Common use of Representations and Covenants of the Developer Clause in Contracts

Representations and Covenants of the Developer. The Developer represents and covenants to the City, which the City has relied on in entering into this Agreement and shall continue to rely on in the execution of and performance of this Agreement: 10.1.1. The Developer is a [insert type of entity] duly organized and validly existing under the applicable laws of the State of [insert state] and in authorized to do business in the State of North Dakota. 10.1.2. The Developer is not in violation of or in conflict with any provisions of the laws of the State or of the United States of America applicable to the Developer which would impair its ability to carry out its obligations contained in this Agreement. 10.1.3. The Developer is legally empowered to execute, deliver and perform this Agreement and to enter into and carry out the transactions and other agreements contemplated by this Agreement. To the knowledge of the Developer, that execution, delivery and performance do not and will not violate or conflict with any provision of law applicable to the Developer, and do not and will not conflict with or result in a default under any agreement or instrument to which the Developer is a party or by which it is bound. 10.1.4. This Agreement to which the Developer is a Party has, by proper action, been duly authorized, executed and delivered by the Developer and all steps necessary to be taken by the Developer have been taken to constitute this Agreement, and the covenants and agreements of the Developer contemplated herein are valid and binding obligations of the Developer, enforceable in accordance with their terms. 10.1.5. There is no litigation pending or to its knowledge threatened against or by the Developer wherein an unfavorable ruling or decision would materially and adversely affect the Developer’s ability to carry out its obligations under this Agreement. 10.1.6. The Developer’s undertakings pursuant to this Agreement are for the purpose of constructing the GF Plant. 10.1.7. Developer further recognizes that, in view of (a) the importance of the development of the GF Plant to the general welfare of the City; and (b) the substantial financing and other public aids that may be made available by the City for the purpose of making such development possible, the qualifications and identity of Developer are of particular concern to the City. Developer further recognizes that it is because of such qualifications and identity that the City is entering into this Agreement with Developer, and, in doing so, is further willing to accept and rely on the obligations of Developer for the faithful performance of all undertakings and covenants hereby to be performed. 10.1.8. The Developer will do all things in its power in order to maintain its existence or assure the assumption of its obligations under this Agreement by any successor entity.

Representations and Covenants of the Developer. The Developer represents and covenants to the City, which the City has relied on in entering into this Agreement and shall continue to rely on in the execution of and performance of this Agreementthat: 10.1.1. The Developer (a) It is a [insert type of entity] limited liability company duly organized and validly existing under the applicable laws of the State of [insert state] and in authorized to do business in the State of North DakotaOhio. 10.1.2. The Developer (b) It is not in violation of or in conflict with any provisions of the laws of the State or of the United States of America applicable to the Developer which would impair its ability to carry out its obligations contained in this Agreement. 10.1.3. The Developer (c) It is legally empowered to execute, deliver and perform this Agreement and to enter into and carry out the transactions and other agreements contemplated by this Agreement. To the knowledge of the Developer, that execution, delivery and performance do not and will not violate or conflict with any provision of law applicable to the Developer, and do not and will not conflict with or result in a default under any agreement or instrument to which the Developer is a party or by which it is bound. 10.1.4. (d) This Agreement to which the Developer it is a Party has, by proper action, been duly authorized, executed and delivered by the Developer and all steps necessary to be taken by the Developer have been taken to constitute this Agreement, and the covenants and agreements of the Developer contemplated herein are valid and binding obligations of the Developer, enforceable in accordance with their terms. 10.1.5. (e) There is no litigation pending or to its knowledge threatened against or by the Developer wherein an unfavorable ruling or decision would materially and adversely affect the Developer’s ability to carry out its obligations under this Agreement. 10.1.6. The Developer’s undertakings pursuant to this Agreement are for the purpose of constructing the GF Plant. 10.1.7. Developer further recognizes that, in view of (af) the importance of the development of the GF Plant to the general welfare of the City; and (b) the substantial financing and other public aids that may be made available by the City for the purpose of making such development possible, the qualifications and identity of Developer are of particular concern to the City. Developer further recognizes that it is because of such qualifications and identity that the City is entering into this Agreement with Developer, and, in doing so, is further willing to accept and rely on the obligations of Developer for the faithful performance of all undertakings and covenants hereby to be performed. 10.1.8. The Developer It will do all things in its power in order to maintain its existence or assure the assumption of its obligations under this Agreement by any successor entity. (g) The Developer hereby agrees to make the Service Payments due with respect to any parcel of the Property owned by it during its period of ownership, all pursuant to and in accordance with the requirements of the TIF Statutes, the TIF Ordinance, the provisions of Ohio law relating to real property tax collections and any subsequent amendments or supplements thereto. Service Payments will be made semiannually to the County Treasurer (or to that Treasurer’s designated agent for collection of the Service Payments) on or before the final dates for payment of real property taxes for the Property, until expiration of the TIF Exemption. Any late payments will bear penalties and interest at the then current rate established under Sections 323.121 and 5703.47 of the Ohio Revised Code or any successor provisions thereto, as the same may be amended from time to time. Service Payments will be made in accordance with the requirements of the TIF Statutes and the TIF Ordinance and, for each parcel of the Property, will be in the same amount as the real property taxes that would have been charged and payable but for the TIF Exemption, including any penalties and interest. The Developer will not, under any circumstances, be required (i) for any tax year to pay both real property taxes and Service Payments with respect to any increase in assessed value of the Property, whether pursuant to Section 5709.42 of the Ohio Revised Code or this Agreement, and (ii) to make Service Payments as to any portion of a structure for any period it is subject to an exemption pursuant to Sections 3735.65 through 3635.70 of the Ohio Revised Code.

Representations and Covenants of the Developer. The Developer represents and covenants to the City, which the City has relied on in entering into this Agreement and shall continue to rely on in the execution of and performance of this Agreementthat: 10.1.1. The Developer (i) It is a [insert type of entity] limited liability company duly organized and validly existing under wider the applicable laws of the State of [insert state] and in authorized to do business in the State of North DakotaOhio. 10.1.2. The Developer (ii) It is not in violation of or in conflict with any provisions of the laws of the State of Ohio or of the United States of America applicable to the Developer which would impair its ability to carry out its obligations contained in this Cooperative Agreement. 10.1.3. The Developer is legally empowered (iii) It has full power and authority to execute, deliver and perform this Cooperative Agreement and the other Transaction Documents to which it is a party and to enter into and carry out perform the transactions and other agreements contemplated by this Agreement. To the knowledge of the Developer, that those documents. (iv) That execution, delivery and performance do not not, and will not not, violate or conflict with any provision of law applicable to the Developer or the Developer’s Operating Agreement, and do not not, and will not not, conflict with or result in a default under any agreement or instrument to which the Developer is a party or by which it is bound. 10.1.4. (v) This Cooperative Agreement to which the Developer is a Party has, by proper action, been duly authorized, executed and delivered by the Developer and all steps necessary to be taken by the Developer have been taken to constitute this Agreement, and the covenants and agreements of the Developer contemplated herein are Cooperative Agreement as a valid and binding obligations obligation of the Developer. (vi) Each year during the term of this Cooperative Agreement the Developer will provide a copy of its audited annual financial statements (or, enforceable if audited financial statements are not available, financial statements certified by the Chief Financial Officer of the Developer) to the Issuer and the City. (vii) The provisions of this Cooperative Agreement and the commitments therefor made by the Issuer and the City have induced the Developer to undertake the transactions contemplated by this Cooperative Agreement and the other Transaction Documents to which it is a party. (viii) The Public Improvements will be completed in accordance with their terms. 10.1.5. There is no litigation pending or the Public Improvement Construction Documents applicable to its knowledge threatened against or by the Developer wherein an unfavorable ruling or decision would materially and adversely affect Public Improvements in accordance with the Developer’s ability to carry out its obligations under terms of this Cooperative Agreement. 10.1.6. The Developer’s undertakings pursuant to this Agreement are for the purpose of constructing the GF Plant. 10.1.7. Developer further recognizes that, in view of (a) the importance of the development of the GF Plant to the general welfare of the City; and (b) the substantial financing and other public aids that may be made available by the City for the purpose of making such development possible, the qualifications and identity of Developer are of particular concern to the City. Developer further recognizes that it is because of such qualifications and identity that the City is entering into this Agreement with Developer, and, in doing so, is further willing to accept and rely on the obligations of Developer for the faithful performance of all undertakings and covenants hereby to be performed. 10.1.8. The Developer will do all things in its power in order to maintain its existence or assure the assumption of its obligations under this Agreement by any successor entity.