Developer’s Representations. Developer represents and warrants to PE Member, as of the date hereof, as follows: (a) Developer is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to carry on its business as now being conducted. Developer has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by Developer of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite organizational action (including such requisite action by the direct and indirect members of Developer). This Agreement has been-duly executed and delivered by Developer. This Agreement constitutes a legal, valid and binding obligation of Developer enforceable against Developer in accordance with its terms. (b) The execution and delivery of this Agreement by Developer and the consummation of the transactions contemplated hereby by Developer do not and will not (i) violate or conflict with the limited liability company agreement of Developer (or the organizational documents of any R/O Party), (ii) violate or conflict with any judgment, decree or order of any court applicable to or affecting Developer or any R/O Party, (iii) breach any provisions of, or constitute a default under, any contract, agreement, instrument or obligation to which Developer or any R/O Party is a party or by which Developer or any R/O Party is bound (including, without limitation, the DRB Development Agreement, the Construction Management Agreement and the DRB ECM Agreement), or (iv) violate or conflict with any Laws applicable to Developer or any R/O Party. (c) No approval, authorization, consent or other actions by or filing with any third party or governmental agency or authority is required for the execution of this Agreement by Developer and the performance of Developer’s obligation hereunder, other than (i) any such approval, authorization, consent or other action or filing which has been obtained, taken or made, and (ii) building and other similar governmental permits or approvals which, in accordance with best construction practices in New York City for similar first class projects, will be obtained in the regular course of construction of the Project and which are not otherwise required under the Construction Loan Documents as a condition precedent to the initial advance of the Construction Loan. (d) Neither Developer nor any of its constituent owners have engaged in any dealings or transactions, directly or indirectly, (i) in contravention of any U.S., international or other money laundering regulations or conventions, including, without limitation, the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, Trading with the Enemy Act (50 U.S.C. § 1 et seq., as amended), or any foreign asset control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or (ii) in contravention of the Anti-Terrorism Order or on behalf of terrorists or terrorist organizations, including those persons or entities that are included on any relevant lists maintained by the United Nations, North Atlantic Treaty Organization, Organization of Economic Cooperation and Development, Financial Action Task Force, U.S. Office of Foreign Assets Control, U.S. Securities & Exchange Commission, U.S. Federal Bureau of Investigation, U.S. Central Intelligence Agency, U.S. Internal Revenue Service, or any country or organization, all as may be amended from time to time. Neither Developer nor any of its constituent owners (A) are or will be conducting any business or engaging in any transaction with any person appearing on the U.S. Treasury Department’s Office of Foreign Assets Control list of restrictions and prohibited persons, or (B) are a person described in Section 1 of the Anti-Terrorism Order, and to the best of Developer’s knowledge, respectively neither Developer nor any of its Affiliates have engaged in any dealings or transactions, or otherwise been associated with any such person. Developer and its constituent owners have in place written policies and procedures, internal controls and systems that are reasonably designed to ensure compliance by Developer and its constituent owners with the anti-corruption, anti-terrorism and other laws and regulations referenced in this Section 15.01(d). (e) There are no actions, suits or proceedings at law or in equity by or before any Government Entity now pending or threatened against or affecting Developer, Related Parent, the Oxford Guarantor, any Affiliates of Developer or any of their respective assets, which actions, suits or proceedings, if determined against Developer, Related Parent, the Oxford Guarantor any such Affiliate of Developer or Related Parent or the Oxford Guarantor or any of such assets, might reasonably be expected to materially adversely affect the condition (financial or otherwise) or business of Developer or Related Parent or the Oxford Guarantor or the condition or ownership of any of their respective assets or their ability to perform their respective obligations under this Agreement, the Co-Construction Agreement (or the Co-Construction Agreement Term Sheet) or the Building Completion Guaranty. (f) Developer, as developer, has entered into the Executive Construction Management Agreement, and such agreement is in full force and effect and has not been amended, modified or supplemented. To Developer’s knowledge, no party is in breach of the Executive Construction Management Agreement. (g) Developer has delivered to PE Member or made available on the Project Data Site prior to the date of this Agreement, true, correct and complete copies of (1) the Operating Agreement (including all exhibits and schedules), (2) the Project Documents, (3) the TW Development Agreement (redacted, where applicable), including all exhibits and schedules, (4) the Project Labor Agreement, (5) the ZLDA, and (6) any other agreement (redacted where necessary) entered into by the Tower A Tenant or any R/O Party or binding upon the Tower A Tenant, the Tower Building or the Land that, in Developer’s reasonable opinion, is material to the design, construction, development, ownership, use or occupancy of the Tower Building other than (x) design and construction contracts (but excluding the Construction Management Agreement, the Executive Construction Management Agreement, the Architect’s Agreement, the DRB Executive Construction Management Agreement and the DRB Development Agreement) and (y) any agreement that solely affects one or more Other Units and does not impact the PE Unit (the agreements and documents referenced in this Section 15.01(g) (including for the avoidance of doubt any agreements or documents attached as exhibits, annexes or schedules to the foregoing), collectively, the “30 HY Project Documents”). (h) To Developer’s actual knowledge, no material default, or event which with the giving of notice or lapse of time or both would be a material default, exists under any 30 HY Project Document. Developer has not received any written notice of material default under any 30 HY Project Document which remains uncured. (i) Prior to the date hereof, Developer has commenced erection of building steel above the Platform. (j) Developer represents and warrants that the parcels referred to in the 50 HY Deed Restriction are the only parcels of real property currently owned or controlled by Developer or its Affiliate within the block bounded by ▇▇▇▇ ▇▇▇▇▇▇ in the east, ▇▇▇▇▇▇ Boulevard in the west, ▇▇▇▇ ▇▇▇▇▇▇ in the south and ▇▇▇▇ ▇▇▇▇▇▇ in the north, in the City, County and State of New York (the “50 HY Block”).
Appears in 1 contract
Developer’s Representations. Developer represents and warrants to PE MemberCoach Legacy, as of the date hereof, as follows:
(a) Developer is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to carry on its business as now being conducted. Developer has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by Developer of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite organizational action (including such requisite action by the direct and indirect members of Developer). This Agreement has been-been duly executed and delivered by Developer. This Agreement constitutes a legal, valid and binding obligation of Developer enforceable against Developer in accordance with its terms.. DOC ID - 24417143.10
(b) The execution and delivery of this Agreement by Developer and the consummation of the transactions contemplated hereby by Developer do not and will not (i) violate or conflict with the limited liability company agreement of Developer (or the organizational documents of any R/O Party)Developer, (ii) violate or conflict with any judgment, decree or order of any court applicable to or affecting Developer or any R/O PartyDeveloper, (iii) breach any provisions of, or constitute a default under, any contract, agreement, instrument or obligation to which Developer or any R/O Party is a party or by which Developer or any R/O Party is bound (including, without limitation, the DRB Development Agreement, the Construction Management Agreement and the DRB ECM Agreement)bound, or (iv) violate or conflict with any Laws applicable to Developer or any R/O PartyDeveloper.
(c) No approval, authorization, consent or other actions by or filing with any third party or governmental agency or authority is required for the execution of this Agreement by Developer and the performance of Developer’s obligation hereunder, other than (i) any such approval, authorization, consent or other action or filing which has been obtained, taken or made, and (ii) building and other similar governmental permits or approvals which, in accordance with best construction practices in New York City for similar first class projects, will be obtained in the regular course of construction the performance and completion of the Project and which are not otherwise required under the Construction Loan Documents as a condition precedent to the initial advance of the Construction LoanDeveloper Work.
(d) Neither Developer nor any of its constituent owners have engaged in any dealings or transactions, directly or indirectly, (i) in contravention of any U.S., international or other money laundering regulations or conventions, including, without limitation, the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, Trading with the Enemy Act (50 U.S.C. § 1 et seq., as amended), or any foreign asset control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or (ii) in contravention of the and Anti-Terrorism Order or on behalf of terrorists or terrorist organizations, including those persons or entities that are included on any relevant lists maintained by the United Nations, North Atlantic Treaty Organization, Organization of Economic Cooperation and Development, Financial Action Task Force, U.S. Office of Foreign Assets Control, U.S. Securities & Exchange Commission, U.S. Federal Bureau of Investigation, U.S. Central Intelligence Agency, U.S. Internal Revenue Service, or any country or organization, all as may be amended from time to time. Neither Developer nor any of its constituent owners (A) are or will be conducting any business or engaging in any transaction with any person appearing on the U.S. Treasury Department’s Office of Foreign Assets Control list of restrictions and prohibited persons, or (B) are a person described in Section 1 of the Anti-Terrorism Order, and to the best of Developer’s knowledge, respectively neither Developer nor any of its Affiliates have engaged in any dealings or transactions, or otherwise been associated with any such person. Developer and its constituent owners have in place written policies and procedures, internal controls and systems that are reasonably designed to ensure compliance by Developer and its constituent owners with the anti-corruption, anti-terrorism and other laws and regulations referenced in this Section 15.01(d).
(e) There are no actions, suits or proceedings at law or in equity by or before any Government Entity now pending or threatened against or affecting Developer, Related ParentRelated, the Oxford Guarantor, any Affiliates of Developer or the Related/Oxford Guarantor or any of their respective assets, which actions, suits or proceedings, if determined against Developer, Related ParentRelated, the Oxford Guarantor any such Affiliate of Developer or Related Parent or the Oxford Guarantor or any of such assets, might reasonably be expected to materially adversely affect the condition (financial or otherwise) or business of Developer or Related Parent or the Oxford Guarantor or the condition or ownership of any of their respective assets or their ability to perform their respective obligations under this Agreement, the Co-Construction Agreement (or the Co-Construction Agreement Term Sheet) or the Building Completion Related/Oxford Guaranty.
(f) Developer, as developer, has entered into the Executive Construction Management Agreement, and such agreement is in full force and effect and has not been amended, modified or supplemented. To Developer’s knowledge, no party is in breach of the Executive Construction Management Agreement.
(g) Developer has delivered to PE Member or made available on the Project Data Site prior to the date of this Agreement, true, correct and complete copies of (1) the Operating Agreement (including all exhibits and schedules), (2) the Project Documents, (3) the TW Development Agreement (redacted, where applicable), including all exhibits and schedules, (4) the Project Labor Agreement, (5) the ZLDA, and (6) any other agreement (redacted where necessary) entered into by the Tower A Tenant or any R/O Party or binding upon the Tower A Tenant, the Tower Building or the Land that, in Developer’s reasonable opinion, is material to the design, construction, development, ownership, use or occupancy of the Tower Building other than (x) design and construction contracts (but excluding the Construction Management Agreement, the Executive Construction Management Agreement, the Architect’s Agreement, the DRB Executive Construction Management Agreement and the DRB Development Agreement) and (y) any agreement that solely affects one or more Other Units and does not impact the PE Unit (the agreements and documents referenced in this Section 15.01(g) (including for the avoidance of doubt any agreements or documents attached as exhibits, annexes or schedules to the foregoing), collectively, the “30 HY Project Documents”).
(h) To Developer’s actual knowledge, no material default, or event which with the giving of notice or lapse of time or both would be a material default, exists under any 30 HY Project Document. Developer has not received any written notice of material default under any 30 HY Project Document which remains uncured.
(i) Prior to the date hereof, Developer has commenced erection of building steel above the Platform.
(j) Developer represents and warrants that the parcels referred to in the 50 HY Deed Restriction are the only parcels of real property currently owned or controlled by Developer or its Affiliate within the block bounded by ▇▇▇▇ ▇▇▇▇▇▇ in the east, ▇▇▇▇▇▇ Boulevard in the west, ▇▇▇▇ ▇▇▇▇▇▇ in the south and ▇▇▇▇ ▇▇▇▇▇▇ in the north, in the City, County and State of New York (the “50 HY Block”).DOC ID - 24417143.10
Appears in 1 contract
Sources: Development Agreement (Coach Inc)
Developer’s Representations. Developer represents and warrants to PE the Coach Member, as of the date hereof, as follows:
(a) Developer is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to carry on its business as now being conducted. Developer has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by Developer of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite organizational action (including such requisite action by the direct and indirect members of Developer). This Agreement has been-been duly executed and delivered by Developer. This Agreement constitutes a legal, valid and binding obligation of Developer enforceable against Developer in accordance with its terms.
(b) The execution and delivery of this Agreement by Developer and the consummation of the transactions contemplated hereby by Developer do not and will not (i) violate or conflict with the limited liability company agreement of Developer (or the organizational documents of any R/O Party)Developer, (ii) violate or conflict with any judgment, decree or order of any court applicable to or affecting Developer or any R/O PartyDeveloper, (iii) breach any provisions of, or constitute a default under, any contract, agreement, instrument or obligation to which Developer or any R/O Party is a party or by which Developer or any R/O Party is bound (including, without limitation, the DRB Development Agreement, the Construction Management Agreement and the DRB ECM Agreement)bound, or (iv) violate or conflict with any Laws applicable to Developer or any R/O PartyDeveloper.
(c) No approval, authorization, consent or other actions by or filing with any third party or governmental agency or authority is required for the execution of this Agreement by Developer and the performance of Developer’s obligation hereunder, other than (i) any such approval, authorization, consent or other action or filing which has been obtained, taken or made, and (ii) building and other similar governmental permits or approvals which, in accordance with best construction practices in New York City for similar first class projects, will be obtained in the regular course of construction of the Project and which are not otherwise required under the Construction Loan Documents as a condition precedent to the initial advance of the Construction Third Party Loan.
(d) Neither Developer nor any of its constituent owners have engaged in any dealings or transactions, directly or indirectly, (i) in contravention of any U.S., international or other money laundering regulations or conventions, including, without limitation, the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, Trading with the Enemy Act (50 U.S.C. § 1 et seq., as amended), or any foreign asset control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or (ii) in contravention of the and Anti-Terrorism Order or on behalf of terrorists or terrorist organizations, including those persons or entities that are included on any relevant lists maintained by the United Nations, North Atlantic Treaty Organization, Organization of Economic Cooperation and Development, Financial Action Task Force, U.S. Office of Foreign Assets Control, U.S. Securities & Exchange Commission, U.S. Federal Bureau of Investigation, U.S. Central Intelligence Agency, U.S. Internal Revenue Service, or any country or organization, all as may be amended from time to time. Neither Developer nor any of its constituent owners (A) are or will be conducting any business or engaging in any transaction with any person appearing on the U.S. Treasury Department’s Office of Foreign Assets Control list of restrictions and prohibited persons, or (B) are a person described in Section 1 of the Anti-Terrorism Order, and to the best of Developer’s knowledge, respectively neither Developer nor any of its Affiliates have engaged in any dealings or transactions, or otherwise been associated with any such person. Developer and its constituent owners have in place written policies and procedures, internal controls and systems that are reasonably designed to ensure compliance by Developer and its constituent owners with the anti-corruption, anti-terrorism and other laws and regulations referenced in this Section 15.01(d).
(e) There are no actions, suits or proceedings at law or in equity by or before any Government Entity now pending or threatened against or affecting Developer, Related ParentRelated, the Oxford Guarantor, any Affiliates of Developer or the Related/Oxford Guarantor or any of their respective assets, which actions, suits or proceedings, if determined against Developer, Related ParentRelated, the Oxford Guarantor any such Affiliate of Developer or Related Parent or the Oxford Guarantor or any of such assets, might reasonably be expected to materially adversely affect the condition (financial or otherwise) or business of Developer or Related Parent or the Oxford Guarantor or the condition or ownership of any of their respective assets or their ability to perform their respective obligations under this Agreement, the Co-Construction Agreement (or the Co-Construction Agreement Term Sheet) or the Building Completion Related/Oxford Guaranty.
(f) Developer, as developer, has entered into the Executive Construction Management Agreement, and such agreement is in full force and effect and has not been amended, modified or supplemented. To Developer’s knowledge, no party is in breach of the Executive Construction Management Agreement.
(g) Developer has delivered to PE Member or made available on the Project Data Site prior to the date of this Agreement, true, correct and complete copies of (1) the Operating Agreement (including all exhibits and schedules), (2) the Project Documents, (3) the TW Development Agreement (redacted, where applicable), including all exhibits and schedules, (4) the Project Labor Agreement, (5) the ZLDA, and (6) any other agreement (redacted where necessary) entered into by the Tower A Tenant or any R/O Party or binding upon the Tower A Tenant, the Tower Building or the Land that, in Developer’s reasonable opinion, is material to the design, construction, development, ownership, use or occupancy of the Tower Building other than (x) design and construction contracts (but excluding the Construction Management Agreement, the Executive Construction Management Agreement, the Architect’s Agreement, the DRB Executive Construction Management Agreement and the DRB Development Agreement) and (y) any agreement that solely affects one or more Other Units and does not impact the PE Unit (the agreements and documents referenced in this Section 15.01(g) (including for the avoidance of doubt any agreements or documents attached as exhibits, annexes or schedules to the foregoing), collectively, the “30 HY Project Documents”).
(h) To Developer’s actual knowledge, no material default, or event which with the giving of notice or lapse of time or both would be a material default, exists under any 30 HY Project Document. Developer has not received any written notice of material default under any 30 HY Project Document which remains uncured.
(i) Prior to the date hereof, Developer has commenced erection of building steel above the Platform.
(j) Developer represents and warrants that the parcels referred to in the 50 HY Deed Restriction are the only parcels of real property currently owned or controlled by Developer or its Affiliate within the block bounded by ▇▇▇▇ ▇▇▇▇▇▇ in the east, ▇▇▇▇▇▇ Boulevard in the west, ▇▇▇▇ ▇▇▇▇▇▇ in the south and ▇▇▇▇ ▇▇▇▇▇▇ in the north, in the City, County and State of New York (the “50 HY Block”).
Appears in 1 contract
Sources: Development Agreement (Coach Inc)