Common use of Representations by Developer Clause in Contracts

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 creditors’ rights in general. The enforceability of this Financing Agreement is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (f) There are no actions, suits or proceedings pending, or, to the knowledge of the Developer, threatened, before any court, administrative agency or arbitrator which, individually or in the aggregate, might result in any material adverse change in the financial condition of the Developer or might impair the ability of the Developer to perform its obligations under this Financing Agreement.

Representations by Developer. Developer represents and warrants that: (a) It : Developer is an Indiana a limited liability corporation company duly organized and validly existing under the laws of and authorized to do business in 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 Project is of the type authorized and permitted by the Act. Developer assents to the deposit and disposition of the proceeds of the Bonds in the manner specified in the Bond Indenture. 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 Project, and such Project Project, will preserve and create and retain jobs and employment opportunities within the boundaries of the City. (c) The . Further, Developer intends to operate or cause the Project to be operated Project, as an economic development facility under the Act 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 Incorporation, By-Laws, 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 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. The execution and delivery by Developer of this Financing Agreement and does not require the Indenture. (e) consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any federal, state or other governmental authority or agency, not previously obtained or performed. 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 creditors’ rights in general. The enforceability of this Financing Agreement is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (f) . There are no actions, suits or proceedings pending, or, to the knowledge of the Developer, threatened, before any court, administrative agency or arbitrator which, individually or in the aggregate, might result in any material adverse change in the financial condition of the Developer or might impair adversely affect this Financing Agreement. No event has occurred and is continuing which with the ability lapse of time or the giving of notice would constitute an event of default by Developer to perform its obligations under this Financing Agreement. are conditioned on such dates. All representations, warranties and covenants and any obligations of Developer in this Agreement, shall be joint and several in all respects whatsoever, and shall expire upon repayment of the Bonds. (End of Article II) PARTICULAR COVENANTS OF THE ISSUER AND DEVELOPER In accordance with the Bond Indenture, the Bonds will be payable solely and only from a pledge of the Spring Mill Centre TIF Revenues. In accordance with Section 4.2 of the Bond Indenture, the Issuer shall transfer to the Trustee for deposit in the Bond Fund, on or before each January 31 and July 31, the Spring Mill Centre TIF Revenues in an amount sufficient to pay the principal of and interest due on the Bonds on the next February 1 or August 1 together with Trustee fees as described in the Bond Indenture. The Issuer covenants to collect and apply the Spring Mill TIF Revenues in the manner required by Article IV of the Bond Indenture. [So long as the Bonds are outstanding, the City covenants not to issue additional obligations payable from Spring Mill TIF Revenues.] Excess Spring Mill Centre TIF Revenues may be used pursuant to the Pledge Resolution by the Commission to pay: (a) first, unpaid principal and interest due and payable on the Bonds, (b) second, to redeem outstanding Bonds, (c) third, debt service coming due on the Bonds plus Annual Fees (as defined in the Bond Indenture) during the following six (6) month period, and (d) fourth, by the Commission for any other purpose permitted by law.

Representations by Developer. Developer represents and warrants thatto City as follows: (a) It C&C and Waterford each represent for itself that it is an Indiana limited liability corporation validly existing duly established and in good standing 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 California and by proper action has duly authorized the execution authorized, executed and delivery of delivered this Financing Agreement. (b) The provision of financial assistance Agreement and any and all other agreements and documents required 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 in order to carry out, give effect to, and constitutes consummate the legal, valid and binding agreement of Developer, transactions contemplated by this Agreement. This Agreement is enforceable against Developer in accordance with its terms. (b) Developer does not have any contingent obligations or contractual agreements which will adversely affect the ability of Developer to carry out its obligations hereunder. (c) There are no pending or, except so far as is known to Developer, threatened, legal proceedings to which Developer is or may be limited made a party to or to which it or any of its property including, without limitation, the Site, is or may become subject, which have not been fully disclosed in the material submitted to City, which will adversely affect the ability of Developer to carry out its obligations hereunder. (d) There is no action or proceeding pending or, to Developer's best knowledge, threatened, looking toward the dissolution or liquidation of Developer and there is no action or proceeding pending or, to Developer's best knowledge, threatened by bankruptcy, insolvency or other similar laws affecting against Developer which could affect the enforcement of creditors’ rights in general. The validity and enforceability of the terms of this Financing Agreement, or adversely affect the ability of Developer to carry out its obligations hereunder. (e) The execution and delivery of this Agreement and all other documents to be executed by Developer pursuant to this Agreement will not constitute or result in any default or event that with notice or the lapse of time, or both, would be a default, breach, or violation of any other agreement, instrument, or arrangement by which Developer is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity)bound. (f) There are no actions, suits or proceedings pending, or, The execution and delivery of this Agreement and all other documents to be executed by Developer pursuant to this Agreement and the knowledge consummation of the transactions contemplated herein will not violate any provision of or require any consent, authorization, or approval under any law or administrative regulation or any other order, award, judgment, writ, injunction or decree applicable to, or any governmental permit or license issued to Developer. (g) No representation, threatenedwarranty, before any courtor covenant of Developer in this Agreement, administrative agency or arbitrator which, individually or in any document or certificate furnished or to be furnished to City pursuant to this Agreement, contains any untrue statement of a material fact or omits to state a material fact necessary to make the aggregatestatements contained herein or therein not misleading. (h) All financial information delivered to City, might result in any material adverse change in including, without limitation, information relating to the financial condition of Developer, the Site, and the Project accurately represents such financial condition and has been prepared in accordance with accepted accounting principles consistently applied, unless otherwise noted in such information. Developer or might impair shall notify City in writing of any material changes to such information delivered to the ability of the City. (i) Developer has, and will as required by its obligations hereunder, dedicate, allocate and otherwise make available, sufficient financial and other resources to perform its obligations under this Financing Agreement. (j) To Developer's knowledge, no violation of any laws with respect to Hazardous Materials has occurred on the Site, and no part of the Site has ever been used by any person or entity to refine, produce, use, store, handle, transfer, process, transport or dispose of any Hazardous Materials. As used in this Section 1.6, the term "knowledge" or "known" shall mean the actual (not constructive or imputed) knowledge of the development personnel at C&C, without any investigation or inquiry or duty of investigation or inquiry. Each of the foregoing items (a) to (j), inclusive, shall be deemed to be an ongoing representation and warranty continuing through the construction period (e.g., until the Conversion Date). Developer shall advise City in writing if there is any change material pertaining to any matters set forth or referenced in the foregoing items (a) to (j), inclusive.

Representations by Developer. Developer represents and warrants that: (a) It is an Indiana a limited liability corporation company duly organized and validly existing under the laws of the State of Indiana and authorized to do business in 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 perform its obligations under this Agreement, and by proper action has duly authorized the execution and delivery of this Financing Agreement. (ba) The provision All of financial assistance to be made available to it under this Financing Agreement the proceeds from the proceeds Series 20 A Bonds (including any income earned on the investment of such proceeds) will be used for costs 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 CityProject. (cb) The Developer intends to operate or cause the Project to be operated as an economic development facility under the Act Act, until the expiration or earlier termination of this Financing Agreement as provided herein. (dc) Neither the execution and delivery of this Financing Agreement, the consummation of the transactions contemplated hereby, hereby nor the fulfillment of or compliance with the terms and conditions of this Financing Agreement, will contravene Developer’s operating agreement or any law or any governmental rule, regulation or order presently binding on Developer or 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 propertybound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lienliens, charge charges, or encumbrance encumbrances whatsoever upon any of the property or assets of the Developer under the terms of any instrument or agreement. (d) The execution, except as set forth in delivery and performance by Developer of this Financing Agreement and do not require the Indentureconsent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any federal, state or other governmental authority or agency, not previously obtained or performed. (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 creditors’ rights in general. The enforceability of the Developer’s obligations under this Financing Agreement is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (f) There are no actions, suits or proceedings pending, or, to the knowledge of the Developer, threatened, before any court, administrative agency or arbitrator which, individually or in the aggregate, might result in any material adverse change in the financial condition of the Developer or might impair the ability of the Developer to perform its obligations under this Financing Agreement. (g) No event has occurred and is continuing which with the lapse of time or the giving of notice would constitute an event of default under this Financing Agreement or the Development Agreement. (h) Developer estimates that it will complete the Project by , 20 . (i) The Developer reasonably estimates that the Project will promote the creation of up to new full-time jobs with an estimated annual payroll of $ through the addition of commercial, retail and residential housing and an estimated construction jobs. temporary