Redeveloper Representations and Warranties. The Redeveloper represents and warrants the following: A. The Redeveloper represents that it is a limited liability company duly organized and existing under the laws of the State of Oklahoma. The Redeveloper is authorized to conduct business in the State of Oklahoma, and is not in violation of any provisions of its articles of organization, operating agreement, or any other agreement governing the Redeveloper, or any law of the State of Oklahoma affecting Redeveloper’s ability to perform under this Agreement. B. The Redeveloper’s ability to accomplish the Redevelopment with financing assistance from the Authority has induced the Redeveloper to proceed with the Redevelopment, and the Redeveloper hereby covenants to complete the same and thereafter continuously and fully operate the Redevelopment for a period of no less than five (5) years. C. The Redeveloper represents that it has the full power and authority to execute this Agreement and this Agreement shall constitute a legal, valid and binding obligation of the Redeveloper in accordance with its terms, and the consent of no other party is required for the execution and delivery of this Agreement by such Redeveloper or the consummation of the transactions contemplated hereby, subject to laws relating to bankruptcy, moratorium, insolvency, or other laws affecting creditor’s rights generally and subject to general principles of equity. D. The Redeveloper represents that the execution and delivery of this Agreement, the consummation of the transactions contemplated herein, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented or limited by or in conflict with, and will not result in a breach of, other provisions of its articles of organization, operating agreement or any other agreement governing the Redeveloper or with any evidence of indebtedness, mortgages, agreements, or instruments of whatever nature to which the Redeveloper is a party or by which it may be bound, and will not constitute a default under any of the foregoing. E. To the knowledge of the undersigned representative of the Redeveloper, there is not currently pending any action, suit, proceeding or investigation, nor, is any such action threatened which, if adversely determined, would materially adversely affect the Redeveloper or the Redevelopment, or impair the ability of the Redeveloper to carry on its business substantially as now conducted or result in any substantial liability not adequately covered by insurance. F. The Redeveloper warrants that it has not paid or given and will not pay or give any officer, employee or agent of the City or the Authority any money or other consideration for obtaining this Agreement. The Redeveloper further represents that, to its best knowledge and belief, no officer, employee or agent of the City or the Authority who exercises or has exercised any functions or responsibilities with respect to the Redevelopment during his or her tenure, or who is in a position to participate in a decision making process with regard to the Redevelopment, has or will have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Redevelopment, or in any activity, or benefit therefrom, during or after the term of this Agreement. G. All utility services necessary for the development and construction of the Redevelopment are, or by completion of the Redevelopment will be, available to the Property, including water, storm and sanitary sewer facilities, electric and gas utilities, and telephone services. H. Financial statements of the Redeveloper heretofore delivered to the Authority and the City are true and correct in all material respects, and fully and accurately present the financial condition of the Redeveloper on the respective dates thereof. There has been no material adverse change in the financial condition of the Redeveloper since the date of the latest statement furnished. I. To the Redeveloper’s knowledge, the Property is free of all contamination requiring remediation including, but not limited to, (a) any “hazardous waste,” “underground storage tanks,” “petroleum,” “regulated substance,” or “used oil” as defined by the Resource Conservation and Recovery Act of 1976, as amended, or by any regulations promulgated thereunder; (b) any “hazardous substance” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or by any regulations promulgated thereunder; (c) any substance the presence of which on, in, or under the Property is prohibited by any federal, state, or local law, rule, regulation, or ordinance similar to those set forth above; and (d) any other substance which by federal, state, or local law, rule, regulation, or ordinance requires special handling in its collection, storage, treatment, or disposal. J. Neither this Agreement nor any statement or document referred to herein or delivered by the Redeveloper pursuant to this Agreement contains any statement which Redeveloper knows to be untrue or omits to state a material fact known to Redeveloper that is necessary to make the statements made herein or therein not misleading.
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Redeveloper Representations and Warranties. The Redeveloper represents and warrants the following:
A. The Redeveloper represents that it is a limited liability company duly organized and existing under the laws of the State of Oklahoma. The Redeveloper is authorized to conduct business in the State of Oklahoma, and is not in violation of any provisions of its articles of organization, operating agreement, or any other agreement governing the Redeveloper, or any law of the State of Oklahoma affecting Redeveloper’s ability to perform under this Agreement.
B. The Redeveloper’s ability to accomplish the Redevelopment with financing assistance from the Authority has induced the Redeveloper to proceed with the Redevelopment, and the Redeveloper hereby covenants to complete the same and thereafter continuously and fully operate the Redevelopment for a period of no less than five fifteen (515) years.
C. The Redeveloper represents that it has the full power and authority to execute this Agreement and this Agreement shall constitute a legal, valid and binding obligation of the Redeveloper in accordance with its terms, and the consent of no other party is required for the execution and delivery of this Agreement by such Redeveloper or the consummation of the transactions contemplated hereby, subject to laws relating to bankruptcy, moratorium, insolvency, or other laws affecting creditor’s rights generally and subject to general principles of equity.
D. The Redeveloper represents that the execution and delivery of this Agreement, the consummation of the transactions contemplated herein, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented or limited by or in conflict with, and will not result in a breach of, other provisions of its articles of organization, operating agreement or any other agreement governing the Redeveloper or with any evidence of indebtedness, mortgages, agreements, or instruments of whatever nature to which the Redeveloper is a party or by which it may be bound, and will not constitute a default under any of the foregoing.
E. To the knowledge of the undersigned representative of the Redeveloper, there is not currently pending any action, suit, proceeding or investigation, nor, is any such action threatened which, if adversely determined, would materially adversely affect the Redeveloper or the Redevelopment, or impair the ability of the Redeveloper to carry on its business substantially as now conducted or result in any substantial liability not adequately covered by insurance.
F. The Redeveloper warrants that it has not paid or given and will not pay or give any officer, employee or agent of the City or the Authority any money or other consideration for obtaining this Agreement. The Redeveloper further represents that, to its best knowledge and belief, no officer, employee or agent of the City or the Authority who exercises or has exercised any functions or responsibilities with respect to the Redevelopment during his or her tenure, or who is in a position to participate in a decision making process with regard to the Redevelopment, has or will have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Redevelopment, or in any activity, or benefit therefrom, during or after the term of this Agreement.
G. All utility services necessary for the development and construction of the Redevelopment are, or by completion of the Redevelopment will be, available to the Property, including water, storm and sanitary sewer facilities, electric and gas utilities, and telephone services.
H. Financial statements of the Redeveloper heretofore delivered to the Authority and the City are true and correct in all material respects, and fully and accurately present the financial condition of the Redeveloper on the respective dates thereof. There has been no material adverse change in the financial condition of the Redeveloper since the date of the latest statement furnished.
I. To the Redeveloper’s knowledge, the Property is free of all contamination requiring remediation including, but not limited to, (a) any “hazardous waste,” “underground storage tanks,” “petroleum,” “regulated substance,” or “used oil” as defined by the Resource Conservation and Recovery Act of 1976, as amended, or by any regulations promulgated thereunder; (b) any “hazardous substance” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or by any regulations promulgated thereunder; (c) any substance the presence of which on, in, or under the Property is prohibited by any federal, state, or local law, rule, regulation, or ordinance similar to those set forth above; and (d) any other substance which by federal, state, or local law, rule, regulation, or ordinance requires special handling in its collection, storage, treatment, or disposal.
J. Neither this Agreement nor any statement or document referred to herein or delivered by the Redeveloper pursuant to this Agreement contains any statement which Redeveloper knows to be untrue or omits to state a material fact known to Redeveloper that is necessary to make the statements made herein or therein not misleading.
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Sources: Redevelopment Agreement