveloperotherwise. (fh) As To the best of the Effective DateRedeveloper’s knowledge, no material action, suit, proceeding or official investigation has been threatened, publicly announced or commenced by any federal, state or local governmental authority or agency, or in any federal, state or local court, that seeks to enjoin, assess civil or criminal penalties against, assess civil damage against or obtain any judgment, order or consent decree with respect to the Redeveloper, this Redevelopment Agreement, the Financial Agreement(s) or to any of the agreements which are referred to herein, as a result of the Redeveloper’s negotiation, execution, delivery or performance of any such agreement or its participation or intended participation in any transaction contemplated thereby; except that this Section 6.01(h) shall not apply to any material action, suit, proceeding or official investigation not involving criminal penalties which does not challenge the validity, binding effect or enforceability of any of the agreements which are referred to in this Redevelopment Agreement or the Financial Agreement(s), and which, if adversely determined, would not materially adversely affect any of such agreements, the performance by the Redeveloper of its obligations thereunder, or transactions contemplated thereby. (i) There are no suits, other proceedings or investigations pending or, to the best of the Redeveloper’s knowledge and belief after diligent inquiry there is no actionknowledge, 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 threatened against the Redeveloper pursuant to this Redevelopment Agreement; or (ii) is likely to result in that would have a material adverse change in effect on the Redeveloper’s property, assets, liabilities or financial 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 Township and its agents are complete, true and accurate in all material respects. Redeveloper acknowledges that the facts and representations contained in the information submitted by Redeveloper are incorporated herein by reference, are being relied upon by the Township, and are a material factor in the decision of the Township to enter into this Redevelopment Agreement with Redeveloper. (ij) To the best of the Redeveloper’s knowledge knowledge, all materials and beliefdocumentation submitted by the Redeveloper and its agents to the Agency and its agents were, at the time of submission thereof to the Township all projectionssuch submission, estimates, pro formas and other information submitted by Redeveloper to the Township and its agents were materially correct and Redeveloper had no reason to believe any such information to be inaccurate or misleading in any material respectaccurate. (jk) The Redeveloper is financially and technically capable of developing, designing, financing, constructing, operating financing and maintaining the Project. (k) The party or parties signing constructing the Redevelopment Agreement on behalf Project or causing such development, design, financing or construction, excluding any obligation for the costs and or work associated with the remediation of Redeveloper is or environmental matters that are fully authorized to sign on behalf and shall remain the responsibility of the current members of Redeveloper and to bind them with respect thereto. (l) As Department of the Effective Date the respective interests of the Redeveloper are as set forth in the Incumbency Certificate attached as Exhibit D hereto. Redeveloper’s representations and warranties are intended to and shall survive the delivery of deeds to the Township Properties to RedeveloperNavy.

Representations and Warranties by the Redeveloper. The Redeveloper makes the following representations and warrantieswarranties to induce the Township to enter into this Agreement and consumate the transactions contemplated hereby: (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. (b1) Redeveloper has the legal capacity of 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. (c2) 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 Agreement, and the performance by the Redeveloper of the terms and its obligations hereunder and to authorize and direct the persons executing this Redevelopment Agreement to do so for and on the Redeveloper's ’s behalf. (d3) No receiver, liquidator, custodian or trustee of the Redeveloper or any Affiliate has been appointed or is contemplated as of the date of this Redevelopment Agreement, and no petition to reorganize Redeveloper or any Affiliate pursuant to the United States Bankruptcy Code or any similar statute that is applicable to the Redeveloper or any Affiliate has been filed or is contemplated as of the Effective Date. (e4) No indictment has been returned against any member, manager or officer of Redeveloperthe Redeveloper or any Affiliate. (f5) As of the Effective Date, to To the best of the Redeveloper’s knowledge and belief after diligent inquiry 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 ’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 (or any Affiliate’s) property, assets, liabilities or condition which will materially and substantially impair the Redeveloper's ’s ability to perform its obligations pursuant to the terms of Project under this Redevelopment Agreement. (g6) 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 Township and its agents are complete, true and accurate in all material respects. Redeveloper acknowledges that the facts and representations contained in the information submitted by Redeveloper are incorporated herein by reference, are being relied upon by the Township, and are a material factor in the decision of the Township to enter into this Redevelopment Agreement with Redeveloper. (i) To the best of Redeveloper’s knowledge and belief, at the time of submission thereof to the Township all projections, estimates, pro formas and other information submitted by Redeveloper to the Township and its agents were materially correct and Redeveloper had no reason to believe any such information to be inaccurate or misleading in any material respect. (j7) Redeveloper is financially and technically capable of developing, designing, financing, constructing, operating and maintaining the Project. (k) The party or parties signing the Redevelopment Agreement on behalf of Redeveloper is or are fully authorized to sign on behalf of the current members of Redeveloper and to bind them with respect thereto. (l) As of the Effective Date the respective interests of the Redeveloper are as set forth in the Incumbency Certificate attached as Exhibit D hereto. Redeveloper’s representations and warranties are intended to and shall survive the delivery of deeds to the Township Properties to Redeveloper.

Representations and Warranties by the Redeveloper. The In addition to, but not limited by, any and all other representations and warranties of the Redeveloper makes contained in this Agreement, the Redeveloper hereby represents and warrants the following representations to the Authority and warranties: (a) Redeveloper represents that it has obtained or can obtain the County for the purpose of inducing the Authority 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 County to enter into this Redevelopment Agreement and perform each to consummate the transactions contemplated hereby, all of the undertakings set forth herein and in the Redevelopment Plan which shall be true as of the date Effective Date (such representations and warranties to survive the termination or expiration of the Term of this Agreement): (a) The Redeveloper is a limited liability company organized under the laws of the State, is in good standing under the laws of the State 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 Redevelopment Agreement. (cb) The Redeveloper is duly organized has the legal power, right and a validly existing legal entity under the laws of the State of New Jersey, authorized authority 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 enter into this Redevelopment Agreement and the instruments and documents referenced herein to authorize which the Redeveloper is a party, to consummate the transactions contemplated hereby, to take any steps or actions contemplated hereby, and direct the persons executing this to perform their obligations hereunder. (c) This Redevelopment Agreement has been duly authorized, executed and delivered by the Redeveloper and is valid and legally binding upon the Redeveloper and enforceable in accordance with its terms. The execution and delivery thereof shall not constitute a default under or violate the terms of any indenture, agreement or other instrument to do so for and on which the Redeveloper's behalfRedeveloper is a party. (d) No receiver, liquidator, custodian or trustee of the Redeveloper has shall have been appointed or is contemplated as of the date of this Redevelopment AgreementEffective Date, and no petition to reorganize the Redeveloper pursuant to the United States Bankruptcy Code or any similar statute that is applicable to the Redeveloper has shall have been filed or is contemplated as of the Effective Date. (e) No adjudication of bankruptcy of the Redeveloper or a filing for voluntary bankruptcy by the Redeveloper under the provisions of the United States Bankruptcy Code or any other similar statute that is applicable to the Redeveloper shall have been filed. (f) No indictment has been returned against any memberpartner, manager member or officer of the Redeveloper with respect to any transaction related to the transactions contemplated by the terms of this Redevelopment Agreement or otherwise. (g) There is no pending or, to the best of the Redeveloper’s knowledge, threatened litigation that would prevent the Redeveloper from performing its duties and obligations hereunder. (h) There are no suits, other proceedings or investigations pending or, to the best of the Redeveloper’s knowledge, threatened against the Redeveloper that would have a material adverse effect on the financial condition of the Redeveloper. (fi) As All materials and documentation submitted by the Redeveloper and its agents to the Authority and County and their agents were, at the time of such submission, and as of the Effective Date, to the best of Redeveloper’s knowledge materially accurate, 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 shall continue to this Redevelopment Agreement; or (ii) is likely to result in a inform the Authority and County of any material and adverse change changes 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 Township and its agents are complete, true and accurate in all material respectsdocumentation submitted. The Redeveloper acknowledges that the facts and representations contained in the information submitted by the Redeveloper are incorporated herein by reference, are being relied upon by the Township, and are a material factor in the decision of the Township Authority and the County to enter into this Redevelopment Agreement with Redeveloper. (i) To the best of Redeveloper’s knowledge and belief, at the time of submission thereof to the Township all projections, estimates, pro formas and other information submitted by Redeveloper to the Township and its agents were materially correct and Redeveloper had no reason to believe any such information to be inaccurate or misleading in any material respectAgreement. (j) The Redeveloper is financially and technically capable of developing, designing, financing, constructing, operating and maintaining constructing the ProjectProject Improvements. (k) The party or parties signing the Redevelopment Agreement on behalf of Redeveloper is or are fully authorized to sign entering into this Agreement and shall perform all of its obligations hereunder and consummate the transaction(s) contemplated by this Agreement solely in reliance on behalf and as a result of the current members of Redeveloper and to bind them with respect thereto. (l) As of the Effective Date the respective interests of the Redeveloper are as set forth in the Incumbency Certificate attached as Exhibit D hereto. Redeveloper’s representations own investigations and warranties are intended to efforts and shall survive at Redeveloper’s sole risk. Redeveloper acknowledges that this paragraph was a negotiated part of this Agreement and serves as an essential component of consideration for the delivery of deeds to the Township Properties to Redevelopersame.

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 Property 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 ’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 exist, other than the Xxxxxxx Litigation, which (i) questions the validity of this Redevelopment Agreement, Redeveloper's ’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 ’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 Township and its agents (including but not limited to XxXxxxxxx, Scotland & Xxxxxxx, LLC and NW Financial) are complete, true and accurate in all material respects. Redeveloper acknowledges that the facts and representations contained in the information submitted by Redeveloper are incorporated herein by reference, are being relied upon by the Township, and are a material factor in the decision of the Township to enter into this Redevelopment Agreement with Redeveloper. (i) To the best of Redeveloper’s knowledge and belief, at the time of submission thereof to the Township all projections, estimates, pro formas and other information submitted by Redeveloper to the Township and its agents (including but not limited to XxXxxxxxx, Scotland & Xxxxxxx, LLC and NW Financial) were materially correct and Redeveloper had no reason to believe any such information to be inaccurate or misleading in any material respect. (j) Redeveloper is financially and technically capable of developing, designing, financing, constructing, operating and maintaining the Project. (k) The party or parties signing the Redevelopment Agreement on behalf of Redeveloper is or are fully authorized to sign on behalf of the current members of Redeveloper and to bind them with respect thereto. (l) As of the Effective Date the respective interests of the Redeveloper are as set forth in the Incumbency Certificate attached as at Exhibit D E hereto. Redeveloper’s representations and warranties are intended to and shall survive the delivery of deeds to the Township Properties to Redeveloper.