Common use of Developers Covenants Clause in Contracts

Developers Covenants. 4.1 The Developer hereby covenants as follows: (i) to enter upon of the said Land for the sole purpose of carrying this Agreement into effect and to undertake the Development strictly according to the approved plans only and to remain thereon for a period expiring on the date of practical completion of the Development and complete sale of the said units or until such earlier termination date effected by the Owner under or pursuant to this Agreement; (ii) to take and remove all work materials which shall not be in accordance with approved plans within thirty (30) days after the service of a notice from the Owner requiring the Developer so to do and also to repair and make good defects “or omissions in the Works of any part or parts thereof within such reasonable time after the service of a notice from the Owner requiring the Developer so to do; and the cost incurred thereby shall be at the sole expense of the Developer; (iii) to lay out and construct to the satisfaction of the appropriate authorities, proper and sufficient branch and connecting sewers, drains, shafts, traps, gullies and gratings and to drain such branch and connecting sewers and drains into public sewers and publics drains where and when applicable; (iv) at all times to co all acts and things including the laying out of all water and electricity connection required by and to conform in all respect with the provisions of any statute and regulation applicable thereto and in accordance with lawful requirements in respect of electricity, gas, water, telephone, and other amenities; (v) to carry out the Development on the said Land in conformity with the approved plans; (vi) not to do or permit to be done anything whether in connection with the Works or otherwise which may render any policy of insurance effected pursuant to the provisions of this Agreement void or voidable; (vii) to produce from time to time at the request and for the inspection of the Owner any or all policies of insurance effected pursuant to the provisions of this Agreement together with sufficient evidence of payments of the current premium in respect thereof; (viii) in developing the Development, the Developer shall at the Developer’s own costs and expense, comply with all the provisions and requirements of any Act, Ordinance, Enactment, Rules and regulations for the time being in force in respect of the Development of the said Land and to indemnify and keep the Owner indemnified against all fines, penalties and losses incurred by the Owner by reason of any breach of this clause. 4.2 The Developer shall on its own or jointly with the Owner at the Developer’s own cost and expense apply and obtain from the appropriate authority for the issue of separate individual titles to the individual building units in the Development. 4.3 The Developer shall undertake to provide services and maintenance of the Development from the date the Certificate of Completion and Compliance is being issued until the maintenance of the same is handed over to the local authority.

Developers Covenants. 4.1 The Developer hereby covenants as follows:parties acknowledge the Commission is entering into this Agreement based (among other things) upon the Developer's substantial compliance with the following conditions after Closing (collectively, "Developer's Covenants"). (ia) Developer shall construct the Project in substantial accordance with the Project Requirements and the Project Plans approved by the Commission pursuant to enter upon Section 4.2. (b) With the Project Plans, Developer shall include the Lender's deadlines regarding the commencement of the said Land for the sole purpose of carrying this Agreement into effect Project construction and to undertake the Development strictly according to the approved plans only and to remain thereon for a period expiring on the date of practical substantial completion of the Development Project in accordance the Project Plans (the "Lender's Construction Conditions"). For purposes of this Agreement in general and complete sale the Repurchase Right (as defined in Section 5.2 below) specifically, the "Construction Condition" shall mean the Lender's Construction Conditions with the addition of ninety (90) days, (the "Construction Condition"), both subject to Force Majeure (as defined in Section 12.16 below), applicable notice and cure rights under this Agreement, and any other applicable provisions of this Agreement. The parties shall memorialize in writing the Construction Condition deadlines in the Commission's final approval of the said units or until such earlier termination date effected by the Owner under or pursuant to this Agreement;Project Plans. (iic) to take and remove all work materials which shall not be in accordance with approved plans within thirty (30) days after Such other covenants as the service of a notice from the Owner requiring the Developer so to do and also to repair and make good defects “or omissions in the Works of any part or parts thereof within such reasonable time after the service of a notice from the Owner requiring the Developer so to do; and the cost incurred thereby shall be at the sole expense of the Developer; (iii) to lay out and construct to the satisfaction of the appropriate authorities, proper and sufficient branch and connecting sewers, drains, shafts, traps, gullies and gratings and to drain such branch and connecting sewers and drains into public sewers and publics drains where and when applicable; (iv) at all times to co all acts and things including the laying out of all water and electricity connection required by and to conform in all respect with the provisions of any statute and regulation applicable thereto and in accordance with lawful requirements in respect of electricity, gas, water, telephone, and other amenities; (v) to carry out the Development on the said Land in conformity with the approved plans; (vi) not to do or permit to be done anything whether Commission may reasonably require in connection with the Works Commission's review and approval of the Project Plans as set forth in Section 4.2 and as Developer may reasonably approve. (d) Developer or otherwise which may render the Special Purpose Entity (as defined in Section 12.1 below), as the grantee of the Property from the Commission, shall obtain the Commission's written approval of the conveyance, lease, license or other transfer of any policy interest in the Project, including without limitation, the conveyance, lease or license of insurance effected pursuant the Property to a party not affiliated with Developer or Developer's owners, or Special Purpose Entity, or its owners. The Commission's approval shall not be unreasonably withheld, conditioned or delayed. This covenant is subject to the provisions rights of this Agreement void or voidable;Developer and Special Purpose Entity under section 12.1, below, and shall terminate after satisfaction of the Construction Condition. (viie) to produce from time to time at the request and Developer shall be responsible for the inspection payment of all fees and charges the Owner any or all policies of insurance effected pursuant Town is entitled to levy in connection with the Project, but not limited to, road impact fees, sewer availability fees, and fire review fees. The Developer's Covenants shall run with the title to the provisions of this Agreement together with sufficient evidence of payments of Property and be memorialized in a separate document to be recorded at Closing after the current premium Deed (as defined in respect thereof; (viiiSection 9.1(a)(i) below), in developing the Development, the Developer form and content acceptable to Developer. The Commission shall have all rights at law and equity to enforce the Developer’s own costs and expense, comply with all the provisions and requirements of any Act, Ordinance, Enactment, Rules and regulations for the time being in force in respect of the Development of the said Land and to indemnify and keep the Owner indemnified against all fines, penalties and losses incurred by the Owner by reason of any breach of this clause's Covenants. 4.2 The Developer shall on its own or jointly with the Owner at the Developer’s own cost and expense apply and obtain from the appropriate authority for the issue of separate individual titles to the individual building units in the Development. 4.3 The Developer shall undertake to provide services and maintenance of the Development from the date the Certificate of Completion and Compliance is being issued until the maintenance of the same is handed over to the local authority.

Developers Covenants. 4.1 Developer hereby joins in this Agreement for the limited purpose of agreeing as set forth in this Section 9.4. Capitalized terms used in this Section 9.4 and not otherwise defined in this Agreement shall have the meanings ascribed to them in the IDAA. (a) Developer makes the same representations and warranties as are provided in Sections 7.3(b)(iv) and 7.4(b)(iv) with respect to the IDAA as a Required Contract, and further represents and warrants that the IDAA is in full force and effect, that Developer has fully complied with all of its material obligations thereunder as of the Effective Date and that as of the Effective Date Developer is not aware of any material prospect that the Initial Bonds will not be issued due to a failure of any condition to such issuance under Section 2.01(d) of the IDAA on the part of Developer or any intention of any other applicable party not to cause any other condition to be satisfied. (b) Developer shall use diligent efforts to pursue, in cooperation with Seller, the issuance of the Initial Bonds in accordance with the IDAA, shall keep Purchaser reasonably informed as to the progress thereof, and shall share with Purchaser all material correspondence, document drafts and comments, and other information material to the issuance of the Initial Bonds and the schedule therefor, including without limitation in connection with the January 6 Submittal and all further submittals to be made. In addition, to the extent that Developer receives any proceeds of the Bonds (other than in reimbursement, from Purchaser or at Purchaser’s direction, of Bond Issuance Costs pursuant to Section 8.4(f) above), Developer shall promptly remit such proceeds to Purchaser. Developer shall not by its acts or omissions cause there to occur a breach of any obligations of the landlord under Section 18.01(a), (b) or (g) of the Vertex Leases. (c) The Developer has granted and the City of Boston and the Boston Redevelopment Authority, respectively, have accepted the applicable I-Cubed Easements. In connection therewith, the Developer hereby covenants agrees to enter into a memorandum of agreement with the Massachusetts Development Finance Agency or such other agreement or certificate as follows:may be agreed by the Developer and the Massachusetts Development Finance Agency with respect to the exercise of certain of its rights as grantor under the I-Cubed Easements to the extent necessary to ensure that the Initial Bonds and any Additional Bonds may be issued on a tax-exempt basis. The form and substance of any such memorandum of agreement or other agreement or certificate shall be as agreed by the Massachusetts Development Finance Agency and the Developer, and Purchaser shall have no approval or consent rights with respect thereto provided that nothing therein shall be binding upon or adversely affect Purchaser (except by virtue of its status as a Parcel Owner under the Declaration, as and to the same or proportional extent as all other Parcel Owners) or the Property (except by virtue of the Property’s status as a Parcel under the Declaration, as and to the same or proportional extent as all other Parcels) or adversely affect Purchaser’s ability to perform its obligations as landlord under the Vertex Leases. (d) From and after Closing, (i) Developer shall complete, or cause to enter upon be completed, at Developer’s and/or its affiliates’ sole cost and expense (but in no event at FPOC’s expense) such Additional Bond Public Infrastructure Improvements as are necessary, if any, to permit the issuance of Additional Bonds in a principal amount equal to $50,000,000.00 less the principal amount of the said Land for Initial Bonds, all in a manner sufficient to satisfy Section 2.02(a)(v) of the sole purpose IDAA and otherwise in accordance with the requirements of carrying this Agreement into effect and the IDAA, not later than July 1, 2016. Upon the completion of such Additional Bond Public Infrastructure Improvements, Developer will (i) provide evidence reasonably satisfactory to undertake the Development strictly according Purchaser of such completion, (ii) tender to the approved plans only City of Boston or another Governmental Authority (as such term is defined in the IDAA) the easement(s) for public access in the portion of such Additional Bond Public Infrastructure Improvements required under the IDAA and (iii) make commercially reasonable efforts to remain thereon for a period expiring on cause the date City of practical completion Boston or another Governmental Authority to accept such easements in accordance with Section 3.6 of the Development IDAA and complete sale in satisfaction of Section 2.01(a)(v) of the said units or until such earlier termination date effected by the Owner under or pursuant to this Agreement;IDAA. (ii) to take and remove all work materials which shall not be in accordance with approved plans Developer shall, within thirty (30) days after the service of a notice from the Owner requiring the Developer so to do and also to repair and make good defects “or omissions in the Works of any part or parts thereof within such reasonable time after a written request from Purchaser therefor, deliver such evidence, certifications or other information as is required under Sections 2.01(d)(iii), 2.02(a)(i), 3.03(c) or 3.04(a) of the service IDAA with respect to any Additional Bonds, in each case (i) to the extent available and in the possession and control of a notice Developer and (ii) subject to the cooperation of Purchaser in providing and/or obtaining any information reasonably required for the delivery of such evidence that is available to, or in the possession and control of, Purchaser. (e) From and after the Effective Date and from and after Closing, Developer shall (i) continue to comply with the Owner requiring the Developer so to do; Act and the cost incurred thereby shall be at Regulations and the sole expense IDAA to the extent required to permit the issuance of the Developer; Initial Bonds and any Additional Bonds, (iiiii) to lay out and construct to the satisfaction of the appropriate authorities, proper and sufficient branch and connecting sewers, drains, shafts, traps, gullies and gratings and to drain such branch and connecting sewers and drains into public sewers and publics drains where and when applicable; (iv) at all times to co all acts and things including the laying out of all water and electricity connection required by and to conform in all respect reasonably cooperate with the provisions of any statute and regulation applicable thereto and in accordance with lawful requirements in respect of electricity, gas, water, telephone, and other amenities; (v) to carry out the Development on the said Land in conformity with the approved plans; (vi) not to do or permit to be done anything whether Purchaser in connection with the Works or otherwise issuance of such Initial Bonds, (iii) reasonably cooperate, at no cost to Developer other than as necessary to satisfy its obligations set forth in Sections 9.4(c), (d)(i) and (d)(ii) (unless such cost is reimbursed to Developer), with Purchaser in connection with the issuance of any Additional Bonds, and (iv) pay the cost of any Independent Construction Agent (which may render any policy cost shall be recoverable out of insurance effected pursuant applicable Initial and Additional Bond proceeds solely as and to the extent provided in Section 8.4(f)). (f) Purchaser hereby acknowledges that a prefabricated shade structure (the “Water Transportation Terminal Shade Structure”) required by the Fan Pier Master Plan and the 50 Northern Deed to be installed as part of the water transportation terminal has been ordered but has not been installed as of the Effective Date. Developer shall (i) use diligent efforts to cause the Water Transportation Terminal Shade Structure to be installed in compliance with the applicable requirements of the Fan Pier Master Plan and the 50 Northern Deed and to cause the DEP to issue a certificate of compliance to evidence the completion of the Water Transportation Terminal Shade Structure, all at Developer’s sole cost and expense, and (ii) shall indemnify and hold Purchaser harmless from any and all demands, claims, causes of action, losses, damages, costs or expenses, including without limitation reasonable attorneys’ fees, incurred by Purchaser to the extent arising from any failure of the Water Transportation Terminal Shade Structure to be installed in compliance with the applicable requirements of the Fan Pier Master Plan and the 50 Northern Deed, or any failure of the DEP Certificates of Compliance (or any such DEP certificate at any later time) to evidence the completion of the Water Transportation Terminal Shade Structure. (g) Developer shall indemnify and hold Purchaser harmless from any and all demands, claims, causes of action, losses, damages, costs or expenses, including, without limitation, reasonable attorneys’ fees, incurred by Purchaser to the extent arising (i) under Article 3 of the IDAA or under Section 5.05(a) of the IDAA, in each case to the extent attributable to the action or inaction of Developer or its affiliates, their agents, contractors, or employees, or (ii) from any breach of Developer’s obligations under this Section 9.4. (h) Developer, for itself and its affiliates, agrees that it and its affiliates shall not act or omit to act so as to cause a breach of the obligations of Purchaser under the Leases (as in effect as of the Closing Date), including without limitation, the cooperation and notice provisions with respect to future construction under Section 16.13 of the Vertex Leases and the prohibition on amendments of the Project Documents (as defined in the Vertex Leases) in a manner that will adversely affect Vertex, and Developer, for itself and its affiliates, agrees to perform any obligations of the landlord under the Vertex Leases (as in effect as of the Closing Date) with respect to the provision of surface parking. (i) The provisions of this Agreement void or voidable; (vii) to produce from time to time at Section 9.4 shall survive the request and for the inspection of the Owner any or all policies of insurance effected pursuant to the provisions of this Agreement together with sufficient evidence of payments of the current premium in respect thereof; (viii) in developing the Development, the Developer shall at the Developer’s own costs and expense, comply with all the provisions and requirements of any Act, Ordinance, Enactment, Rules and regulations for the time being in force in respect of the Development of the said Land and to indemnify and keep the Owner indemnified against all fines, penalties and losses incurred by the Owner by reason of any breach of this clauseClosing. 4.2 The Developer shall on its own or jointly with the Owner at the Developer’s own cost and expense apply and obtain from the appropriate authority for the issue of separate individual titles to the individual building units in the Development. 4.3 The Developer shall undertake to provide services and maintenance of the Development from the date the Certificate of Completion and Compliance is being issued until the maintenance of the same is handed over to the local authority.