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

Representations and Warranties by the Township. The Township hereby makes the following representations and warranties: (A) The Township has the legal power, right and authority to enter into this Agreement and the instruments and documents referenced herein to which the Township is a party, and (with respect to the authorization and issuance of the Phase 1 Bonds and any obligation of the Township related thereto or materially impacted thereby, subject to the Satisfactory Resolution of the Pending Litigation) to consummate the transactions contemplated hereby, to take any steps or actions contemplated hereby, and to perform their obligations hereunder, and as of the Effective Date the Township has taken all action and is in receipt of all Governmental Approvals required to consummate the transactions contemplated hereunder and to perform its obligations hereunder. (B) This Agreement is duly executed by the Township, and (with respect to the authorization and issuance of the Phase 1 Bonds and any obligation of the Township related thereto or materially impacted thereby, subject to the Satisfactory Resolution of the Pending Litigation) is valid and legally binding upon the Township and enforceable in accordance with its terms on the basis of Applicable Laws currently in effect and the execution and delivery thereof shall not, with due notice or the passage of time, constitute a default under or violate the terms of any indenture, agreement or other instrument to which the Township is a party. (C) Except for the Pending Litigation, as of the Effective Date, to the best of the Township’s knowledge there is no action, proceeding or investigation now pending nor any basis therefor, known or believed to exist which questions the validity of this Agreement or any action or act taken or to be taken by the Township pursuant to this Agreement. (D) To the best of the Township’s knowledge, except for the Pending Litigation there is no pending litigation which affects the Downtown Redevelopment Area designation or the Redevelopment Plan. (E) Other than the allegations in the Pending Litigation, the Township is not aware of any challenge to the validity of the Redevelopment Plan or this Agreement. Other than the allegations in the Pending Litigation, the Township knows of no statement, act or omission on the part of the Township or its employees or agents that as a matter of law would provide a basis for invalidating or nullifying the Redevelopment Plan or this Agreement. (F) All Township Costs including but not limited to Litigation Costs, Township fees and other charges owed by GP 177 and/or Prism have been paid in full through the Effective Date. The cash balance in the Escrow Account as of the Effective Date shall be used only to pay for Township Costs incurred by the Township after the Effective Date. (G) All representations and warranties of the Township set forth in the Redevelopment Agreement and this Agreement with respect to the authorization and issuance of the Phase 1 Bonds and any obligation of the Township related thereto or materially impacted thereby are expressly subject to the Satisfactory Resolution of the Pending Litigation defined herein. The Township’s representations and warranties are intended to and shall survive the execution delivery of this Agreement.

Representations and Warranties by the Township. The Township hereby makes the following representations and warranties: (A) The Township has the legal power, right and authority to enter into this Agreement and the instruments and documents referenced herein to which the Township is a party, and (with respect to the authorization and issuance of the Phase 1 Bonds and any obligation of the Township related thereto or materially impacted thereby, subject to the Satisfactory Resolution of the Pending Litigation) to consummate the transactions contemplated hereby, to take any steps or actions contemplated hereby, and to perform their obligations hereunder, and as of the Effective Date except as to the PILOT Contingency and Financial Agreement and matters relevant thereto the Township has taken all action and is in receipt of all Governmental Approvals required to consummate the transactions contemplated hereunder and to perform its obligations hereunder. (B) This Agreement is duly executed by the Township, and (with respect to the authorization and issuance of the Phase 1 Bonds and any obligation of the Township related thereto or materially impacted thereby, subject to the Satisfactory Resolution of the Pending Litigation) is valid and legally binding upon the Township and enforceable in accordance with its terms on the basis of Applicable Laws currently in effect and the execution and delivery thereof shall not, with due notice or the passage of time, constitute a default under or violate the terms of any indenture, agreement or other instrument to which the Township is a party. (C) Except for the Pending Litigation, as As of the Effective Date, to the best of the Township’s knowledge there is no action, proceeding or investigation now pending nor any basis therefor, known or believed to exist which questions the validity of this Agreement or any action or act taken or to be taken by the Township pursuant to this Agreement. (D) To the best of the Township’s knowledge, except for the Pending Litigation there is no pending litigation which affects the title to the Township-Owned Property, the Downtown Redevelopment Area designation or designation, the Redevelopment Plan, or the Township’s ability to convey the Township-Owned Property to Redeveloper. (E) Other than To the allegations best of the Township’s knowledge the Township is not in violation of any term of any judgment, decree, injunction or order affecting the Pending LitigationTownship-Owned Property. (F) The Township has not received notice of any pending eminent domain or condemnation of the Township-Owned Property and the Township does not know of, or have reason to know of, any proposed eminent domain or condemnation proceeding with respect to any portion of the Township-Owned Property. (G) The Township is the sole legal owner of the Township-Owned Property in fee simple and the Township-Owned Property is not subject to any outstanding option or agreement of sale. (H) Except as may be set forth in such environmental information as has been delivered to Redeveloper on or before the Effective Date in accordance with Section 3.2(e)(iii) hereof, to the best of the Township’s knowledge the Township has not received any notice of violation issued by any federal, state or other public authority with respect to the Township- Owned Property. (I) The Township is not aware of any pending challenge to the validity of the Redevelopment Plan or this Redevelopment Agreement. Other than the allegations in the Pending Litigation, the The Township knows of no statement, act or omission on the part of the Township or its employees or agents that as a matter of law would provide a basis for invalidating or nullifying the Redevelopment Plan or this Agreement. (F) All Township Costs including but not limited to Litigation Costs, Township fees and other charges owed by GP 177 and/or Prism have been paid in full through the Effective Date. The cash balance in the Escrow Account as of the Effective Date shall be used only to pay for Township Costs incurred by the Township after the Effective Date. (G) All representations and warranties of the Township set forth in the Redevelopment Agreement and this Agreement with respect to the authorization and issuance of the Phase 1 Bonds and any obligation of the Township related thereto or materially impacted thereby are expressly subject to the Satisfactory Resolution of the Pending Litigation defined herein. The Township’s representations and warranties are intended to and shall survive the execution delivery to Redeveloper of this Agreementthe Deed or of any deeds to the Designated Acquisition Parcels.

Representations and Warranties by the Township. The Township hereby makes the following representations and warranties: (Aa) The Township has the legal power, right and authority to enter into this Agreement and the instruments and documents referenced herein to which the Township is a party, and (with respect to the authorization and issuance of the Phase 1 Bonds and any obligation of the Township related thereto or materially impacted thereby, subject to the Satisfactory Resolution of the Pending Litigation) to consummate the transactions contemplated hereby, to take any steps or actions contemplated hereby, and to perform their obligations hereunder, and as of the Effective Date except as to the PILOT Contingency and Financial Agreement and matters relevant thereto the Township has taken all action and is in receipt of all Governmental Approvals required to consummate the transactions contemplated hereunder and to perform its obligations hereunder. (Bb) This Agreement is duly executed by the Township, and (with respect to the authorization and issuance of the Phase 1 Bonds and any obligation of the Township related thereto or materially impacted thereby, subject to the Satisfactory Resolution of the Pending Litigation) is valid and legally binding upon the Township and enforceable in accordance with its terms on the basis of Applicable Laws currently in effect and the execution and delivery thereof shall not, with due notice or the passage of time, constitute a default under or violate the terms of any indenture, agreement or other instrument to which the Township is a party. (Cc) Except for the Pending Litigation, as As of the Effective Date, to the best of the Township’s knowledge there is no action, proceeding or investigation now pending nor any basis therefor, known or believed to exist which questions the validity of this Agreement or any action or act taken or to be taken by the Township pursuant to this Agreement. (Dd) To the best of the Township’s knowledge, except for the Pending Litigation there is no pending litigation which affects the Downtown title to the Township Properties, the Redevelopment Area designation or designation, the Redevelopment Plan, or the Township’s ability to convey the Township Properties to Redeveloper. (Ee) Other than To the allegations best of the Township’s knowledge the Township is not in violation of any term of any judgment, decree, injunction or order affecting the Pending LitigationTownship Properties. (f) The Township has not received notice of any pending eminent domain or condemnation of Township Properties and the Township does not know of, or have reason to know of, any proposed eminent domain or condemnation proceeding with respect to any portion of the Township Properties. (g) To the best of the Township’s knowledge the Township has not received any notice of violation issued by any federal, state or other public authority with respect to the Township Properties. (h) The Township is not aware of any pending challenge to the validity of the Redevelopment Plan or this Redevelopment Agreement. Other than the allegations in the Pending Litigation, the The Township knows of no statement, act or omission on the part of the Township or its employees or agents that as a matter of law would provide a basis for invalidating or nullifying the Redevelopment Area designation, the Redevelopment Plan or this Agreement. (Fi) All Township Costs including but not limited to Litigation Costs, Township fees and other charges owed by GP 177 and/or Prism have been paid in full through the Effective Date. The cash balance in the Escrow Account as of the Effective Date shall be used only to pay for Township Costs incurred by the Township after the Effective Date. (G) All representations and warranties of the Township set forth in the Redevelopment Agreement and this Agreement with respect to the authorization and issuance of the Phase 1 Bonds and any obligation of the Township related thereto or materially impacted thereby are expressly subject to the Satisfactory Resolution of the Pending Litigation defined herein. The Township’s representations and warranties are intended to and shall survive the execution delivery to Redeveloper of this Agreementthe deeds to the Township Properties.