Representations and Warranties of Development Manager Sample Clauses

Representations and Warranties of Development Manager. Development Manager represents and warrants as of the date hereof as follows and acknowledges that the City and CSERELP are each relying on such representations and warranties in connection with the transactions contemplated by this Agreement: (a) Development Manager is a corporation duly incorporated, organized and subsisting under the laws of the Province of Alberta; (b) Development Manager has the power, authority, financial capacity, and right: (i) to enter into and deliver this Agreement; and (ii) to perform its obligations under and as contemplated to be performed pursuant this Agreement; (c) this Agreement constitutes a valid and legally binding obligation of Development Manager, enforceable against Development Manager in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court;

Representations and Warranties of Development Manager. As of the date of this Agreement, Development Manager hereby represents and warrants to each Owner as follows:

Representations and Warranties of Development Manager. The Development Manager represents and warrants to the Owner as follows and acknowledges that the Owner is relying upon such warranties and representations in entering into this Agreement: (a) Development Manager is a limited partnership duly organized and validly existing under the laws of the State of Delaware and is qualified to transact business in the State of Washington. Development Manager has the required partnership power and authority to perform its obligations hereunder; (b) except as disclosed to Owner, that there are no actions, suits, proceedings or investigations pending or, to the best of the Development Manager’s knowledge, threatened against the Development Manager, at law or in equity, before any court or before any other judicial, quasi‑judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Development Manager under this Agreement or which individually or in the aggregate are reasonably likely to have a material adverse effect on the Project; (c) that the Development Manager is not subject to any writ, injunction or any decree of any court or any legally binding order of any governmental agency which have or are reasonably likely to have a material adverse effect on the Project; (d) that the Development Manager has complied in all material respects, with all applicable laws and has not been and is not now subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which, in the aggregate, have or are reasonably likely to have a material adverse effect on the Project; (e) that the Development Manager has all requisite skill, knowledge, expertise and resources, including qualified and competent personnel and subcontractors, and all necessary agreements and other arrangements are in place to enable the Development Manager to perform and provide all of its obligations under this Agreement including, without limitation, to perform all of the project services to be performed by it in the conduct of its obligations hereunder; (f) that the Development Manager is in good standing under any and all contracts, licenses and undertakings to which it is a party or subject to, as the case may be, where failure to be in good standing is reasonably likely to have a material adverse effect on the Project or the ability of the Development Manager to carry out its covenants and obligations contained in this Agreement; (g) whenever the Development Manager delivers any do...