Development Corp Clause Samples

Development Corp has been duly organized and is validly existing as a corporation in good standing under the laws of the Commonwealth of Pennsylvania, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all corporate power and authority necessary to own or hold its properties and to conduct the business in which it is engaged. All of the issued and outstanding capital stock of Development Corp. has been duly authorized and validly issued and is fully paid and non-assessable, has been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws) and all of the capital stock of Development Corp. owned by the Operating Partnership, as described in the Prospectus, is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim, restriction or equities. No shares of capital stock of Development Corp. are reserved for any purpose, and there are no outstanding securities convertible into or exchangeable for any capital stock of Development Corp., and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of Development Corp.

Development Corp has been duly formed and is validly existing as a corporation in good standing under the laws of the Commonwealth of Pennsylvania, is duly qualified to do business and is in good standing as a foreign corporation in Delaware, Florida, Maryland, New Jersey and North Carolina, and has all corporate power and authority necessary to own or hold its properties and to conduct the business in which it is engaged as described in the Registration Statement and the Prospectus. All of the issued and outstanding capital stock of Development Corp. has been duly authorized and validly issued and is fully paid and non-assessable, has been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws) and all of the capital stock of Development Corp. owned by the Operating Partnership, as described in the Prospectus, is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim, restriction or equities.

Development Corp for itself, its successors and assigns, hereby relinquishes and quit claims to Surface Owner, its successors and assigns, for the period of time as hereinafter spec- ified, all rights of Development Corp. to enter upon the surface of all or any portion of the Property for any purpose in connection with the development or utilization of any minerals or mineral rights or mineral substances or coal acquired by Development Corp. under the Mineral Deed or the UP Mineral Deed or for any purpose in connection with the development or utilization of any of the Water Rights and Ground Water. Nothing herein contained shall limit the right of Surface Owner or any subsequent owner of the Property, to at any time in the future, authorize Development Corp., its successors and assigns, to utilize all or any portion of the Property for the development and utilization of minerals or mineral rights, mineral substances or coal, or Water Rights or Ground Water.

Development Corp has requested that the Borrower provide it with an unsecured line of credit of up to $10,000,000 on terms and conditions that would constitute an arms-length transaction.

Development Corp s under- lying title to minerals and mineral rights, mineral substances and coal and Water Rights and Ground Water in connection with the Property shall in no way be affected by this instrument. In addition, the Development Corp., for itself, its successors and assigns, excepts and reserves and shall retain the right to develop and remove any such minerals or mineral rights, mineral sub- stances or coal, and Water Rights or Ground Water by slant drilling, subterra- nean entry or other means or operations conducted on the surface of any parcel as to which Development Corp. may then have rights of surface use or by any other suitable means or methods, provided, however, that any such slant drill- ing, subterranean entry or other operations conducted on the surface of any such parcel or such other suitable means or methods can be employed without entering upon or using the surface of all or any portion of the Property and without impairing structures, improvements or appurtenances, or the use or support thereof, located or to be located on the Property.

Development Corp had been using the Building as a real estate Discovery Center for the marketing of commercial and residential real estate at the Winter Park Resort. Due to a slowdown in the real estate market Intrawest Development Corp. determined that a better use of the Building would be for certain ski related operations that are more particularly described in that certain Lease Agreement (the "Building Lease") that Intrawest Development Corp. and WPRA intend to execute contemporaneously with this Seventh Amendment.

Development Corp shall have a net worth, determined in accordance with GAAP, of not less than the net worth of Development immediately prior to such transfer;

Development Corp. Along with developing and implementing the overall growth strategy of Trivision Group Inc, ▇▇▇▇ uses his 7 years of experience in the IT field to create relations with companies for contract opportunities. Prior to finding Trivision Group, Inc., ▇▇▇▇ put his expertise in politics. He was an advisor to Governor ▇▇▇▇▇▇ ▇▇▇▇▇▇ on South Asian Affairs, who appointed him on the Board of Battery Park Authority. In 2009, Governor ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ appointed ▇▇▇▇ to be on the Advisory Board of Tourism to serve the people of New York State. ▇▇▇▇ has also coordinated high profile meetings between U.S. Government officials and Indian Government Officials. In Trivision Group, Inc., ▇▇▇▇ is responsible for formulating strategic plans to lead the company to success and making top-level managerial decisions. He evaluates the work of executive leaders within the company to ensure a strong, equipped team. ▇▇▇ ▇▇▇▇▇▇ is the Chief Information Officer for Trivision Group, Inc. He advises Trivision Group on the overall strategy of IT Recruitment. As part of Trivision Group’s Corporate Executive Team, ▇▇▇ oversees our whole recruiting team and management of 150+ Vendors across the United States working as subcontractors to Trivision Group. Ram has several years of experience in the Health, Financial, Insurance, and Government sectors including Banking industries. He has worked as the Associate State CIO for the State of New York for 3 years co- managing a $2 Billion IT budget. He was responsible for New York State's Strategic Planning, Enterprise Initiatives, IT Governance, IT Procurements, Enterprise Architecture, Business Continuity/Disaster Recovery, Data Centers, and Risk Management strategies. Prior to working for the State of New York, ▇▇▇ worked with several financial firms on Wall Street such as ▇▇▇▇▇▇▇ ▇▇▇▇▇, Deutsche Bank, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Prudential, and Bank of New York Mellon in various capacities for over 20 years. He was responsible for business process re-engineering and implementation of various large-scale enterprise financial applications dealing with Equities, Fixed Income instruments, Derivatives, Global Custody, FX, Prime Brokerage and much more. These initiatives have achieved substantial cost savings (over $20m in savings) and improved productivity.

Development Corp a Texas corporation, Mira Vista Development Corp., a Texas corporation, Crescent Development Management Corp., a Delaware corporation, Desert Mountain Development Corporation, a Delaware corporation, and The Woodlands Land Company, Inc., a Texas corporation, are referred to herein collectively as the "RESIDENTIAL DEVELOPMENT CORPORATIONS." (viii) Each of the Subsidiaries and the Residential Development Corporations has been duly organized and is validly existing as a corporation, limited partnership, or limited liability company, as the case may be, in good standing under the laws of its respective state of organization, with full power and authority to own, lease and operate its properties, to conduct the business in which it is engaged or proposes to engage as described in the Prospectus. Each of the Subsidiaries and the Residential Development Corporations is duly qualified as a foreign corporation, limited partnership, or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, assets, business affairs or business prospects of the Company, the Operating Partnership, the Subsidiaries and the Residential Development Corporations considered as one enterprise. Each of the partnership agreements, limited liability company agreements, or other, similar instruments to which the Company or any of its Subsidiaries is a party has been duly authorized, executed and delivered by the parties thereto and constitutes the valid agreement thereof, enforceable in accordance with its terms. All of the issued and outstanding shares of capital stock of each of the corporate Subsidiaries and the Residential Development Corporations have been duly authorized and validly issued and are fully paid and non-assessable. The ownership by the Company, the Operating Partnership or the Subsidiaries of the shares of capital stock or limited partnership or equity interests, as the case may be, of each of the Subsidiaries and the Residential Development Corporations is as described in the Prospectus and all of such shares or limited partnership or equity interests, or other, similar instruments owned by the Company, the Operating Partnership or the Subsidiaries are free ...