Representations of the Developer. The Developer represents, covenants and warrants to the District as follows:
Representations of the Developer. The Developer makes the following representations and warranties, which are true and correct on the date hereof, to the best of the Developer’s knowledge:
Representations of the Developer. The Developer makes the following representations:
1. The Developer is a Domestic Corporation organized and existing in good standing under the laws of the State of Nebraska, having the power to enter into this Redevelopment Contract, transact business in the state of Nebraska, and perform all obligations contained herein and by proper action has been duly authorized to execute and deliver this Redevelopment Contract.
2. The execution and delivery of the Redevelopment Contract and the consummation of the transactions therein contemplated will not conflict with or constitute a breach of or default under any bond, debenture, note or other evidence of indebtedness or any contract, loan agreement or lease to which the Developer is a party or by which it is bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature upon any of the property or assets of the Developer contrary to the terms of any instrument or agreement.
3. There is no litigation pending or to the best of its knowledge threatened against the Developer affecting its ability to carry out the acquisition, construction, equipping and furnishing of the Project or the carrying into effect of this Redevelopment Contract or, except as disclosed in writing to the Agency, as to any other matter materially affecting the ability of the Developer to perform its obligations hereunder.
Representations of the Developer. Developer hereby represents and warrants that Developer has full power to execute and deliver and perform the terms, duties, and obligations of this Agreement and all of the foregoing has been duly and validly authorized by all necessary proceedings. This Agreement constitutes the legal, valid and binding obligations of Developer, enforceable in accordance with its terms.
Representations of the Developer. The Developer makes the following representations and warranties to the City, which representations and warranties are true and correct on the date hereof:
Representations of the Developer. The Developer makes the following representations:
1. The Developer is a corporation organized and existing in good standing under the laws of the State of Kansas, having the power to enter into this Redevelopment Contract, transact business in the state of Nebraska, and perform all obligations contained herein and by proper action has been duly authorized to execute and deliver this Redevelopment Contract.
2. The execution and delivery of the Redevelopment Contract and the consummation of the transactions therein contemplated will not conflict with or constitute a breach of or default under any bond, debenture, note or other evidence of indebtedness or any contract, loan agreement or lease to which the Developer is a party or by which it is bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature upon any of the property or assets of the Developer contrary to the terms of any instrument or agreement.
3. There is no litigation pending or to the best of its knowledge threatened against the Developer affecting its ability to carry out the acquisition, construction, equipping and furnishing of the Project or the carrying into effect of this Redevelopment Contract or, except as disclosed in writing to the Agency, as to any other matter materially affecting the ability of the Developer to perform its obligations hereunder.
4. Developer has made a fiscal analysis of the project and specifically represents to the City and Agency that:
(i) The Project would not be economically feasible without the use of tax-increment financing, and Developer will not undertake the Project without tax-increment financing;
(ii) The Project would not occur in the Redevelopment Area and Developer will not construct the Project without the use of tax-increment financing;
Representations of the Developer. (1) The Developer represents and warrants that:
(a) It has the right, capacity, and authority to enter into the Agreement;
(b) The Agreement does not conflict with any other contracts or obligations that bind the Developer;
(c) There is no proceeding in progress or pending or threatened against, relating to, or affecting the Developer that may be expected to have a materially adverse effect on the performance of the Developer’s obligations under the Agreement;
(d) It has or will have the necessary financial resources to complete all of the Developer's obligations under the Agreement; and
(e) It is in compliance with all Applicable Law that affects the Developer or its operations.
Representations of the Developer. The Developer hereby represents as follows:
(A) The Developer is duly authorized, created and existing under the laws of the State of Texas, is qualified to do business in the State of Texas and is duly qualified to do business wherever necessary to perform its obligations as contemplated by this Agreement.
(B) The Developer has the power, authority and legal right to enter into and perform its obligations as set forth in this Agreement and the execution, delivery and performance hereof (i) have been duly authorized, (ii) will not, to the best of its knowledge, violate any judgment, order, law or regulation applicable to the Developer or any provision of any of Developer’s agreements or governing documents and (iii) do not constitute a default under, or result in, the creation of any lien, charge, encumbrance or security interest upon any assets of the Developer under any agreement or instrument to which the Developer is a party or by which the Developer or its assets may be bound or affected.
(C) This Agreement has been duly authorized, executed and delivered by the Developer and constitutes a legal, valid and binding obligation of the Developer, enforceable in accordance with its terms.
(D) The execution, delivery and performance of this Agreement by the Developer does not require the consent or approval of any person which has not been obtained.
Representations of the Developer. The Developer makes the following representations:
1. The Developer is an individual and/or sole proprietorship, having the power to enter into this Redevelopment Contract, transact business in the state of Nebraska, and perform all obligations contained herein and by proper action has been duly authorized to execute and deliver this Redevelopment Contract.
2. The execution and delivery of the Redevelopment Contract and the consummation of the transactions therein contemplated will not conflict with or constitute a breach of or default under any bond, debenture, note or other evidence of indebtedness or any contract, loan agreement or lease to which the Developer is a party or by which it is bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature upon any of the property or assets of the Developer contrary to the terms of any
3. There is no litigation pending or to the best of its knowledge threatened against the Developer affecting its ability to carry out the acquisition, construction, equipping and furnishing of the Project or the carrying into effect of this Redevelopment Contract or, except as disclosed in writing to the Agency, as to any other matter materially affecting the ability of the Developer to perform its obligations hereunder.
4. Developer has made a fiscal analysis of the project and specifically represents to the City and Agency that:
(i) The Project would not be economically feasible without the use of tax-increment financing, and Developer will not undertake the Project without tax-increment financing;
(ii) The Project would not occur in the Redevelopment Area and Developer will not construct the Project without the use of tax-increment financing;
ARTICLE III OBLIGATIONS OF THE AGENCY
Representations of the Developer. (A) As of the Effective Date and as of the Closing date, the Developer makes the following representations and warranties to the County and the CRA as the basis for the undertaking on the part of the County and the CRA herein contained, all of which shall be deemed restated and shall survive Closing:
(1) The Developer is duly organized and validly existing as a Delaware limited liability company.
(2) The Developer has full power and authority to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder.
(3) The Developer is not in default under any provisions of the laws of the State which are material to the performance of its obligations under this Agreement.
(4) The Developer has duly authorized the execution and delivery of this Agreement and assuming the due authorization, execution and delivery by the County, and CRA this Agreement constitutes valid and legally binding obligations of the Developer, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally, or by the exercise of judicial discretion in accordance with general principles of equity.
(5) The authorization, execution and delivery of this Agreement and the compliance by the Developer with the provisions hereof will not conflict with or constitute a material breach of, or default under, any existing law, court or administrative regulation, decree, order or any ordinance, resolution, agreement, lease, mortgage, trust indenture or other instrument to which the Developer is subject or by which it is bound.
(6) There is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body pending or, to the best knowledge of the Developer, threatened against or affecting the Developer, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated, or which, in any way, would materially adversely affect the validity of this Agreement or any agreement or instrument to which the Developer is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby.
(7) Developer is a single purpose limited liability company solely owned and controlled by Kitson and Partners and Xxxxxx Xxxxxxx Real Estate Fund.
(B) Developer shall deliver to County a c...
