Common use of Developer Representations and Warranties Clause in Contracts

Developer Representations and Warranties. Each Developer represents and warrants to the other Developer that: (a) such Developer is a corporation or limited liability company, as applicable, duly formed, validly existing and in good standing under the laws of the state of its incorporation or formation, as applicable, and has full power and authority to own its own properties and to carry on its business as it is now being conducted, (b) such Developer has the full power and authority to execute, deliver and perform this Agreement and to carry out the transactions contemplated by this Agreement; (c) the execution and delivery of this Agreement by such Developer and the carrying out by such Party of the transactions contemplated by this Agreement have been duly authorized by all requisite corporate or limited liability company action, as applicable, and this Agreement has been duly executed and delivered by such Developer and constitutes the legal, valid and binding obligation of such Party, enforceable against the Party in accordance with the terms of this Agreement, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws now or hereafter in effect affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); (d) all third party consent(s) and approval(s) including banks/creditors approval(s) required for the execution, delivery and performance of this Agreement have been obtained to the satisfaction of each other and no other authorization, consent, notice to or registration or filing with any Governmental Authority or banks/creditors is required for the execution, delivery and performance by such Developer of this Agreement; (e) none of the execution, delivery and performance by such Developer of this Agreement conflicts with or will result in a breach or violation of any Law, contract or instrument to which such Developer is a party or is bound; and (f) there are no legal or arbitral proceedings by or before any Governmental Authority, now pending or (to the knowledge of such Developer) threatened, that if adversely determined could have a material adverse effect on such Developer’s ability to perform the Developer’s obligations under this Agreement. ARTICLE

Developer Representations and Warranties. Each Developer represents and warrants to the other Developer that: (a) such Developer is a corporation or limited liability company, as applicable, duly formed, validly existing and in good standing under the laws of the state of its incorporation or formation, as applicable, and has full power and authority to own its own properties and to carry on its business as it is now being conducted, (b) such Developer has the full power and authority to execute, deliver and perform this Agreement and to carry out the transactions contemplated by this Agreement; (c) the execution and delivery of this Agreement by such Developer and the carrying out by such Party of the transactions contemplated by this Agreement have been duly authorized by all requisite corporate or limited liability company action, as applicable, and this Agreement has been duly executed and delivered by such Developer and constitutes the legal, valid and binding obligation of such Party, enforceable against the Party in accordance with the terms of this Agreement, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws now or hereafter in effect affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); (d) all third party consent(s) and approval(s) including banks/creditors approval(s) required for the execution, delivery and performance of this Agreement have been obtained to the satisfaction of each other and no other authorization, consent, notice to or registration or filing with any Governmental Authority or banks/creditors is required for the execution, delivery and performance by such Developer of this Agreement; (e) none of the execution, delivery and performance by such Developer of this Agreement conflicts with or will result in a breach or violation of any Law, contract or instrument to which such Developer is a party or is bound; and (f) there are no legal or arbitral proceedings by or before any Governmental Authority, now pending or (to the knowledge of such Developer) threatened, that if adversely determined could have a material adverse effect on such Developer’s ability to perform the Developer’s obligations under this Agreement. ARTICLE.

Developer Representations and Warranties. Each The Developer hereby represents and warrants to the other Developer that: City that the following are true, and covenants with the City that the following will be true on the Completion Date: (a) such the Developer is a corporation has taken all necessary or limited liability companydesirable actions, as applicable, duly formedsteps and other proceedings to approve and authorize, validly existing and in good standing under effectively, the laws of the state of its incorporation or formationentering into, as applicable, and has full power and authority to own its own properties and to carry on its business as it is now being conducted, (b) such Developer has the full power and authority to execute, deliver and perform this Agreement and to carry out the transactions contemplated by this Agreement; (c) the execution and delivery of this Agreement by such Developer and the carrying out by such Party of the transactions contemplated by this Agreement have been duly authorized by all requisite corporate or limited liability company action, as applicable, and this Agreement has been duly executed and delivered by such Developer and constitutes the legal, valid and binding obligation of such Party, enforceable against the Party in accordance with the terms of this Agreement, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws now or hereafter in effect affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); (d) all third party consent(s) and approval(s) including banks/creditors approval(s) required for the execution, delivery and performance of this Agreement have been obtained Agreement; (b) the Developer is registered under the Excise Tax Act (Canada) for the purposes of GST and the Developer’s registration number is ; (c) the Developer is the registered and beneficial owner of the Lands; (d) the Developer has good and marketable title, excluding the physical condition of the Lands and improvements thereon, to the satisfaction of each other and no other authorization, consent, notice to or registration or filing with any Governmental Authority or banks/creditors is required for the execution, delivery and performance by such Developer of this Agreement; Lands; (e) none on the Completion Date the Developer will not have any indebtedness to any person (including any business or corporation) or to any governmental authority which by operation or otherwise then constitutes or gives rise to a lien, claim, charge or encumbrance on any of the executionNew Road or could affect the right of the City to own and operate the New Road, delivery and performance other than any mortgage to be discharged on the Completion Date as contemplated by such this Agreement; (f) neither the Developer of entering into this Agreement conflicts with or nor the performance of its terms will result in the breach of or constitute a breach default under any term or violation provision of any Lawindenture, contract mortgage, deed of trust or instrument other agreement to which such the Developer is a party bound or subject; (g) there is bound; no action, suit, claim or litigation pending or threatened with respect to the Lands, or any part thereof, or the use or occupancy thereof and no state of facts exists which could constitute the basis of any such action, suit, claim or litigation; (fh) there are no legal debts due or arbitral proceedings by owing for any work, labour, service or before materials provided to or performed on the Property under which a lien or charge has arisen or could arise under the Builders Lien Act (British Columbia); DRAFT (i) the Developer is not a “not‐resident” of Canada within the meaning of the Income Tax Act (Canada) and it is not acting as an agent, trustee or nominee for any Governmental Authority, now pending person in connection with this Agreement or (to the knowledge of such Developer) threatened, that if adversely determined could have a material adverse effect on such Developer’s ability to perform the Developer’s obligations transaction under this Agreement. ARTICLE; (j) there are no Contaminants on or under the Lands or migrating or having migrated to or from the Lands and the Lands contains no active or inactive above ground or below ground storage tanks; (k) there is not now and has not been in the past any action, proceeding, investigation, order (including pollution abatement orders and remediation orders) prosecution or claim, pending or threatened, under any Environmental Laws or otherwise, with respect to or related to the presence of Contaminants in, on or under the Lands or migrating to or from the Lands, whether in soils or groundwater or otherwise; and (l) there are no tenants or other persons occupying the New Road or any part thereof or having any right to occupy the New Road or any part thereof.