Common use of Representations by the Developer Clause in Contracts

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, ordinances, orders, decrees, decisions, rules, regulations and requirements of every duly constituted governmental authority, commission and court applicable to any of its affairs, business, or operations as contemplated by this Agreement.

Representations by the Developer. As of the Effective Dateeffective date of this Agreement, the Developer represents that: 1. (a) The Developer is a limited liability company duly organized and existing under the laws of the State of Missouri. 2. (b) 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 legally 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 (c) To Developer’s knowledge, 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 Developer is now a party, and do not and will not constitute a default under any of the foregoing. 4. (d) To Developer’s knowledge, no litigation, proceedings or investigations are pending or or, to the knowledge of the Developer, threatened against the Developer or any member or owners of the Developer which would have a material adverse effect on relating to the development of the Property including the construction of the District Project. In addition, to Developer’s knowledge, no litigation, proceedings or investigations are pending or or, to the knowledge of the Developer, 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. (e) To its Developer’s knowledge, the Developer is in material compliance with all laws, ordinances, orders, decrees, decisions, rules, regulations and requirements of every duly constituted governmental authority, commission and court applicable to any of its affairs, business, or operations as contemplated by this Agreement.

Representations by the Developer. As of the Effective Date, the 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. 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. Accordingly, this Agreement constitutes the legal valid and binding obligation obligations 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. B. 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 corporate or 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 C. No litigation, proceedings or investigations are pending or or, to the knowledge of the Developer, threatened against the Developer or any member or owners of the Developer which would have a material adverse effect on or the development of the Property including the construction of the CID Project. In addition, to Developer’s knowledge, no litigation, proceedings or investigations investigation are pending or or, to the knowledge of the Developer, 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 Developer, the terms and provisions of this Agreement. 5. To its knowledge, the D. The Developer is in material compliance with all valid laws, ordinances, orders, decrees, decisions, rules, regulations and requirements of every duly constituted governmental authority, commission and court applicable to any of its affairs, business, or and operations as contemplated by this Agreement.

Representations by the Developer. As of the Effective Date, the 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. 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. Accordingly, this Agreement constitutes the legal valid and binding obligation obligations 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. B. 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 corporate or 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 C. No litigation, proceedings or investigations are pending or or, to the knowledge of the Developer, threatened against the Developer or any member or owners of the Developer which would have a material adverse effect on or the development of the Property including the construction of the ProjectCID Projects. In addition, to Developer’s knowledge, no litigation, proceedings or investigations investigation are pending or or, to the knowledge of the Developer, 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 Developer, the terms and provisions of this Agreement. 5. To its knowledge, the D. The Developer is in material compliance with all valid laws, ordinances, orders, decrees, decisions, rules, regulations and requirements of every duly constituted governmental authority, commission and court applicable to any of its affairs, business, or and operations as contemplated by this Agreement. E. The Developer acknowledges that Section 285.530, RSMo, prohibits any business entity or employer from knowingly employing, hiring for employment, or continuing to employ an unauthorized alien to perform work within the state of Missouri. As a condition of this Agreement, the Developer shall provide a notarized affidavit acceptable to the City stating that the Developer is enrolled in and participates in a federal work authorization program with respect to the employees working in connection with this Agreement, and that the Developer does not knowingly employ any person who is an unauthorized alien in connection with this Agreement. Additionally, the Developer must provide documentation ty evidencing current enrollment in a federal work authorization program. The Developer covenants that it will not knowingly violate subsection 1 of Section 285.530, RSMo; that it will not knowingly employ, hire for employment, or continue to employ any unauthorized aliens to perform work related to this Agreement; and that its employees are lawfully eligible to work in the United States.

Representations by the Developer. As of the Effective Dateeffective date of this Agreement, 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. (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. 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. (b) 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(c) No litigation, proceedings or investigations are pending or, to the knowledge of the Developer, threatened against the Developer or any members or owners of the Developer relating to the District Project. To Developer’s knowledgeIn addition, no litigation, proceedings or investigations are pending or threatened against or, to the Developer or any member or owners knowledge of the Developer which would have a material adverse effect on the development of the Property including the construction of the Project. In additionDeveloper, 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 (d) The Developer is in material compliance with all laws, ordinances, orders, decrees, decisions, rules, regulations and requirements of every duly constituted governmental authority, commission and court applicable to any of its affairs, business, or operations as contemplated by this Agreement.