Common use of Representations and Warranties of the Developer Clause in Contracts

Representations and Warranties of the Developer. The Developer hereby represents and warrants to the City as of the Date of Delivery and as of Closing: (a) The Developer is duly organized and validly existing as a corporation under the laws of the State of Tennessee, is duly qualified to do business in North Carolina, and is in good standing under its organization documents and the laws of Tennessee and North Carolina. (b) The Developer has the power to consummate the transactions contemplated by the Developer Documents. (c) By proper company action, the Developer has duly authorized the execution and delivery of the Developer Documents to which it is a party and the consummation of the transactions contemplated therein. (d) The Developer has obtained all consents, approvals, authorizations and orders of governmental authorities that are required to be obtained by it as a condition to the execution and delivery of the Developer Documents. (e) The execution and delivery by the Developer of the Developer Documents and the consummation by the Developer of the transactions contemplated therein will not (i) conflict with, be in violation of, or constitute (upon notice or lapse of time or both) a default under its charter, bylaws, or any agreement, instrument, order or judgment to which it is a party or is subject, or (ii) result in or require the creation or imposition of any lien of any nature upon or with respect to any of its properties now owned or hereafter acquired, except as contemplated by the Developer Documents. (f) The Developer Documents constitute legal, valid and binding obligations and are enforceable against it in accordance with the terms of such instruments, except as enforcement thereof may be limited by (i) bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights and (ii) general principles of equity, regardless of whether such enforceability is considered in a proceeding at equity or at law. (g) With respect to the Project, the Developer has made no attempt to become a “design-builder” within the meaning of that term as it is defined in N.C.G.S. Section 143-128.1B.

Representations and Warranties of the Developer. The Developer hereby represents and warrants to the City as of the Date of Delivery and as of Closing: (a) The Developer is duly organized and validly existing as a corporation limited liability company under the laws of the State of Tennessee[ ], is duly qualified to do business in North Carolina, and is in good standing under its organization documents and the laws of Tennessee and North Carolina.of (b) The Developer has the power to consummate the transactions contemplated by the Developer Documents. (c) By proper company action, the Developer has duly authorized the execution and delivery of the Developer Documents to which it is a party and the consummation of the transactions contemplated therein. (d) The Developer has obtained all consents, approvals, authorizations and orders of governmental authorities that are required to be obtained by it as a condition to the execution and delivery of the Developer Documents. (e) The execution and delivery by the Developer of the Developer Documents and the consummation by the Developer of the transactions contemplated therein will not (i) conflict with, be in violation of, or constitute (upon notice or lapse of time or both) a default under its charter, bylawsoperating agreement, or any agreement, instrument, order or judgment to which it is a party or is subject, or (ii) result in or require the creation or imposition of any lien of any nature upon or with respect to any of its properties now owned or hereafter acquired, except as contemplated by the Developer Documents. (f) The Developer Documents constitute legal, valid and binding obligations and are enforceable against it in accordance with the terms of such instruments, except as enforcement thereof may be limited by (i) bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights and (ii) general principles of equity, regardless of whether such enforceability is considered in a proceeding at equity or at law. (g) With respect to the Project, the Developer has made no attempt to become a “design-builder” within the meaning of that term as it is defined in N.C.G.S. Section 143-128.1B.