Common use of Representations and Warranties of Developer Clause in Contracts

Representations and Warranties of Developer. The Developer makes the following representations and warranties: a. TSL Company Holdings, Ltd. is a Delaware limited company duly organized and validly existing under the laws of the State of Delaware, is registered to do business in Iowa, and has all requisite 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 the Agreement. b. This Agreement has been duly and validly authorized, executed, and 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 enforceable in accordance with its terms, except as the same may be limited 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 the governing documents of Developer or of any contractual restriction, evidence of indebtedness, agreement, or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. d. 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 a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Developer or which in any manner raises any questions affecting the validity of the Agreement or Developer’s ability to perform its obligations under this Agreement. e. Developer will cause the Additional Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. f. Developer will use its best efforts to obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Qualifying Improvements may be lawfully constructed. g. Developer has not received any notice from any local, State, or federal official that the activities of Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, 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 planned to be filed by any party relating to any violation of any local, State, or federal environmental law, regulation, or review procedure applicable to the Development Property, and Developer is not currently aware of any violation of any local, State, or federal environmental law, regulation, or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. h. Developer will cooperate fully with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction and operation of the Qualifying Improvements. i. Developer will not seek to change the current land assessment category or the zoning classification of the Development Property or the Qualifying Improvements prior to the Termination Date.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: a. TSL Company Holdingsx. Xxxxxxxx Foods of Iowa, Ltd. LLC is a Delaware an Iowa limited company liability company, duly organized and validly existing under the laws of the State of Delaware, is registered to do business in IowaState, and has all requisite 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 the this Agreement. b. This Agreement has been duly and validly authorized, executed, executed and delivered by Xxxxxxxxx and, assuming due authorization, execution, execution and delivery by the City, is in full force and effect and is a valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, reorganization or other laws relating to or affecting creditors’ ' rights generally.. Xxxxxxxxx’s attorney has provided an enforceability opinion as of the date of this Agreement in the form attached hereto as Exhibit I. 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, conditions or provisions of the governing documents of Developer or of any contractual restriction, evidence of indebtedness, agreement, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, nor do they constitute a material default under any of the foregoing. d. There are no actions, suits, 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 a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, position or results of operations of Developer or which in any manner raises any questions affecting the validity of the Agreement or Developer’s 's ability to perform its obligations under this Agreement. e. Developer will cause the Additional Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. f. Developer will use its best efforts to obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Qualifying Improvements may be lawfully constructed. g. Developer has not received any notice from any local, State, State or federal official that the activities of Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, 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 planned to be filed by any party relating to any violation of any local, State, State or federal environmental law, regulation, regulation or review procedure applicable to the Development Property, and Developer is not currently aware of any violation of any local, State, State or federal environmental law, regulation, regulation or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. h. f. Developer will cooperate fully reasonably with the City in resolution of any traffic, parking, trash removal, removal or public safety problems which may arise in connection with the construction and operation of the Qualifying Minimum Improvements. g. Developer will cause the Minimum Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. h. Developer will use its best efforts to obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. i. The construction of the Minimum Improvements will require a Capital Investment (as defined in Exhibit B-1 of the EDA Contract) as set forth in Exhibit B-1 of the EDA Contract. j. Developer has firm commitments for construction or acquisition and permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this Agreement. k. Developer expects that, barring Unavoidable Delays, the Minimum Improvements will be completed by November 30, 2018. l. Developer will own the Minimum Improvements and operate its business on the Development Property until at least the Termination Date. m. Developer will not seek to change the current land assessment category category, or the zoning classification classification, of the Development Property or the Qualifying Minimum Improvements prior to the Termination DateDate of this Agreement. n. Developer would not undertake its obligations under this Agreement without the payment by the City of the Economic Development Grants being made to Developer pursuant to this Agreement.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: a. TSL Company Holdings, Ltd. (1) Developer is a Delaware limited company duly organized and validly existing or authorized under the laws of the State of Delaware, is registered to do business in Iowa, Wisconsin and has have all requisite power and authority to own and operate its their properties, to carry on its their respective business as now conducted and as presently proposed to be conducted, and to enter into and perform its their obligations under the Agreement. b. (2) This Agreement has been duly and validly authorized, executed, executed and delivered by Xxxxxxxxx andDeveloper, and assuming due authorization, execution, execution and delivery by the City, is in full force and effect and is a valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, reorganization or other laws relating to or affecting creditors’ ' rights generally.. Developer’s counsel shall issue legal opinions to the City, at time of closing, confirming the representations contained herein, in the form attached hereto as Exhibit B. c. (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 prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions, conditions or provisions of the governing documents articles of incorporation or the bylaws of Developer or of any contractual restriction, evidence of indebtedness, agreement, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, nor do they or constitute a default under any of the foregoing. d. (4) There are no actions, suits, 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 a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective)business, financial position, position or results result of operations of Developer or which in any manner raises any questions affecting affects the validity of the Agreement or Developer’s 's ability to perform its obligations under this Agreement. e. (5) Developer will cause the Additional Improvements to be constructed perform its obligations under this Agreement in accordance with the material terms of this Agreement, the Urban Renewal Plan, Plan and all local, State, State and federal laws and regulations. f. (6) Developer will use its best efforts to obtain obtain, or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and will meet, in a timely manner, all material requirements of all applicable local, Statestate, and federal laws and regulations which must be obtained or met before the Qualifying Improvements may be lawfully constructedmet. g. (7) Developer has not received any notice from any localfirm commitments for permanent financing for the Project in an amount sufficient, Statetogether with equity commitments, or federal official that to successfully complete the activities requirements of Developer with respect this Agreement and shall provide evidence thereof to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, 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 planned to be filed by any party relating to any violation of any local, State, or federal environmental law, regulation, or review procedure applicable to the Development Property, and Developer is not currently aware of any violation of any local, State, or federal environmental law, regulation, or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. h. Developer will cooperate fully with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction and operation of the Qualifying Improvements. i. Developer will not seek to change the current land assessment category or the zoning classification of the Development Property or the Qualifying Improvements prior to the Termination Closing Date.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: a. TSL Company HoldingsXxxxxxx Xxxxx Xxxxxx and Xxxxxx Xxxx Xxxxxx Revocable Trust Dated December 18, Ltd. 2020 is a Delaware limited company revocable trust duly organized and validly existing under the laws of the State of Delaware, is registered to do business in Iowa, and has all requisite 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 the Agreement. b. This Agreement has been duly and validly authorized, executed, and delivered by Xxxxxxxxx and, assuming due authorization, execution, and delivery by the CityCity and Tenant, is in full force and effect and is a valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, or other laws relating to or affecting creditors’ rights generally. The Developer’s attorney shall provide an enforceability opinion in substantially the form attached as Exhibit F to be signed concurrently with this Agreement. 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 the governing documents of Developer or of any contractual restriction, evidence of indebtedness, agreement, or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. d. 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 a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), ) or financial position, or results of operations position of Developer or which in any manner raises any questions affecting the validity of the Agreement or Developer’s ability to perform its obligations under this Agreement. e. Developer will cause the Additional Minimum Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. f. Developer will use its best efforts to obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Qualifying Minimum Improvements may be lawfully constructed. g. Developer has not received any notice from any local, State, or federal official that the activities of Developer or Tenant with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, 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 planned to be filed by any party relating to any violation of any local, State, or federal environmental law, regulation, regulation or review procedure applicable to the Development Property, and Developer is not currently aware of any violation of any local, State, or federal environmental law, regulation, or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. h. Developer has firm commitments for construction and acquisition and permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this Agreement. i. Developer will cooperate fully with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction and operation of the Qualifying Minimum Improvements. i. j. Developer expects that, barring Unavoidable Delays, the Minimum Improvements will be completed by December 31, 2022. k. Developer would not undertake its obligations under this Agreement without the payment by the City of the Economic Development Grants being made to Developer pursuant to this Agreement. l. Developer will not seek to change the current land assessment category category, or the zoning classification classification, of the Development Property or the Qualifying Minimum Improvements prior to the Termination Date. m. Developer agrees to permit the Tenant to occupy the Minimum Improvements on the Development Property and operate its business therein until at least the Termination Date.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: a. TSL Company HoldingsTalon, Ltd. LLC is a Delaware South Dakota limited company liability company, duly organized and validly existing under the laws of the State of DelawareSouth Dakota, is and registered with the State Secretary of State to do business in the State of Iowa, and it has all requisite 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 the this Agreement. b. This Agreement has been duly and validly authorized, executed, and delivered by Xxxxxxxxx Developer 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 enforceable in accordance with its terms, except as the same may be limited 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 the governing documents of Developer or of any contractual restriction, evidence of indebtedness, agreement, or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. d. 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 a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, position or results of operations of Developer or which in any manner raises any questions affecting the validity of the Agreement or Developer’s ability to perform its obligations under this Agreement. e. Developer will cause the Additional Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. f. Developer will use its best efforts to obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Qualifying Improvements may be lawfully constructed. g. Developer has not received any notice from any local, State, or federal official that the activities of Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, 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 planned to be filed by any party relating to any violation of any local, State, or federal environmental law, regulation, or review procedure applicable to the Development Property, and Developer is not currently aware of any violation of any local, State, or federal environmental law, regulation, or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. h. f. Developer will shall cooperate fully with the City in its responsibility for resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction and operation of the Qualifying Minimum Improvements. g. Developer shall cause the Minimum Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws, ordinances, and regulations. h. Developer shall obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and shall meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. i. Developer will not seek to change the current land assessment category or the zoning classification anticipates construction of the Development Property or the Qualifying Minimum Improvements prior to the Termination Datewill require an investment by Developer of not less than $10,000,000.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: a. TSL Company Holdings, Ltd. (1) Developer is a Delaware an Iowa limited liability company duly organized and validly existing under the laws of the State of Delaware, is registered to do business in Iowa, Iowa and has all requisite 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 the Agreement. b. (2) This Agreement has been duly and validly authorized, executed, executed and delivered by Xxxxxxxxx Developer and, assuming due authorization, execution, execution and delivery by the City, is in full force and effect and is a valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, reorganization or other laws relating to or affecting creditors’ ' rights generally.. Developer’s counsel shall issue an opinion to the City, at time of closing, confirming the representations contained herein, in the form attached hereto as Exhibit B. c. (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 prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions, conditions or provisions of the governing documents articles of incorporation or the bylaws of Developer or of any contractual restriction, evidence of indebtedness, agreement, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, nor do they or constitute a default under any of the foregoing. d. (4) There are no actions, suits, 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 a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective)business, financial position, position or results result of operations of Developer or which in any manner raises any questions affecting affects the validity of the Agreement or Developer’s 's ability to perform its obligations under this Agreement. e. (5) Developer will cause the Additional Improvements to be constructed perform its obligations under this Agreement in accordance with the material terms of this Agreement, the Urban Renewal Plan, Plan and all local, State, State and federal laws and regulations. f. (6) Developer will use its best efforts to obtain obtain, or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and will meet, in a timely manner, all material requirements of all applicable local, Statestate, and federal laws and regulations which must be obtained or met before the Qualifying Improvements may be lawfully constructedmet. g. (7) Developer has not received any notice from any localfirm commitments for permanent financing for the Project in an amount sufficient, Statetogether with equity commitments, or federal official that to successfully complete the activities requirements of Developer with respect this Agreement and shall provide evidence thereof to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, 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 planned to be filed by any party relating to any violation of any local, State, or federal environmental law, regulation, or review procedure applicable to the Development Property, and Developer is not currently aware of any violation of any local, State, or federal environmental law, regulation, or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. h. Developer will cooperate fully with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction and operation of the Qualifying Improvements. i. Developer will not seek to change the current land assessment category or the zoning classification of the Development Property or the Qualifying Improvements prior to the Termination Closing Date.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: a. TSL Company HoldingsOskaloosa Family Flats LLC is an Iowa limited liability company, Ltd. is a Delaware limited company duly organized and validly existing under the laws of the State of Delaware, is registered to do business in Iowa, and has all requisite 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 the obligations under the this Agreement. b. This Agreement has been duly and validly authorized, executed, and 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 enforceable in accordance with its terms, except as the same may be limited 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 the governing documents of Developer or of any contractual restriction, evidence of indebtedness, agreement, or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing.evidence d. 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 a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, or results of operations of Developer or which in any manner raises any questions affecting the validity of the Agreement or Developer’s ability to perform its obligations under this Agreement. e. Developer will cause the Additional Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. f. Developer will use its best efforts to obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Qualifying Improvements may be lawfully constructed. g. Developer has not received any notice from any local, State, or federal official that the activities of Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, 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 planned to be filed by any party relating to any violation of any local, State, or federal environmental law, regulation, or review procedure applicable to the Development Property, and Developer is not currently aware of any violation of any local, State, or federal environmental law, regulation, or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. h. Developer will shall reasonably cooperate fully with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction and operation of the Qualifying Minimum Improvements. f. Developer shall cause the Minimum Improvements to be constructed in accordance with the terms of this Agreement and all local, State, and federal laws, ordinances, and regulations. g. Developer shall obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and shall meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. h. Developer will exercise commercially reasonable efforts to obtain firm commitments for construction or acquisition and permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements in accordance with this Agreement. i. Developer will not seek to change the current land assessment category or the zoning classification expects that, barring Unavoidable Delays, construction of the Development Property Minimum Improvements shall be complete within twenty-four (24) months of the Closing Date (defined below). For purposes of this Agreement, the Minimum Improvements shall be deemed “complete” or “completed” upon Developer’s receipt of a certificate of occupancy for the Qualifying Minimum Improvements prior to from the Termination DateCity.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: a. TSL Company Holdings, Ltd. (a) The Developer is a Delaware an Iowa limited liability company duly organized and validly existing under the laws of the State of DelawareIowa, is registered authorized to do conduct business in Iowa, the State of Iowa and has all requisite 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 the Agreement. b. (b) This Agreement has been duly and validly authorized, executed, executed and delivered by Xxxxxxxxx the Developer and, assuming due authorization, execution, execution and delivery by the CityCounty, is in full force and effect and is a valid and legally binding instrument of the Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, reorganization or other laws relating to or affecting creditors’ rights generally. c. (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, conditions or provisions of the governing documents articles of organization or operating agreement of the Developer or of any contractual restriction, evidence of indebtedness, agreement, agreement or instrument of whatever nature to which the Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. d. (d) There are no actions, suits, suits or proceedings pending or threatened against or affecting the Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, position or results of operations of the Developer or which in any manner raises any questions affecting the validity of the Agreement or the Developer’s ability to perform its obligations under this Agreement. e. (e) The Developer will cause the Additional Minimum Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, Plan and all local, State, State and federal laws and regulations, except for variances necessary to construct the Minimum Improvements contemplated in the Construction Plans. f. (f) The Developer will use its best efforts to obtain obtain, or cause to be obtained, in a timely manner, all required permits, licenses, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Qualifying Minimum Improvements may be lawfully constructed. g. (g) The acquisition of the Development Property and the construction of the Minimum Improvements will require a total investment of not less than $38,000,000. (h) The Developer has not received any notice from any local, State, State or federal official that the activities of the Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the City County has previously been notified in writing). The Developer is not currently aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State, State or federal environmental law, regulation, regulation or review procedure applicable to the Development Property, and the Developer is not currently aware of any violation of any local, State, State or federal environmental law, regulation, regulation or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. h. (i) The Developer has firm commitments for construction or acquisition and permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this Agreement. (j) The Developer will cooperate fully with the City County in resolution of any traffic, parking, trash removal, removal or public safety problems which may arise in connection with the construction and operation of the Qualifying Minimum Improvements. i. (k) The Developer expects that, barring Unavoidable Delays, the Minimum Improvement will be substantially completed by March 31, 2007. (l) The Developer would not seek to change undertake its obligations under this Agreement without the current land assessment category or construction by the zoning classification County of the Development Property or the Qualifying Public Improvements prior to the Termination Datedescribed in this Agreement.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: a. TSL Company Holdingsx. Xxxxxxxx Center, Ltd. LLC is a Delaware an Iowa limited liability company duly organized and validly existing under the laws of the State of Delaware, is registered to do business in Iowa, and has all requisite 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 the this Agreement. b. This Agreement has been duly and validly authorized, executed, executed and delivered by Xxxxxxxxx Developer and, assuming due authorization, execution, execution and delivery by the City, is in full force and effect and is a valid and legally binding instrument of Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, reorganization or other laws relating to or affecting creditors’ ' rights generally.. Developer’s attorney has provided an enforceability opinion as of the date of this Agreement in the form attached hereto as Exhibit H. 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, conditions or provisions of the governing documents of Developer or of any contractual restriction, evidence of indebtedness, agreement, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. d. There are no actions, suits, 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 a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, position or results of operations of Developer or which in any manner raises any questions affecting the validity of the Agreement or Developer’s 's ability to perform its obligations under this Agreement. e. Developer will cause the Additional Minimum Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. f. Developer will use its best efforts to obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Qualifying Minimum Improvements may be lawfully constructed. g. The construction of the Minimum Improvements will require a total investment of approximately $5,000,000, which includes $3,500,000 for Hard Construction Costs and $1,500,000 for Soft Construction Costs. h. Developer has not received any notice from any local, State, State or federal official that the activities of Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, 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 planned to be filed by any party relating to any violation of any local, State, State or federal environmental law, regulation, regulation or review procedure applicable to the Development Property, and Developer is not currently aware of any violation of any local, State, State or federal environmental law, regulation, regulation or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. h. i. Developer has firm commitments for construction or acquisition and permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this Agreement. j. Developer will cooperate fully with the City in resolution of any traffic, parking, trash removal, removal or public safety problems which may arise in connection with the construction and operation of the Qualifying Minimum Improvements. i. k. Developer expects that, barring Unavoidable Delays, the Minimum Improvements will be completed by August 30, 2017. l. Developer would not undertake its obligations under this Agreement without the incentives provided to the Developer by the City pursuant to this Agreement. m. Developer will not seek to change the current land assessment category category, or the zoning classification classification, of the Development Property or the Qualifying Minimum Improvements prior to between the date of execution of this Agreement and the Termination Date. n. Developer and its permitted assigns will not request, nor will it be granted, any additional Local Hotel Tax (other than what is provided in this Agreement) between the date of execution of this Agreement and the Termination Date. o. A list of the members (as of the date of this Agreement) of Grinnell Center, LLC, including the ownership interest of each such member, the capital investment made by each member to acquire such ownership interest, and an organizational chart of the officers and/or management of Grinnell Center, LLC, is attached hereto as Exhibit I.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: a. TSL Company HoldingsLSJT of Iowa, Ltd. LLC, is a Delaware an Iowa limited liability company duly organized and validly existing under the laws of the State of Delaware, is registered to do business in Iowa, and has all requisite 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 the this Agreement. b. This Agreement has been duly and validly authorized, executed, and delivered by Xxxxxxxxx Developer 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 enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, or other laws relating to or affecting creditors’ rights generally. The Developer’s attorney shall provide an enforceability opinion in the form of Exhibit F to be signed concurrently with this Agreement. 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, conditions or provisions of the governing documents of Developer Developer, or of any contractual restriction, evidence of indebtedness, agreement, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. d. There are no actions, suits, or proceedings pending or pending, threatened against against, or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position, position or results of operations of Developer Developer, or which in any manner raises any questions affecting the validity of the Agreement or Developer’s ability to perform its obligations under this Agreement. e. Developer will cause the Additional Minimum Improvements and Infrastructure Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. f. Developer will use its best efforts to obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Qualifying Minimum Improvements and/or Infrastructure Improvements may be lawfully constructed. g. The construction budget of the Minimum Improvements will require a total investment of approximately Fifteen Million Dollars ($15,000,000) in costs for construction, equipment/furnishings, and related expenses. h. Developer has not received any notice from any local, State, or federal official that the activities of Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, 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 planned to be filed by any party relating to any violation of any local, State, or federal environmental law, regulation, or review procedure applicable to the Development Property, and Developer is not currently aware of any violation of any local, State, or federal environmental law, regulation, or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. h. i. Developer has firm commitments, conditioned on the execution of this Agreement, for construction or acquisition and permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements and Infrastructure Improvements in accordance with the Construction Plans contemplated in this Agreement. j. Developer will cooperate fully with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction and operation of the Qualifying Minimum Improvements and/or Infrastructure Improvements. i. k. Developer expects that, barring Unavoidable Delays, the Minimum Improvements will be completed according to the deadlines in Section 3.3(b) and the Infrastructure Improvements will be completed by the deadlines in Section 3.2(a). l. Developer would not undertake its obligations under this Agreement without the payment by the City of the Economic Development Grants being made to Developer pursuant to this Agreement and the expectation that, subject to the terms of this Agreement, the Developer will not seek to change the current land assessment category or the zoning classification of the Development Property or the Qualifying Improvements prior to the Termination Datereceive said Grants.