Common use of Representations and Warranties of Developer Clause in Contracts

Representations and Warranties of Developer. As a material inducement to the City to enter into this Agreement, Developer represents and warrants to City that each of the following statements is true and accurate as of the date of this Agreement and the Closing Date, except as otherwise indicated herein or in the exhibits referenced herein: (a) Developer is duly organized, validly existing and in good standing under the Governmental Requirements of its jurisdiction. Developer has all requisite organizational power and authority to own and operate its properties, carry on its business and enter into and perform its obligations under this Agreement and all other agreements and undertakings to be entered into by Developer in connection herewith. (b) Each financial statement, document, report, certificate, written statement and description delivered by Developer hereunder will be when delivered complete and correct in all material respects. (c) Developer’s responses to the RFQ/P, at the time delivered to the City, do not contain a materially untrue statement or omit to state any material fact which would cause such statement to be materially misleading. (d) Developer is not a party to any agreement, document or instrument that has a Material Adverse Effect on the ability of Developer to carry out its obligations under this Agreement. (e) Developer currently is in compliance with all Governmental Requirements, its organizational documents and all agreements to which it is a party. Neither execution of this Agreement nor discharge by Developer of any of its obligations hereunder shall cause Developer to be in violation of any Governmental Requirement, its organizational documents or any agreement to which it is a party. (f) This Agreement constitutes, and each of the Guaranty and Keep Well Agreement and the Transfer Restriction Agreement when duly executed and delivered by Parent Company will constitute, legal, valid and binding obligations of Developer and Parent Company, respectively, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and subject to general equitable principles which may limit the right to obtain equitable remedies. (g) The Developer owns, or has enforceable rights to obtain good title to all parcels constituting the Project Site other than (i) City streets for which vacation is required and (ii) to the extent applicable, the City Parcels, which the Developer has agreements to purchase subject to City approval. Developer has no knowledge of any facts or any past, present or threatened occurrence that could preclude or impair Developer’s ability to obtain good title to any parcel constituting part of the Project Site which it does not own as of the date of this Agreement.

Representations and Warranties of Developer. As a material inducement to the City to enter into this Agreement, The Developer represents and warrants to City that each of makes the following statements is true representations and accurate as of the date of this Agreement and the Closing Date, except as otherwise indicated herein or in the exhibits referenced hereinwarranties: (a1) Developer is a limited liability company duly organized, organized and validly existing and in good standing under the Governmental Requirements laws of its jurisdiction. Developer the State of Iowa, and has all requisite organizational power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement and all other agreements and undertakings to be entered into by Developer in connection herewiththe Agreement. (b2) Each financial statementThis Agreement has been duly authorized, document, report, certificate, written statement executed and description delivered by Xxxxxxxxx and, assuming due authorization, execution and delivery by the City, is in full force and effect and is a valid and legally binding instrument of Developer hereunder will enforceable in accordance with its terms, except as the same may be when delivered complete and correct in all material respectslimited by bankruptcy, insolvency, reorganization, other laws relating to or affecting creditor’s rights generally. (c3) Developer’s responses The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the Certificate of Organization or the operating agreement of Developer or any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which Developer is now a party or by which or its property is bound, or constitute a default under any of the RFQ/P, at the time delivered to the City, do not contain a materially untrue statement or omit to state any material fact which would cause such statement to be materially misleadingforegoing. (d4) There are no actions, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is not a party to any agreementreasonable possibility of an adverse decision which could materially adversely affect the business, document financing position or instrument that has a Material Adverse Effect on result of the ability operations of Developer or which affects the validity of the Agreement or Developer’s ability to carry out perform its obligations under this Agreement. (e5) Developer currently is will perform its obligations under this Agreement in compliance accordance with all Governmental Requirements, its organizational documents and all agreements to which it is a party. Neither execution the material terms of this Agreement nor discharge by Developer of any of its obligations hereunder shall cause Developer to be in violation of any Governmental Requirementand all local, its organizational documents or any agreement to which it is a partystate and federal laws and regulations. (f6) This Agreement constitutesDeveloper has firm commitments for permanent financing for the development in the Project Area in an amount sufficient, and each together with equity commitments, to successfully complete the requirements of the Guaranty and Keep Well this Agreement and the Transfer Restriction Agreement when duly executed and delivered by Parent Company will constitute, legal, valid and binding obligations of Developer and Parent Company, respectively, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and subject to general equitable principles which may limit the right to obtain equitable remedies. (g) The Developer owns, or has enforceable rights to obtain good title to all parcels constituting the Project Site other than (i) City streets for which vacation is required and (ii) to the extent applicable, the City Parcels, which the Developer has agreements to purchase subject shall provide evidence thereof to City approval. Developer has no knowledge of any facts or any past, present or threatened occurrence that could preclude or impair Developer’s ability prior to obtain good title to any parcel constituting part of the Project Site which it does not own as of the date of this Agreementeffective date.

Representations and Warranties of Developer. As a material inducement to the City to enter into this Agreement, Developer represents and warrants to City that each of makes the following statements is true representations and accurate as of the date of this Agreement and the Closing Date, except as otherwise indicated herein or in the exhibits referenced hereinwarranties: (a1) Developer is duly organized, organized and validly existing and in good standing or authorized under the Governmental Requirements laws of its jurisdiction. Developer the State of Delaware and has all requisite organizational power and authority to own and operate its properties, to carry on its respective business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement and all other agreements and undertakings to be entered into by Developer in connection herewiththe Agreement. (b2) Each financial statementThis Agreement has been duly authorized, document, report, certificate, written statement executed and description delivered by Developer, and assuming due authorization, execution and delivery by City, is in full force and effect and is a valid and legally binding instrument of Developer hereunder will enforceable in accordance with its terms, except as the same may be when delivered complete and correct in all material respects. (c) limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. Developer’s responses to the RFQ/P, at the time delivered counsel shall issue legal opinions to the City, do at time of closing, confirming the representations contained herein, in the form attached hereto as Exhibit D. (3) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not contain prevented by, limited by, in conflict with, or result in a materially untrue statement violation or omit breach of, the terms, conditions or provisions of the articles of incorporation or the bylaws of Developer or any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to state which Developer is now a party or by which it or its property is bound, or constitute a default under any material fact which would cause such statement to be materially misleadingof the foregoing. (d4) There are no actions, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is not a party to any agreementreasonable possibility of an adverse decision which could materially adversely affect the business, document financial position or instrument that has a Material Adverse Effect on the ability result of operations of Developer or which affects the validity of the Agreement or Developer's ability to carry out perform its obligations under this Agreement. (e5) Developer currently is will perform its obligations under this Agreement in compliance accordance with all Governmental Requirementsthe material terms of this Agreement, its organizational documents the Urban Renewal Plan and all agreements local, State and federal laws and regulations. (6) Developer will use good faith efforts to obtain, or cause to be obtained, in a timely manner, all material requirements of all applicable local, state, and federal laws and regulations which it is a party. Neither execution must be obtained or met. (7) Developer has commitments for permanent financing for the Development Project and all of its obligations under this Agreement in an amount sufficient, together with equity commitments, to successfully complete the requirements of this Agreement nor discharge by Developer of any of its obligations hereunder and shall cause Developer provide evidence thereof to be in violation of any Governmental Requirement, its organizational documents or any agreement to which it is a party. (f) This Agreement constitutes, and each of the Guaranty and Keep Well Agreement and the Transfer Restriction Agreement when duly executed and delivered by Parent Company will constitute, legal, valid and binding obligations of Developer and Parent Company, respectively, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and subject to general equitable principles which may limit the right to obtain equitable remedies. (g) The Developer owns, or has enforceable rights to obtain good title to all parcels constituting the Project Site other than (i) City streets for which vacation is required and (ii) prior to the extent applicable, the City Parcels, which the Developer has agreements to purchase subject to City approval. Developer has no knowledge of any facts or any past, present or threatened occurrence that could preclude or impair Developer’s ability to obtain good title to any parcel constituting part of the Project Site which it does not own as of the date of this AgreementClosing Date.

Representations and Warranties of Developer. As a material inducement to the City to enter into this Agreement, Developer represents and warrants to City that each of makes the following statements is true representations and accurate warranties as of the date of this Agreement and the Closing Effective Date, except as otherwise indicated herein or in the exhibits referenced herein: (a) Developer Indianola Industrial Park LLC is a limited liability company duly organized, organized and validly existing and in good standing under the Governmental Requirements laws of its jurisdiction. Developer the State of Iowa, is qualified to do business in the State of Iowa, and it has all requisite organizational power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under this Agreement and all other agreements and undertakings to be entered into by Developer in connection herewiththe Agreement. (b) Each financial statementThis Agreement has been duly and validly authorized, document, report, certificate, written statement executed and description delivered by Xxxxxxxxx and, assuming due authorization, execution and delivery by the City, is in full force and effect and is a valid and legally binding instrument of Developer hereunder will enforceable in accordance with its terms, except as the same may be when delivered complete and correct in all material respectslimited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of (i) the articles of incorporation, bylaws or other corporate governing document of Developer, or (ii) any contractual restriction, evidence of indebtedness, agreement or instrument to which Developer is now a party or by which it or its property is bound, the breach of which would adversely affect Developer’s responses ability to the RFQ/P, at the time delivered to the City, do not contain a materially untrue statement or omit to state any material fact which would cause such statement to be materially misleadingperform its obligations hereunder. (d) To Developer’s knowledge, there are no actions, suits or proceedings pending against Developer in any court or before any arbitrator or before or by any governmental body in which there is not a party to any agreementreasonable probability of an adverse decision which could materially adversely affect the business (present or prospective), document financial position or instrument that has a Material Adverse Effect on the ability results of operations of Developer as it relates to carry out the performance of its obligations under this Agreement or which in any manner raises any questions affecting the validity of this Agreement or Developer’s ability to perform its obligations under this Agreement. (e) To Developer’s knowledge, Developer currently is has not received any written notice from any local, State or federal official in compliance the State that the activities of Developer with all Governmental Requirements, its organizational documents and all agreements respect to which it is a party. Neither execution of this Agreement nor discharge by Developer of any of its obligations hereunder shall cause Developer to the Indianola Industrial Park Property may or will be in violation of any Governmental Requirementenvironmental law or regulation (other than those notices, its organizational documents if any, of which the City has previously been notified in writing). Developer is not currently aware of any State or federal claim filed or threatened in writing to be filed by any agreement party relating to which it is a party. (f) This Agreement constitutesany violation of any local, State or federal environmental law, regulation or review procedure applicable to the Indianola Industrial Park Property, and each of the Guaranty and Keep Well Agreement and the Transfer Restriction Agreement when duly executed and delivered by Parent Company will constitute, legal, valid and binding obligations of Developer and Parent Company, respectively, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and subject to general equitable principles which may limit the right to obtain equitable remedies. (g) The Developer owns, or has enforceable rights to obtain good title to all parcels constituting the Project Site other than (i) City streets for which vacation is required and (ii) to the extent applicable, the City Parcels, which the Developer has agreements to purchase subject to City approval. Developer has no knowledge not currently aware of any facts violation of any local, State or federal environmental law, regulation or review procedure which would give any past, present person a valid claim under any State or threatened occurrence that could preclude or impair Developer’s ability to obtain good title to any parcel constituting part of the Project Site which it does not own as of the date of this Agreementfederal environmental statute with respect thereto.

Representations and Warranties of Developer. As a material inducement to the City to enter into this Agreement, Developer hereby represents and warrants to City that each of the following statements is true and accurate as of the date of this Agreement and the Closing Dateof, except as otherwise indicated herein or in expressly provided herein, the exhibits referenced hereindate hereof: (a1) Developer is a limited liability company, duly organized, validly existing and in good standing under the Governmental Requirements laws of its jurisdictionthe State of Delaware and duly qualified to conduct business activities in the State of Florida. Developer has all the requisite organizational right, power and authority to own sell, convey and operate its propertiestransfer the Property to City, carry on its business as provided herein, and to enter into and perform its obligations under carry out the terms of this Agreement and the execution and delivery hereof and of all other agreements and undertakings instruments referred to be entered into herein. The performance by Developer in connection herewith. (b) Each financial statement, document, report, certificate, written statement and description delivered by Developer of Developer’s obligations hereunder will be when delivered complete not violate or constitute an event of default under the terms and correct in all material respects. (c) Developer’s responses to the RFQ/P, at the time delivered to the City, do not contain a materially untrue statement or omit to state provisions of any material fact which would cause such statement to be materially misleading. (d) Developer is not a party to any agreement, document or instrument that has to which Developer is a Material Adverse Effect party or by which Developer is bound. All proceedings required to be taken by or on the ability behalf of Developer to authorize it to make, deliver and carry out the terms of this Agreement have been duly and properly taken. No further consent of any person or entity is required in connection with the execution and delivery of, or performance by Developer of its obligations under this Agreement, including, without limitation, the consent or approval of any bankruptcy or other court having jurisdiction over Developer or the Property. (2) This Agreement is a valid and binding obligation of Developer, enforceable against Developer in accordance with its terms. (3) Subject to the provisions of Section 7.A.(2), as of the Closing Date, the Base Building Improvements and, unless City or Developer shall make the Space Improvements Assumption Election, the Space Improvements shall have been constructed in substantial conformity with the Approved Base Building Plans and/or the Approved Space Plans (as applicable). (4) As of the Closing Date, there shall be no leases, contracts, agreements, operating leases, rental agreements, licenses or similar instruments creating a possessory interest in the Property. (5) As of the date of this Agreement, there are no actions, suits, arbitrations, claims or proceedings, at law or in equity, pending or, to Developer’s knowledge, threatened against Developer which, if adversely determined, could have a material adverse effect upon Developer, the Property or City’s rights under this Agreement. (e6) Developer currently is in compliance with all Governmental Requirements, its organizational documents and all agreements to which it is a party. Neither execution of this Agreement nor discharge by Developer of any of its obligations hereunder shall cause Developer to be in violation of any Governmental Requirement, its organizational documents or any agreement to which it is a party. (f) This Agreement constitutes, and each of the Guaranty and Keep Well Agreement and the Transfer Restriction Agreement when duly executed and delivered by Parent Company will constitute, legal, valid and binding obligations of Developer and Parent Company, respectively, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and subject to general equitable principles which may limit the right to obtain equitable remedies. (g) The Developer owns, or has enforceable rights to obtain good title to all parcels constituting the Project Site other than (i) City streets for which vacation is required and (ii) to the extent applicable, the City Parcels, which the Developer has agreements to purchase subject to City approval. Developer has no knowledge of any facts or any past, present or threatened occurrence that could preclude or impair Developer’s ability to obtain good title to any parcel constituting part of the Project Site which it does not own as As of the date of this Agreement, no written notices of violation of governmental regulations relating to the Property or Developer have been received by Developer which violation remains uncured as of the date hereof. (7) Developer is not a person or entity with whom United States persons or entities are restricted from doing business under the OFAC Regulations. (8) Developer is not and is not acting on behalf of an "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, a "plan" within the meaning of Section 4975 of the Code or an entity deemed to hold "plan assets" within the meaning of 29 C.F.R. § 2510.3 101 of any such employee benefit plan or plans. (9) As of the date of this Agreement, Developer has not received any written notice of any material violation of environmental, planning, zoning, land use or building regulation from any governmental authority with respect to the Property which violation remains uncured as of the date hereof. (10) Developer has not sold, leased, transferred, used or encumbered the Development Rights attributable to the Property, and has neither entered into, nor is bound by any agreements that would affect Developer’s ability to transfer the Development Rights pursuant to this Agreement. (11) Developer has not entered into any other contract for the sale of the Property or granted to any third party any option, right of first offer, right of first refusal or other preferential right to purchase the Property. (12) Developer has not entered into any service contracts or maintenance agreements that will be binding upon City following the Closing, except for the Contracts. (13) Developer is not a debtor in any state or federal insolvency, bankruptcy, receivership proceeding and has not made any general assignment for the benefit of creditors. (14) Developer has not received written notice from any Governmental Authority of any material violation at the Property of laws relating to Hazardous Materials which violation remains uncured in any material respect. (15) As of the Effective Date, Developer shall own the fee simple title to the Land.

Representations and Warranties of Developer. As a material inducement to the City to enter into this Agreement3.2.1 Developer hereby covenants, Developer represents represents, and warrants to City that each of the following statements is true and accurate District as of the date of this Agreement and the Closing Date, except as otherwise indicated herein or in the exhibits referenced hereinfollows: (a) Developer is a District of Columbia limited liability company, duly organized, formed and validly existing and in good standing standing, and has full power and authority under the Governmental Requirements laws of the District of Columbia to conduct the business in which it is now engaged. (b) The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by Developer. Upon the due execution and delivery of the Agreement by Developer, this Agreement constitutes the valid and binding obligation of Developer, enforceable in accordance with its jurisdictionterms. (c) The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby do not violate any of the terms, conditions, or provisions of (i) Developer's organizational documents, (ii) any judgment, order, injunction, decree, regulation, or ruling of any court or other governmental authority, or Applicable Law to which Developer is subject, or (iii) any agreement or contract to which Developer is a party or to which it is subject. (d) No agent, broker, or other Person acting pursuant to express or implied authority of Developer is entitled to any commission or finder's fee in connection with the transactions contemplated by this Agreement or will be entitled to make any claim against District for a commission or finder's fee. Developer has all requisite organizational power and authority not dealt with any agent or broker in connection with its purchase of the Property. (e) There is no litigation, arbitration, administrative proceeding, or other similar proceeding pending against Developer that, if decided adversely to own and operate its propertiesDeveloper, carry on its business and (i) would impair Developer's ability to enter into and perform its obligations under this Agreement and all other agreements and undertakings to be entered into by Developer in connection herewith. or (bii) Each would materially adversely affect the financial statement, document, report, certificate, written statement and description delivered by Developer hereunder will be when delivered complete and correct in all material respects. (c) condition or operations of the Developer’s responses to the RFQ/P, at the time delivered to the City, do not contain a materially untrue statement or omit to state any material fact which would cause such statement to be materially misleading. (d) Developer is not a party to any agreement, document or instrument that has a Material Adverse Effect on the ability of Developer to carry out its obligations under this Agreement. (e) Developer currently is in compliance with all Governmental Requirements, its organizational documents and all agreements to which it is a party. Neither execution of this Agreement nor discharge by Developer of any of its obligations hereunder shall cause Developer to be in violation of any Governmental Requirement, its organizational documents or any agreement to which it is a party. (f) This Agreement constitutes, and each Developer’s purchase of the Guaranty Property and Keep Well its other undertakings pursuant to this Agreement and are for the Transfer Restriction Agreement when duly executed and delivered by Parent Company will constitute, legal, valid and binding obligations purpose of Developer and Parent Company, respectively, enforceable constructing the Project in accordance with their respective terms subject to applicable bankruptcy, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights Development Plan and subject to general equitable principles which may limit the right to obtain equitable remediesProject Drawings and not for speculation in land holding. (g) The Neither Developer ownsnor any of its Members are the subject debtor under any federal, state, or has enforceable rights to obtain good title to all parcels constituting the Project Site other than (i) City streets for which vacation is required and (ii) to the extent applicablelocal bankruptcy or insolvency proceeding, the City Parcels, which the Developer has agreements to purchase subject to City approval. Developer has no knowledge of any facts or any pastother proceeding for dissolution, present liquidation or threatened occurrence that could preclude or impair Developer’s ability to obtain good title to any parcel constituting part winding up of the Project Site which it does not own as of the date of this Agreementits assets.

Representations and Warranties of Developer. As a material inducement to the City to enter into this Agreement, Developer represents and warrants to the City that each of the following statements is are true and accurate as of the date of this Agreement and the Closing Effective Date, except as otherwise indicated herein or in the exhibits referenced herein: (a) Developer x. Xxxxxxxxx is duly organized, validly existing existing, and in good standing under the Governmental Requirements of its jurisdictionLaw of the State of Delaware, and is registered to do business in the State of Illinois. Developer has all requisite organizational power and authority to own and operate its properties, carry on its business business, and enter into into, execute, deliver, and perform its obligations under this Agreement and all other agreements and undertakings to be entered into by Developer in connection herewith. (b) b. The execution, delivery and performance by Developer of this Agreement has been duly authorized by all necessary corporate action, and does not violate its organizational documents, as amended and supplemented, any of the applicable Requirements of Law, or constitute a breach of or default under, or require any consent under, any agreement, instrument, or document to which Developer is now a party or by which Developer is now or may become bound including any mortgages, secured loans, or instruments granting another party a superior interest the Development Property or the Project. c. Each financial statement, document, report, certificate, written statement and description delivered by Developer hereunder will be was, when delivered delivered, complete and correct in all material respects. (c) d. The applications, plans, materials, and other submissions Developer has provided to the City in connection with the Temporary Facility accurately and truthfully represent Developer’s responses to intentions for the RFQ/P, at construction of the time delivered to Project on the City, do not contain a materially untrue statement or omit to state any material fact which would cause such statement to be materially misleadingDevelopment Property as of the Effective Date. (d) e. Developer is not a party to any agreement, document or instrument that has a Material Adverse Effect on the ability of Developer to carry out its obligations under this Agreement. (e) f. There are no actions or proceedings pending against Developer currently before any court, governmental commission, board, bureau or any other administrative agency pending, and, to Developer’s knowledge, threatened in writing against Developer, which, if adversely determined, would materially impair its ability to perform under this Agreement. x. Xxxxxxxxx is in material compliance with all Governmental RequirementsRequirements of Law, its organizational documents and all agreements to which it is a partyparty which relate to the Project. Neither execution of this Agreement nor discharge by Developer of any of its obligations hereunder shall cause Developer to be in violation of any Governmental Requirement, its organizational documents or any agreement to which it is a partyparty relating to the Project. (f) h. This Agreement constitutes, and each of the Guaranty and Keep Well Agreement and the Transfer Restriction Agreement Xxxxxxxxx’s Release when duly executed and delivered by Parent Company will Developer will, subject to Force Majeure, constitute, legal, valid and binding obligations of Developer and Parent Company, respectivelyDeveloper, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and subject to general equitable principles which may limit the right to obtain equitable remedies. (g) The i. Developer ownshas control over, or has enforceable rights to obtain good and good, marketable and insurable title to all parcels constituting the Project Site other than (i) City streets for which vacation 10-Acre Parcel. j. Attached hereto as Exhibit I is required a true and (ii) to the extent complete organizational chart of Developer showing each equity owner of Developer, as applicable, and the City Parcelsrespective percentage ownership in Developer, which the as applicable, that exceeds five (5%) percent. k. Developer has agreements sufficient financial resources to purchase subject to City approval. Developer implement and complete its obligations under this Agreement. x. Xxxxxxxxx has no knowledge of any facts liabilities, contingent or any pastotherwise, present or threatened occurrence that could preclude or impair Developer’s of Developer which might be reasonably expected to have a Material Adverse Effect upon its ability to obtain good title to any parcel constituting part of the Project Site which it does not own as of the date of perform its obligations under this Agreement.

Representations and Warranties of Developer. As a material an inducement to the City and the Agency to enter into this Agreement, the Developer hereby represents and warrants to the City that and the Agency, which representations and warranties are true and correct as of the Effective Date, shall be true and correct as of each of the following statements is true Closings, and accurate as shall survive the expiration or earlier termination of this Agreement: 5.5.1 The Developer has the date of legal power, right and authority to enter into this Agreement and the Closing Dateinstruments referenced herein, except as and to consummate the transactions contemplated hereby and the parties executing this Agreement are authorized to bind the Developer; 5.5.2 The Developer is validly formed limited liability company and is authorized to do business in California; 5.5.3 This Agreement and all documents required hereby to be executed by Developer are, and shall be, valid, legally binding obligations of and enforceable against Developer in accordance with their terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium laws or similar laws or equitable principles affecting or limiting the rights of contracting parties generally; 5.5.4 There is no charter, bylaw, operating agreement or capital stock provision of Developer, and no provision of any indenture, instrument, or agreement, written or oral, to which Developer is a party or which governs the actions of Developer or which is otherwise indicated herein binding upon Developer or Developer's property, nor is there any statute, rule or regulation, or any judgment, decree, or order of any court or city binding on Developer or Developer's property which would be contravened by the execution, delivery or performance of this Agreement or any documents required hereby to be executed by Developer; 5.5.5 There is no action, suit, or proceeding at law or in equity or by or before any Governmental Authority now pending, or, to the exhibits referenced herein: (a) knowledge of Developer, threatened against or affecting Developer, the Site or any properties or rights of Developer, which, if adversely determined, would materially impair the right of Developer is duly organized, validly existing and in good standing under the Governmental Requirements of its jurisdiction. Developer has all requisite organizational power and authority to own and operate its properties, carry on its business and enter into and execute or perform its obligations under this Agreement or any documents required hereby to be executed by Developer; 5.5.6 Neither the execution and all delivery of this Agreement and documents referenced herein, nor the incurrence of the obligations set forth herein, nor the consummation of the transactions herein contemplated, nor compliance with the terms of this Agreement and the documents referenced herein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreements or instruments to which Developer is a party; 5.5.7 No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Developer, nor are any of such proceedings contemplated by Developer; and 5.5.8 To the best of the Developer's knowledge, all reports, documents, instruments, information and undertakings to be entered into by Developer in connection herewith. (b) Each financial statement, document, report, certificate, written statement and description forms of evidence delivered by the Developer hereunder will be when delivered complete and correct in all material respects. (c) Developer’s responses to the RFQ/PCity and the Agency concerning or required by this Agreement are accurate, at correct and sufficiently complete to give the time delivered to City and the CityAgency true and accurate knowledge of their subject matter, and do not contain a materially untrue statement any misrepresentation or omit to state any material fact which would cause such statement to be materially misleadingomission. (d) Developer 5.5.9 Whenever a statement concerning factual matters herein is not a party qualified by the phrase "to any agreementDeveloper's knowledge" or similar words, document or instrument that has a Material Adverse Effect on the ability of Developer to carry out its obligations under this Agreement. (e) Developer currently is in compliance with all Governmental Requirements, its organizational documents and all agreements to which it is a party. Neither execution intended to indicate that no information that would give Xxxxxxx Xxxxxxxx or Xxxxxx Xxxxxxx, the Developer's primary representatives in the negotiation of this Agreement nor discharge by Developer of any of its obligations hereunder shall cause Developer to be in violation of any Governmental Requirement, its organizational documents or any agreement to which it is a party. (f) This Agreement constitutes, and each current actual knowledge of the Guaranty and Keep Well Agreement inaccuracy of such factual statements has come to such person's attention. If the Developer receives any notice that any representation or warranty made herein is false or misleading, the Developer shall immediately notify the City and the Transfer Restriction Agreement when duly executed and delivered by Parent Company will constitute, legal, valid and binding obligations of Developer and Parent Company, respectively, enforceable Agency in accordance with their respective terms subject to applicable bankruptcy, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and subject to general equitable principles which may limit the right to obtain equitable remedieswriting. (g) The Developer owns, or has enforceable rights to obtain good title to all parcels constituting the Project Site other than (i) City streets for which vacation is required and (ii) to the extent applicable, the City Parcels, which the Developer has agreements to purchase subject to City approval. Developer has no knowledge of any facts or any past, present or threatened occurrence that could preclude or impair Developer’s ability to obtain good title to any parcel constituting part of the Project Site which it does not own as of the date of this Agreement.