Common use of Representations and Warranties of Developer Clause in Contracts

Representations and Warranties of Developer. The Developer makes the following representations and warranties: (a) The Developer is an Iowa limited liability company duly organized and validly existing under the laws of the State of Iowa, is authorized to conduct business in the State of Iowa and has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under the Agreement. (b) This Agreement has been duly and validly authorized, executed and delivered by the Developer and, assuming due authorization, execution and delivery by the County, is in full force and effect and is a valid and legally binding instrument of the Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors’ rights generally. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles of organization or operating agreement of the Developer or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. (d) There are no actions, suits or proceedings pending or threatened against or affecting the Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position or results of operations of the Developer or which in any manner raises any questions affecting the validity of the Agreement or the Developer’s ability to perform its obligations under this Agreement. (e) The Developer will cause the Minimum Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan and all local, State and federal laws and regulations, except for variances necessary to construct the Minimum Improvements contemplated in the Construction Plans. (f) The Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. (g) The acquisition of the Development Property and the construction of the Minimum Improvements will require a total investment of not less than $38,000,000. (h) The Developer has not received any notice from any local, State or federal official that the activities of the Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the County has previously been notified in writing). The Developer is not currently aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State or federal environmental law, regulation or review procedure applicable to the Development Property, and the Developer is not currently aware of any violation of any local, State or federal environmental law, regulation or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. (i) The Developer has firm commitments for construction or acquisition and permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this Agreement. (j) The Developer will cooperate fully with the County in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Minimum Improvements. (k) The Developer expects that, barring Unavoidable Delays, the Minimum Improvement will be substantially completed by March 31, 2007. (l) The Developer would not undertake its obligations under this Agreement without the construction by the County of the Public Improvements described in this Agreement.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: (a) The Developer ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, is an Iowa limited liability company Individual, duly organized and validly existing under the laws of the State of Iowa, is authorized to conduct do business in the State of Iowa Iowa, and it has all requisite power and authority to own develop, own, and operate its propertiesthe Project, to carry on its business as businesses now conducted and as presently proposed to be conducted, and to enter into and to perform its obligations under the this Agreement. (b) This Agreement has been duly and validly authorized, executed executed, and delivered by the Developer ▇▇▇▇▇▇▇▇▇ and, assuming due authorization, execution execution, and delivery by the CountyCity, is in full force and effect and is a valid and validly legally binding instrument of the Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization reorganization, or other laws relating to or affecting effecting creditors’ rights generally. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or nor do they result in a violation or breach of, of the terms, terms conditions or provisions of the articles governing documents of organization or operating agreement of the Developer or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. (d) There are no actions, suits lawsuits, or proceedings pending or threatened against or affecting the Developer in any court or before any arbitrator or before or by any governmental body in for which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position position, or results of operations of the Developer Developer, or which in any manner raises any questions affecting the validity of the this Agreement or the Developer’s ability to perform its obligations under this Agreement. (e) The Developer will cause the Minimum Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan and all local, State and federal laws and regulations, except for variances necessary to construct the Minimum Improvements contemplated in the Construction Plans. (f) The Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. (g) The acquisition of the Development Property and the construction of the Minimum Improvements will require a total investment of not less than $38,000,000. (h) The Developer has not received any notice from any local, State state, or federal official that the activities of the Developer with respect to that the Development portion of Developer’s Property may to be dedicated to the City as public right-of-way pursuant to this Agreement or will be in violation of any environmental law or regulation (other than those notices, if any, of which the County City has been previously been notified in writing). The Developer is not currently aware of any State state or federal claim filed or planned to be filed by any party relating to any violation of any local, State state or federal environmental law, regulation or review procedure applicable to the Development PropertyProject, and the Developer is not currently aware of any violation of any local, State state, or federal environmental law, regulation or review procedure which would give any person a valid claim under any State state or federal environmental statute with respect thereto. (if) The Developer has firm commitments for construction or acquisition will have good and permanent financing marketable title to the proposed Right-of Way for the South Seventh Avenue Extension Project in an amount sufficient, together with equity commitments, for conveyance by Warranty Deed to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this AgreementCity of Marshalltown. (j) The Developer will cooperate fully with the County in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Minimum Improvements. (k) The Developer expects that, barring Unavoidable Delays, the Minimum Improvement will be substantially completed by March 31, 2007. (l) The Developer would not undertake its obligations under this Agreement without the construction by the County of the Public Improvements described in this Agreement.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: (a) The Developer a. TSL Company Holdings, Ltd. is an Iowa a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware, is registered to do business in Iowa, is authorized to conduct business in the State of Iowa and has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under the Agreement. (b) b. This Agreement has been duly and validly authorized, executed executed, and delivered by the Developer ▇▇▇▇▇▇▇▇▇ and, assuming due authorization, execution execution, and delivery by the CountyCity, is in full force and effect and is a valid and legally binding instrument of the Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization reorganization, or other laws relating to or affecting creditors’ rights generally. (c) c. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions conditions, or provisions of the articles governing documents of organization or operating agreement of the Developer or of any contractual restriction, evidence of indebtedness, agreement agreement, or instrument of whatever nature to which the Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. (d) d. There are no actions, suits suits, or proceedings pending or threatened against or affecting the Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position position, or results of operations of the Developer or which in any manner raises any questions affecting the validity of the Agreement or the Developer’s ability to perform its obligations under this Agreement. (e) The e. Developer will cause the Minimum Additional Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan Plan, and all local, State State, and federal laws and regulations, except for variances necessary to construct the Minimum Improvements contemplated in the Construction Plans. (f) The f. Developer will use its best efforts to obtain, obtain or cause to be obtained, in a timely manner, all required permits, licenses licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Qualifying Improvements may be lawfully constructed. (g) The acquisition of the Development Property and the construction of the Minimum Improvements will require a total investment of not less than $38,000,000. (h) The g. Developer has not received any notice from any local, State State, or federal official that the activities of the Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the County City has previously been notified in writing). The Developer is not currently aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State State, or federal environmental law, regulation regulation, or review procedure applicable to the Development Property, and the Developer is not currently aware of any violation of any local, State State, or federal environmental law, regulation regulation, or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. (i) The Developer has firm commitments for construction or acquisition and permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this Agreement. (j) The h. Developer will cooperate fully with the County City in resolution of any traffic, parking, trash removal removal, or public safety problems which may arise in connection with the construction and operation of the Minimum Qualifying Improvements. (k) The i. Developer expects that, barring Unavoidable Delays, will not seek to change the Minimum Improvement will be substantially completed by March 31, 2007. (l) The Developer would not undertake its obligations under this Agreement without current land assessment category or the construction by the County zoning classification of the Public Development Property or the Qualifying Improvements described in this Agreementprior to the Termination Date.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: (a) The Developer is an Iowa limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of IowaDelaware, is authorized qualified to conduct do business in the State of Iowa and has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under the Agreement. (b) This Agreement has been duly and validly authorized, executed and delivered by the Developer and, assuming due authorization, execution and delivery by the CountyCity, is in full force and effect and is a valid and legally binding instrument of the Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors’ rights generally. (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles certificate of organization or operating agreement of the Developer or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. (d) There are no actions, suits or proceedings pending or threatened against or affecting the Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position or results of operations of the Developer or which in any manner raises any questions affecting the validity of the Agreement or the Developer’s ability to perform its obligations under this Agreement. (e) The Developer will cause the Minimum Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan and all local, State and federal laws and regulations, except for variances necessary to construct the Minimum Improvements contemplated in the Construction Plans. (f) The Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. (g) The acquisition of the Development Property and the construction of the Minimum Improvements will require a total investment of not less than $38,000,000. (h) The Developer has not received any notice from any local, State or federal official that the activities of the Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the County has previously been notified in writing). The Developer is not currently aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State or federal environmental law, regulation or review procedure applicable to the Development Property, and the Developer is not currently aware of any violation of any local, State or federal environmental law, regulation or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. (i) The Developer has firm commitments for construction or acquisition and permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this Agreement. (j) The Developer will cooperate fully with the County in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Minimum Improvements. (k) The Developer expects that, barring Unavoidable Delays, the Minimum Improvement will be substantially completed by March 31, 2007. (l) The Developer would not undertake its obligations under this Agreement without the construction by the County of the Public Improvements described in this Agreement.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: (a) The Developer ▇. ▇▇▇▇▇▇▇▇ Foods of Iowa, LLC is an Iowa limited liability company company, duly organized and validly existing under the laws of the State of IowaState, is authorized to conduct business in the State of Iowa and has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under the this Agreement. (b) b. This Agreement has been duly and validly authorized, executed and delivered by the Developer and, assuming due authorization, execution execution, and delivery by the County, is in full force and effect and is a valid and legally binding instrument of the Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization reorganization, or other laws relating to or affecting creditors’ ' rights generally.. DRAFT (c) 8-1 2016 c. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions conditions, or provisions of the articles governing documents of organization or operating agreement of the Developer or of any contractual restriction, evidence of indebtedness, agreement agreement, or instrument of whatever nature to which the Developer is now a party or by which it or its property is bound, nor do they constitute a material default under any of the foregoing. (d) d. There are no actions, suits suits, or proceedings pending or threatened against or affecting the Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position position, or results of operations of the Developer or which in any manner raises any questions affecting the validity of the Agreement or the Developer’s 's ability to perform its obligations under this Agreement. e. Developer has not received any notice from any local, State, or federal official that the activities of Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (e) The other than those notices, if any, of which the County has previously been notified in writing). Developer is not currently aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State, or federal environmental law, regulation, or review procedure applicable to the Development Property, and Developer is not currently aware of any violation of any local, State, or federal environmental law, regulation, or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. f. Developer will cooperate reasonably with the County in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction and operation of the Minimum Improvements. g. Developer will cause the Minimum Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan Plan, and all local, State State, and federal laws and regulations, except for variances necessary to construct the Minimum Improvements contemplated in the Construction Plans. (f) The h. Developer will use its best efforts to obtain, obtain or cause to be obtained, in a timely manner, all required permits, licenses licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. (g) i. The acquisition of the Development Property and the construction of the Minimum Improvements will require a total investment Capital Investment of not no less than $38,000,000200,000,000. For purposes of this paragraph, “Capital Investment” means money expended for purposes of land acquisition, site preparation, building construction, manufacturing machinery and equipment, other machinery and equipment, computer hardware and software, furniture, and fixtures. (h) The Developer has not received any notice from any local, State or federal official that the activities of the Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the County has previously been notified in writing). The Developer is not currently aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State or federal environmental law, regulation or review procedure applicable to the Development Property, and the Developer is not currently aware of any violation of any local, State or federal environmental law, regulation or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. (i) The j. Developer has firm commitments for construction or acquisition and permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this Agreement.. DRAFT (j) The Developer will cooperate fully with the County in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Minimum Improvements. (k) The k. Developer expects that, barring Unavoidable Delays, the Minimum Improvement Improvements will be substantially completed by March 31, 20072019. (l) The l. Developer will own the Minimum Improvements and operate its business on the Development Property until at least the Termination Date. 8-1-2016 m. With respect to the Development Property and the Minimum Improvements, Developer will not seek to render such real estate exempt from ad valorem property taxation, change the land assessment classification from industrial, or the zoning classification from Industrial, prior to the Termination Date of this Agreement. n. Developer would not undertake its obligations under this Agreement without the construction by the County of the Public Improvements described in Incremental Property Tax Payments being made to Developer pursuant to this Agreement.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: (a) The Developer ▇. ▇▇▇▇▇▇▇▇ Center, LLC is an Iowa limited liability company duly organized and validly existing under the laws of the State of Iowa, is authorized to conduct business in the State of Iowa and has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under the this Agreement. (b) b. This Agreement has been duly and validly authorized, executed and delivered by the Developer and, assuming due authorization, execution and delivery by the CountyCity, is in full force and effect and is a valid and legally binding instrument of the Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors’ ' rights generally.. Developer’s attorney has provided an enforceability opinion as of the date of this Agreement in the form attached hereto as Exhibit H. (c) c. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles governing documents of organization or operating agreement of the Developer or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. (d) d. There are no actions, suits or proceedings pending or threatened against or affecting the Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position or results of operations of the Developer or which in any manner raises any questions affecting the validity of the Agreement or the Developer’s 's ability to perform its obligations under this Agreement. (e) The e. Developer will cause the Minimum Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan Plan, and all local, State State, and federal laws and regulations, except for variances necessary to construct the Minimum Improvements contemplated in the Construction Plans. (f) The f. Developer will use its best efforts to obtain, obtain or cause to be obtained, in a timely manner, all required permits, licenses licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. (g) g. The acquisition of the Development Property and the construction of the Minimum Improvements will require a total investment of not less than approximately $38,000,0005,000,000, which includes $3,500,000 for Hard Construction Costs and $1,500,000 for Soft Construction Costs. (h) The h. Developer has not received any notice from any local, State or federal official that the activities of the Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the County City has previously been notified in writing). The Developer is not currently aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State or federal environmental law, regulation or review procedure applicable to the Development Property, and the Developer is not currently aware of any violation of any local, State or federal environmental law, regulation or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. (i) The i. Developer has firm commitments for construction or acquisition and permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this Agreement. (j) The j. Developer will cooperate fully with the County City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Minimum Improvements. (k) The k. Developer expects that, barring Unavoidable Delays, the Minimum Improvement Improvements will be substantially completed by March 31August 30, 20072017. (l) The l. Developer would not undertake its obligations under this Agreement without the construction incentives provided to the Developer by the County City pursuant to this Agreement. m. Developer will not seek to change the current land assessment category, or the zoning classification, of the Public Development Property or the Minimum Improvements described between the date of execution of this Agreement and the Termination Date. n. Developer and its permitted assigns will not request, nor will it be granted, any additional Local Hotel Tax (other than what is provided in this Agreement) between the date of execution of this Agreement and the Termination Date. o. A list of the members (as of the date of this Agreement) of Grinnell Center, LLC, including the ownership interest of each such member, the capital investment made by each member to acquire such ownership interest, and an organizational chart of the officers and/or management of Grinnell Center, LLC, is attached hereto as Exhibit I.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: (a) The Developer ▇. ▇▇▇▇▇▇▇▇ Foods of Iowa, LLC is an Iowa limited liability company company, duly organized and validly existing under the laws of the State of IowaState, is authorized to conduct business in the State of Iowa and has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under the this Agreement. (b) b. This Agreement has been duly and validly authorized, executed and delivered by the Developer ▇▇▇▇▇▇▇▇▇ and, assuming due authorization, execution and delivery by the CountyCity, is in full force and effect and is a valid and legally binding instrument of the Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors’ ' rights generally.. ▇▇▇▇▇▇▇▇▇’s attorney has provided an enforceability opinion as of the date of this Agreement in the form attached hereto as Exhibit I. (c) c. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions or provisions of the articles governing documents of organization or operating agreement of the Developer or of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it or its property is bound, nor do they constitute a material default under any of the foregoing. (d) d. There are no actions, suits or proceedings pending or threatened against or affecting the Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position or results of operations of the Developer or which in any manner raises any questions affecting the validity of the Agreement or the Developer’s 's ability to perform its obligations under this Agreement. (e) The Developer will cause the Minimum Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan and all local, State and federal laws and regulations, except for variances necessary to construct the Minimum Improvements contemplated in the Construction Plans. (f) The Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. (g) The acquisition of the Development Property and the construction of the Minimum Improvements will require a total investment of not less than $38,000,000. (h) The e. Developer has not received any notice from any local, State or federal official that the activities of the Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the County City has previously been notified in writing). The Developer is not currently aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State or federal environmental law, regulation or review procedure applicable to the Development Property, and the Developer is not currently aware of any violation of any local, State or federal environmental law, regulation or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. f. Developer will cooperate reasonably with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Minimum Improvements. g. Developer will cause the Minimum Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. h. Developer will use its best efforts to obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. i. The construction of the Minimum Improvements will require a Capital Investment (ias defined in Exhibit B-1 of the EDA Contract) The as set forth in Exhibit B-1 of the EDA Contract. j. Developer has firm commitments for construction or acquisition and permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this Agreement. (j) The Developer will cooperate fully with the County in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Minimum Improvements. (k) The k. Developer expects that, barring Unavoidable Delays, the Minimum Improvement Improvements will be substantially completed by March 31November 30, 20072018. (l) The l. Developer will own the Minimum Improvements and operate its business on the Development Property until at least the Termination Date. m. Developer will not seek to change the current land assessment category, or the zoning classification, of the Development Property or the Minimum Improvements prior to the Termination Date of this Agreement. n. Developer would not undertake its obligations under this Agreement without the construction payment by the County City of the Public Improvements described in Economic Development Grants being made to Developer pursuant to this Agreement.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: (a) The Developer a. Western Ridge Apartments, LLC is an Iowa limited liability company duly organized and validly existing under the laws of the State of Iowa, is authorized registered to conduct do business in the State of Iowa Iowa, and has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under the Agreement. (b) b. This Agreement has been duly and validly authorized, executed executed, and delivered by the Developer ▇▇▇▇▇▇▇▇▇ and, assuming due authorization, execution execution, and delivery by the CountyCity, is in full force and effect and is a valid and legally binding instrument of the Developer enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization reorganization, or other laws relating to or affecting creditors’ rights generally. (c) c. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented by, limited by, in conflict with, or result in a violation or breach of, the terms, conditions conditions, or provisions of the articles governing documents of organization or operating agreement of the Developer or of any contractual restriction, evidence of indebtedness, agreement agreement, or instrument of whatever nature to which the Developer is now a party or by which it or its property is bound, nor do they constitute a default under any of the foregoing. (d) d. There are no actions, suits suits, or proceedings pending or threatened against or affecting the Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business (present or prospective), financial position position, or results of operations of the Developer or which in any manner raises any questions affecting the validity of the Agreement or the Developer’s ability to perform its obligations under this Agreement. (e) The e. Developer will cause the Minimum Improvements to be constructed in accordance with the terms of this Agreement, the Urban Renewal Plan Plan, and all local, State State, and federal laws and regulations, except for variances necessary to construct the Minimum Improvements contemplated in the Construction Plans. (f) The f. Developer will use its best efforts to obtain, obtain or cause to be obtained, in a timely manner, all required permits, licenses licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. (g) g. The acquisition of the Development Property and the construction of the Minimum Improvements will require a total investment of not less than approximately $38,000,00012,000,000. (h) The h. Developer has not received any notice from any local, State State, or federal official that the activities of the Developer with respect to the Development Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the County City has previously been notified in writing). The Developer is not currently aware of any State or federal claim filed or planned to be filed by any party relating to any violation of any local, State State, or federal environmental law, regulation regulation, or review procedure applicable to the Development Property, and the Developer is not currently aware of any violation of any local, State State, or federal environmental law, regulation regulation, or review procedure which would give any person a valid claim under any State or federal environmental statute with respect thereto. (i) The i. Developer has firm commitments for construction or acquisition and permanent financing for the Project in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this Agreement. (j) The j. Developer will cooperate fully with the County City in resolution of any traffic, parking, trash removal removal, or public safety problems which may arise in connection with the construction and operation of the Minimum Improvements. (k) The k. Developer expects that, barring Unavoidable Delays, the Minimum Improvement Improvements will be substantially completed by March December 31, 20072025. (l) The l. Developer would not undertake its obligations under this Agreement without the construction payment by the County City of the Public Improvements described in Blight Remediation Grants being made to Developer pursuant to this Agreement.