Representations by the Developer. The Developer makes the following representations as the basis for the undertakings on its part herein contained:
(a) The Developer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and authorized to transact business in the State of Missouri.
(b) The Developer has lawful power and authority to enter into this Lease and to carry out its obligations hereunder, and the Developer has been duly authorized to execute and deliver this Lease, acting by and through its duly authorized officers and representatives.
(c) The execution and delivery of this Lease, the consummation of the transactions contemplated hereby, and the performance of or compliance with the terms and conditions of this Lease by the Developer will not, to Developer’s knowledge, conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any mortgage, deed of trust, lease or any other restrictions or any agreement or instrument to which the Developer is a party or by which it or any of its property is bound, or the Developer’s organizational documents, or any order, rule or regulation applicable to the Developer or any of its property of any court or governmental body, or constitute a default under any of the foregoing, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Developer under the terms of any instrument or agreement to which the Developer is a party.
(d) The Project will comply in all material respects with all applicable building and zoning, health, environmental and safety orders and laws and all other applicable laws, rules and regulations.
Representations by the Developer. The Developer makes the following representations as the basis for the undertakings on its part herein contained:
(a) The Developer is a limited liability company validly existing and in good standing under the laws of the State of Delaware and authorized to transact business in the State of Missouri.
(b) The Developer has lawful power and authority to enter into this Base Lease and to carry out its obligations hereunder and the Developer has been duly authorized to execute and deliver this Base Lease, acting by and through its duly authorized officers and representatives.
(c) The Developer is the owner of the Project Site and is permitted to lease the Project located thereon to the City pursuant to this Base Lease.
Representations by the Developer. As of the Effective Date, the Developer represents that:
1. The Developer is a limited liability company duly organized and existing under the laws of the State of Missouri.
2. 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. Accordingly, this Agreement constitutes the legal valid and binding obligation of the Developer, enforceable in accordance with its terms, except to the extent that such enforceability is limited by (i) applicable reorganization, insolvency, receivership, liquidation, readjustment of debt, moratorium or other similar laws affecting the enforcement of the rights of creditors generally, as such laws may be applied in the event of reorganization, insolvency, receivership, liquidation, readjustment of debt, moratorium applicable to the Developer, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
3. The execution and delivery of this Agreement, the consummation of the transactions contemplated thereby, and the fulfillment of the terms and conditions hereof by the Developer do not and will not conflict with or result in a breach of any of the terms or conditions of any organizational restriction or of any agreement or instrument to which it is now a party, and do not and will not constitute a default under any of the foregoing.
4. To Developer’s knowledge, no litigation, proceedings or investigations are pending or threatened against the Developer or any member or owners of the Developer which would have a material adverse effect on the development of the Property including the construction of the Project. In addition, to Developer’s knowledge, 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 of the terms and provisions of this Agreement.
5. To its knowledge, the Developer is in material compliance with all laws...
Representations by the Developer. The Developer represents that:
(a) The Developer is a Minnesota cooperative, which Owner/Officer Xxxx Xxxxxxx has the legal capacity to enter into this Agreement and carry out the obligations of the Developer hereunder.
(b) The Developer will undertake the Project in accordance with the terms of this Agreement and all local, state and federal laws and regulations (including, but not limited to, environmental, zoning, building code and public health laws and regulations).
(c) The Developer has received no notice or communication from any local, state or federal official that the activities of the Developer or the Authority in the Project Area may be or will be in violation of any environmental law or regulation. The Developer is aware of no facts the existence of which would cause the Developer to be in violation of any local, state or federal environmental law, regulation or review procedure. In the event that the Authority is required to take any action to obtain any necessary permits or approvals with respect to the Project under any local, state or federal environmental law or regulation, the Developer will cooperate with the Authority in connection with such action.
(d) The Developer agrees to complete the construction activities on the Property no later than September 1, 2022.
Representations by the Developer. The Developer represents that:
(a) The Developer is a Minnesota limited liability limited partnership duly organized and authorized to transact business in the State, is not in violation of any provisions of its organizational documents or the laws of the State, has power to enter into this Agreement and has duly authorized the execution, delivery and performance of this Agreement by proper action of the board of governors of the general partner of the Developer.
(b) The Developer will construct the Improvements on the Property in material compliance with the terms of this Agreement and in compliance with all local, state and federal laws and regulations (including, but not limited to, environmental, zoning, building code and public health laws and regulations), except for variances necessary to construct the improvements contemplated in the Construction Plans and site plan approved by the City.
(c) The Developer has received no notice or communication from any local, state or federal official that the activities of the Developer or the Authority on the Property may be or will be in violation of any environmental law or regulation. The Developer, to the best of the Developer’s knowledge, is aware of no facts the existence of which would cause the Developer to be in violation of any local, state or federal environmental law, regulation or review procedure. In the event that the Authority is required to take any action to obtain any necessary permits or approvals with respect to the Property under any local, state or federal environmental law or regulation, the Developer will cooperate with the Authority in connection with such action.
(d) The Developer has obtained or will obtain, 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 Improvements on the Property may be lawfully constructed and operated. All representations set forth in Section 2.1 and 2.2. of this Agreement shall be true and correct in all material respects as of the date of closing on conveyance of the Property to the Developer.
Representations by the Developer. The Developer hereby represents to the District that:
(a) The execution and delivery of this Agreement and the transactions contemplated hereby have been duly authorized by the Developer;
(b) This Agreement, the representations and covenants contained herein, and the consummation of the transactions contemplated hereby shall not violate or constitute a breach ofany contract or other agreement to which the Developer is a party; and
(c) The Developer has made financial arrangements sufficient to assure its ability to perform its obligations hereunder.
Representations by the Developer. As of the Effective Date, the Developer represents and warrants that:
Representations by the Developer. As of the date of this Agreement, the Developer represents that: (a) the Developer has all necessary limited liability company power and authority to execute and deliver and perform the terms and obligations of this Agreement, and such execution and delivery has been duly and validly authorized and approved; (b) this Agreement constitutes the legal valid and binding obligation of the Developer, enforceable in accordance with its terms; and (c) 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 organizational restriction or of any agreement or instrument to which it is now a party, and do not and will not constitute a default under any of the foregoing.
Representations by the Developer. The Developer hereby represents and warrants to the Authority as follows:
Representations by the Developer. Developer hereby covenants, represents, and warrants to the Town as follows:
a. The Developer is a District of Columbia limited liability company, duly formed and validly existing and in good standing, and has full power and authority under the laws of the District of Columbia to conduct the business in which it is now engaged. Developer further covenants, represents and warrants that it is authorized to engage in and transact business in Maryland.
b. No agent, broker, or other person acting pursuant to express or implied authority of Xxxxxxxxx is entitled to any commission or finder's fee in connection with the transactions contemplated by this Agreement or will be entitled to make any claim against the Town for a commission or finder's fee. Developer has not dealt with any agent or broker in connection with its lease or purchase of the Property.
c. There is no litigation, arbitration, administrative proceeding, or other similar proceeding pending against Developer that, if decided adversely to Developer, (i) would impair Developer's ability to enter into and perform its obligations under this Agreement or (ii) would materially adversely affect the financial condition or operations of the Developer.
d. Developer’s lease of the Property and its other undertakings pursuant to this Agreement are for the purpose of constructing the Project in accordance with the Development Plan and Construction Drawings and not for speculation in land holding.
e. Neither Developer nor any of its members are the subject debtor under any federal, state, or local bankruptcy or insolvency proceeding, or any other proceeding for dissolution, liquidation or winding up of its assets.
f. Developer shall conduct all site acquisition activities, including review of all existing due diligence documentation to determine the site viability. The Developer has the right to terminate if it determines that the project is not viable, as a result of such action, this Agreement shall terminate. Town shall release the Deposits to Developer, the Parties shall be released from any further liability or obligation hereunder, except as expressly provided otherwise herein.
g. Developer shall obtain all entitlements, including but not limited to, construction and zoning/re-zoning consents, land use amendments, design review, zoning variances, CUP (Conditional Use Permits), building permits, site plan review, plat/cadastral maps), approvals and variances necessary for the Project.
h. Developer shall dev...
