Common use of Representations and Warranties of Developer Clause in Contracts

Representations and Warranties of Developer. The Developer represents and warrants to the RDC and FDC as follows: 9.1. It is duly organized and validly existing under the laws of the State of Indiana, and the Agreement is the legal, valid, and binding obligation and enforceable against it in accordance with its terms. 9.2. The execution, delivery, and performance by the Developer of the Agreement are within its corporate or entity powers, have been duly authorized by all necessary corporate or entity action, and do not (i) conflict with, or result in a breach of, any provision of its Articles of Incorporation and Bylaws, or similar entity documents; (ii) require any approval or consent of any other person (including, without limitation, any shareholder); (iii) contravene any law, rule, or regulation of the State of Indiana or of the United States, or any order, writ, judgment, injunction, decree, determination, or award presently in effect that affects or binds it or any of its properties; (iv) conflict with or result in a breach of or default under any indenture, loan, credit agreement, or any other agreement or instrument to which it is a party in respect of indebtedness for money borrowed; or (v) result in the creation or imposition of any lien, security interest, or other charge or encumbrance upon any of its properties pursuant to any such indenture, agreement, or instrument, except pursuant to or as permitted by the Agreement. 9.3. It has received no notice of any action, suit, or proceeding at law or equity, or before or by any federal, state, local, or other governmental departments, commission, board, bureau, agency, or instrumentality, domestic or foreign, pending or threatened against it or its properties that, if determined adversely, would be a material adverse occurrence, and it is not in default with respect to any final judgment, writ, injunction, decree, rule, or regulation of any court or federal, state, local, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, that constitutes a material adverse occurrence.

Representations and Warranties of Developer. The Developer represents and warrants to the RDC and FDC City as follows: 9.1. It : Developer is duly organized and validly existing under the laws of the State of Indiana, and the this Agreement is the legal, valid, and binding obligation and of Developer, enforceable against it Developer in accordance with its terms. 9.2. The execution, delivery, and performance by the Developer of the this Agreement are within its corporate or entity powers, have been duly authorized by all necessary corporate or entity action, and do not (i) conflict with, or result in a breach of, any provision of its Articles of Incorporation and Bylaws, or similar entity organizational documents; (ii) require any approval or consent of any other person (including, without limitation, any shareholder)person; (iii) contravene any law, rule, or regulation of the State of Indiana or of the United States, or any order, writ, judgment, injunction, decree, determination, or award presently in effect that affects or binds it or any of its properties; (iv) conflict with or result in a breach of or default under any indenture, loan, credit agreement, or any other agreement or instrument to which it is a party in respect of indebtedness for money borrowed; or (v) result in the creation or imposition of any lien, security interest, or other charge or encumbrance upon any of its properties pursuant to any such indenture, agreement, or instrument, except pursuant to or as permitted by the this Agreement. 9.3. It has received No authorization, consent, or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body, is required to be obtained or made by Developer for the due execution and delivery of any action, suit, this Agreement to which it is a party except (i) such as have been duly obtained or proceeding at law or equity, or before or by any federal, state, local, or other governmental departments, commission, board, bureau, agency, or instrumentality, domestic or foreign, pending or threatened against it or its properties that, if determined adversely, would be a material adverse occurrencemade and are in full force and effect, and it is not (ii) for such filings and other actions as may be required to perfect any lien or security interest created in default relation to this Agreement. Developer further warrants, represents, and covenants that all warranties and representations shall remain true so long as Developer has any liability to City hereunder or with respect to any final judgmentother agreement, writ, injunction, decree, ruleinstrument, or regulation of any court or federal, state, local, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, that constitutes a material adverse occurrencedocument executed in connection herewith.