Representations by Developer. (a) Developer’s designated ROW Acquisition Manager (“ROW Acquisition Manager”) shall be entitled to undertake the right of way acquisition services described in Section 7 of the Technical Provisions on behalf of TxDOT as its agent for such limited purpose, subject to the conditions and limitations of Section 3.12.4(g) and this Section 3.12.6.
(b) In performing such activities, ROW Acquisition Manager shall at all times follow the standard of care and conduct and be subject to all Laws applicable to a licensed real estate broker in the State, and shall at all times conform with applicable Law (including, to the extent applicable, the Uniform Act) in all communications and interactions with the owners or occupants of the Project ROW or any other real property in which Developer seeks to obtain any right or interest.
(i) Except as provided in Section 3.12.6(b)(ii), any person or entity identified by Xxxxxxxxx to represent the State and who is to contact owners of real property interests, to make offers to or negotiate the purchase of such real property interests, or otherwise to perform services as agent for the State in the acquisition of real property interests, shall be licensed as a real estate broker by the Texas Real Estate Commission (“TREC”) prior to and during all times such person or entity represents the State. The individual person or entity so identified by Developer shall be the “Broker.” Prior to any contact by the Broker with the owner of any real property interest, Developer shall submit to TxDOT a copy of the current, active license of each person or entity that will perform these tasks.
(ii) Other persons or entities may carry out the obligations of the Broker provided that such individual or entity meets one of the following requirements:
A. If the person is licensed by TREC as a real estate broker, such person shall be either employed by the Broker, or have a written agreement with the Broker which agreement sets out the terms and obligations of such individual person to represent the State in the performance of services as agent. Prior to any contact with the owner of any real property interest, the Broker shall deliver to TxDOT a copy of the individual person’s real estate broker’s license and, in the event of an agreement, a copy of the agreement between the Broker and the individual person licensed as a real estate broker.
B. If an entity is licensed by the TREC as a real estate broker, such entity shall have a written agreement with ...
Representations by Developer. Developer represents and warrants that:
(a) It is an Indiana limited liability corporation validly existing under the laws of the State of Indiana, is not in violation of any provision of its Articles of Organization or Operating Agreement, or any laws in any manner material to its ability to perform its obligations under this Financing Agreement, has full power to enter into and by proper action has duly authorized the execution and delivery of this Financing Agreement.
(b) The provision of financial assistance to be made available to it under this Financing Agreement from the proceeds of the Bonds and the Loan and the commitments therefor made by the Issuer have induced the Developer to undertake the Project and such Project will preserve jobs and employment opportunities within the boundaries of the City.
(c) The Developer intends to operate or cause the Project to be operated as an economic development facility under the Act until the expiration or earlier termination of this Financing Agreement as provided herein.
(d) Neither the execution and delivery of this Financing Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Financing Agreement, conflicts with or results in a breach of the terms, conditions or provisions of the Developer’s Articles of Organization, Operating Agreement or other organizational document, as the case may be, or any restriction or any agreement or instrument to which the Developer is now a party or by which it is bound or to which any of its property or assets is subject or (except in such manner as will not materially impair the ability of the Developer to perform its obligations hereunder) of any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Developer or its property, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Developer under the terms of any instrument or agreement, except as set forth in this Financing Agreement and the Indenture.
(e) This Financing Agreement has been duly executed and delivered by Developer and constitutes the legal, valid and binding agreement of Developer, enforceable against Developer in accordance with its terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of ...
Representations by Developer. Developer hereby makes the following representations and warranties to the FCRHA, each of which is true and correct as of the Agreement Date and, to the extent applicable on the date of Closing, and shall be true and correct in all material respects as of the date of Closing:
Representations by Developer. Developer represents that:
A. The Developer has all necessary power and authority to execute and deliver and perform the terms and obligations of this Agreement and to execute and deliver the documents required of the Developer herein, and such execution and delivery has been duly and validly authorized and approved by all necessary proceedings.
B. The execution and delivery of this Agreement, the consummation of the transactions contemplated thereby, and the fulfillment of the terms and conditions hereof do not and will not conflict with or result in a breach of any of the terms or conditions of any corporate or organizational restriction or of any agreement or instrument to which it is now a party which would affect or otherwise impede Developer’s ability to perform its obligations under this Agreement, and do not and will not constitute a default under any of the foregoing.
C. No litigation, proceedings or investigations are pending or threatened against the Developer or the CID Project which would affect or otherwise impede Developer’s ability to perform its obligations under this Agreement. In addition, no litigation, proceedings, or investigations are pending or threatened against the Developer seeking to restrain, enjoin, or in any way limit the approval or issuance and delivery of this Agreement or which would in any manner challenge or adversely affect the existence or powers of the Developer to enter into and carry out the transactions described in or contemplated by the execution, delivery, validity, or performance by the Developer, the terms and provisions of this Agreement.
D. The Developer is in compliance with all valid laws, ordinances, orders, decrees, decisions, rules, regulations, and requirements of every duly constituted governmental authority, commission, and court having jurisdiction over the CID Project.
Representations by Developer. Developer certifies and agrees that it (i) does not, nor will not, so long as the Agreement remains in effect, boycott Israel, as such term is defined in Chapter 808, Texas Government Code,
Representations by Developer. 6.4.1 Developer’s designated Right of Way Acquisition Manager (“ROW Acquisition Manager”) shall be entitled to undertake the right of way acquisition services described in Section 7 of the Technical Provisions on behalf of TxDOT as its agent for such limited purpose, subject to the conditions and limitations of Section 6.2.7 and this Section 6.4.
6.4.2 In performing such activities, ROW Acquisition Manager shall at all times follow the standard of care and conduct and be subject to all Laws applicable to a licensed real estate broker in the State, and shall at all times conform with applicable Law (including, to the extent applicable, the Uniform Act) in all communications and interactions with the owners or occupants of the Project ROW or any other real property in which Developer seeks to obtain any right or interest.
6.4.2.1 Except as provided in Section 6.4.2.2, any individual person or entity identified by Developer to represent the State of Texas (“State”) and who is to contact owners of real property interests, to make offers to or negotiate the purchase of such real property interests, or otherwise to perform services as agent for the State of Texas in the acquisition of real property interests, shall be licensed as a real estate broker by the Texas Real Estate Commission (“TREC”) prior to and during all times such individual person or entity represents the State of Texas. The individual person or entity so identified by Developer shall be identified as the “Broker.” Prior to any contact by the Broker with the owner of any real property interest, Developer shall submit to TxDOT a copy of the current, active license of each person or entity that will perform these tasks.
6.4.2.2 Other individual persons or entities may carry out the obligations of the Broker provided that such individual or entity meets one of the following requirements:
(a) If the individual person is licensed by TREC as a real estate broker, such person shall be either employed by the Broker, or have a written agreement with the Broker which agreement sets out the terms and obligations of such individual person to represent the State of Texas in the performance of services as agent. Prior to any contact with the owner of any real property interest, the Broker shall deliver to TxDOT a copy of the individual person’s real estate broker’s license and, in the event of an agreement, a copy of the agreement between the Broker and the individual person licensed as a real estate broker.
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Representations by Developer. Developer represents and warrants to the City, as of the Effective Date and as of the Closing, as follows:
Representations by Developer. Developer represents that:
A. The Developer has all necessary power and authority to execute and deliver and perform the terms and obligations of this Agreement and to execute and deliver the documents required of the Developer herein, and such execution and delivery has been duly and validly authorized and approved by all necessary proceedings.
B. The execution and delivery of this Agreement, the consummation of the transactions contemplated thereby, and the fulfillment of the terms and conditions hereof do not and will not conflict with or result in a breach of any of the terms or conditions of any corporate or organizational restriction or of any agreement or instrument to which it is now a party which would affect or otherwise impede Developer’s ability to perform its obligations under this Agreement, and do not and will not constitute a default under any of the foregoing.
C. No litigation, proceedings or investigations are pending or threatened against the Developer or the CID Project which would affect or otherwise impede Developer’s ability to perform its obligations under this Agreement. In addition, no litigation, proceedings, or investigations are pending or threatened against the Developer seeking to restrain, enjoin, or in any way limit the approval or issuance and delivery of this Agreement or which would in any manner challenge or adversely affect the existence or powers of the Developer to enter into and carry out the transactions described in or contemplated by the execution, delivery, validity, or performance by the Developer, the terms and provisions of this Agreement.
D. The Developer is in compliance with all valid laws, ordinances, orders, decrees, decisions, rules, regulations, and requirements of every duly constituted governmental authority, commission, and court having jurisdiction over the CID Project. By entering into this Agreement, the Developer certifies that it and its parent company, wholly or majority-owned subsidiaries, and other affiliates, if any, are not currently engaged in, or for the duration of this Agreement will not engage in, a boycott of goods or services from the State of Israel; companies doing business in or with the State of Israel or authorized by, licensed by, or organized under the laws of the State of Israel; or persons or entities doing business in the State of Israel. The Developer understands that “boycott” means refusing to deal with, terminating business activities with, or otherwise taking any acti...
Representations by Developer. Developer represents and warrants that: 6
Representations by Developer
