Common use of Representations and Warranties of Developer Clause in Contracts

Representations and Warranties of Developer. Developer makes the following representations and warranties: a. Oskaloosa Post Development LLC is an Iowa limited liability company, duly organized and validly existing under the laws of the State of Iowa, and it 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 ▇▇▇▇▇▇▇▇▇ and, assuming due authorization, execution, and delivery by the City, is in full force and effect and is a valid and legally binding instrument of 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 governing documents of Developer or of any contractual restriction, evidence of indebtedness, agreement, or instrument of whatever nature to which 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 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 Developer or which in any manner raises any questions affecting the validity of the Agreement or Developer’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 (other than those notices, if any, of which the City 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 shall cooperate with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction of the Minimum Improvements and operation of the Development Property. g. Developer shall cause the Minimum Improvements to be completed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. h. Developer shall obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and shall 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 and completed. i. The construction of the Minimum Improvements will require a total investment of not less than $6,000,000. 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. k. Developer expects that, barring Unavoidable Delays, the Minimum Improvements will be completed by February 28, 2022. l. Developer will cause a business enterprise to maintain its business operations and add and retain employees at the Development Property as set forth in this Agreement until at least the Termination Date. m. Developer would not undertake its obligations under this Agreement without the payment by the City of the incentives being made to Developer pursuant to this Agreement.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: a. Oskaloosa Post Development LLC (1) Developer is an Iowa a limited liability company, company duly organized and validly existing under the laws of the State of Iowa, and it 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. (2) This Agreement has been duly and validly authorized, executed and delivered by ▇▇▇▇▇▇▇▇▇ and, assuming due authorization, execution, execution and delivery by the City, is in full force and effect and is a valid and legally binding instrument of 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’ creditor’s rights generally. c. (3) 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 governing documents Certificate of Organization or the operating agreement of Developer or of any contractual restriction, evidence of indebtedness, agreement, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, nor do they or constitute a default under any of the foregoing. d. (4) There are no actions, suits, suits or proceedings pending or threatened against or affecting 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 business, financing position or prospective), financial position, or results result of the operations of Developer or which in any manner raises any questions affecting affects the validity of the Agreement or Developer’s ability to perform its obligations under this Agreement. e. (5) 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 (other than those notices, if any, of which the City 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 perform its obligations under any State or federal environmental statute with respect thereto. f. Developer shall cooperate with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction of the Minimum Improvements and operation of the Development Property. g. Developer shall cause the Minimum Improvements to be completed this Agreement in accordance with the material terms of this Agreement, the Urban Renewal Plan, Agreement and all local, State, state and federal laws and regulations. h. Developer shall obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and shall 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 and completed. i. The construction of the Minimum Improvements will require a total investment of not less than $6,000,000. j. (6) Developer has firm commitments for construction or acquisition and permanent financing for the development in the Project Area in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this Agreement. k. Developer expects that, barring Unavoidable Delays, the Minimum Improvements will be completed by February 28, 2022. l. Developer will cause a business enterprise to maintain its business operations and add and retain employees at the Development Property as set forth in requirements of this Agreement until at least the Termination Dateand shall provide evidence thereof to City prior to effective date. m. Developer would not undertake its obligations under this Agreement without the payment by the City of the incentives being made to Developer pursuant to this Agreement.

Representations and Warranties of Developer. Developer makes the following representations and warranties: a. Oskaloosa Post Development LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Revocable Trust Dated December 18, 2020 is an Iowa limited liability company, a revocable trust duly organized and validly existing under the laws of the State of Iowa, and it 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 executed, and delivered by ▇▇▇▇▇▇▇▇▇ and, assuming due authorization, execution, and delivery by the CityCity and Tenant, is in full force and effect and is a valid and legally binding instrument of 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. The Developer’s attorney shall provide an enforceability opinion in substantially the form attached as Exhibit F to be signed concurrently with this Agreement. 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 governing documents of Developer or of any contractual restriction, evidence of indebtedness, agreement, or instrument of whatever nature to which 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 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), ) or financial position, or results of operations position of Developer or which in any manner raises any questions affecting the validity of the Agreement or Developer’s ability to perform its obligations under this Agreement. e. 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. f. 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. Developer has not received any notice from any local, State State, or federal official that the activities of Developer or Tenant 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 City 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 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 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. f. Developer shall cooperate with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction of the Minimum Improvements and operation of the Development Property. g. Developer shall cause the Minimum Improvements to be completed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. h. Developer shall obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and shall 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 and completed. i. The construction of the Minimum Improvements will require a total investment of not less than $6,000,000. j. Developer has firm commitments for construction or and 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. k. i. Developer will cooperate fully 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. j. Developer expects that, barring Unavoidable Delays, the Minimum Improvements will be completed by February 28December 31, 2022. l. Developer will cause a business enterprise to maintain its business operations and add and retain employees at the Development Property as set forth in this Agreement until at least the Termination Date. m. k. Developer would not undertake its obligations under this Agreement without the payment by the City of the incentives Economic Development Grants being made to Developer pursuant to this Agreement. l. 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. m. Developer agrees to permit the Tenant to occupy the Minimum Improvements on the Development Property and operate its business therein until at least the Termination Date.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: a. Oskaloosa Post Development LLC (1) Developer is an Iowa limited liability company, company duly organized and validly existing under the laws of the State of Iowa, Iowa and it 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. (2) This Agreement has been duly and validly authorized, executed and delivered by ▇▇▇▇▇▇▇▇▇ Developer and, assuming due authorization, execution, execution and delivery by the City, is in full force and effect and is a valid and legally binding instrument of 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.. Developer’s counsel shall issue an opinion to the City, at time of closing, confirming the representations contained herein, in the form attached hereto as Exhibit B. c. (3) 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 governing documents articles of incorporation or the bylaws of Developer or of any contractual restriction, evidence of indebtedness, agreement, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, nor do they or constitute a default under any of the foregoing. d. (4) There are no actions, suits, suits or proceedings pending or threatened against or affecting 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)business, financial position, position or results result of operations of Developer or which in any manner raises any questions affecting affects the validity of the Agreement or Developer’s 's ability to perform its obligations under this Agreement. e. (5) 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 (other than those notices, if any, of which the City 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 perform its obligations under any State or federal environmental statute with respect thereto. f. Developer shall cooperate with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction of the Minimum Improvements and operation of the Development Property. g. Developer shall cause the Minimum Improvements to be completed this Agreement in accordance with the material terms of this Agreement, the Urban Renewal Plan, Plan and all local, State, State and federal laws and regulations. h. (6) Developer shall obtain will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and shall meet, in a timely manner, all material requirements of all applicable local, Statestate, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed and completedmet. i. The construction of the Minimum Improvements will require a total investment of not less than $6,000,000. j. (7) 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. k. Developer expects that, barring Unavoidable Delays, the Minimum Improvements will be completed by February 28, 2022. l. Developer will cause a business enterprise to maintain its business operations and add and retain employees at the Development Property as set forth in requirements of this Agreement until at least and shall provide evidence thereof to City prior to the Termination Closing Date. m. Developer would not undertake its obligations under this Agreement without the payment by the City of the incentives being made to Developer pursuant to this Agreement.

Representations and Warranties of Developer. Developer makes the following representations and warrantieswarranties as of the Effective Date: a. Oskaloosa Post Development (a) Indianola Industrial Park LLC is an Iowa a limited liability company, company duly organized and validly existing under the laws of the State of Iowa, is qualified to do business in the State of Iowa, and it 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 and delivered by ▇▇▇▇▇▇▇▇▇ and, assuming due authorization, execution, execution and delivery by the City, is in full force and effect and is a valid and legally binding instrument of 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 (i) the articles of incorporation, bylaws or other corporate governing documents document of Developer Developer, or of (ii) any contractual restriction, evidence of indebtedness, agreement, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, nor do they constitute a default under any the breach of the foregoingwhich would adversely affect Developer’s ability to perform its obligations hereunder. d. There (d) To Developer’s knowledge, there are no actions, suits, suits or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body in which there is a reasonable possibility probability of an adverse decision which could materially adversely affect the business (present or prospective), financial position, position or results of operations of Developer as it relates to the performance of its obligations under this Agreement or which in any manner raises any questions affecting the validity of the this Agreement or Developer’s ability to perform its obligations under this Agreement. e. (e) To Developer’s knowledge, Developer has not received any written notice from any local, State or federal official in the State that the activities of Developer with respect to the Development Indianola Industrial Park Property may or will be in violation of any environmental law or regulation (other than those notices, if any, of which the City has previously been notified in writing). Developer is not currently aware of any State or federal claim filed or planned threatened in writing 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 Indianola Industrial Park 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 shall cooperate with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction of the Minimum Improvements and operation of the Development Property. g. Developer shall cause the Minimum Improvements to be completed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. h. Developer shall obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and shall 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 and completed. i. The construction of the Minimum Improvements will require a total investment of not less than $6,000,000. 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. k. Developer expects that, barring Unavoidable Delays, the Minimum Improvements will be completed by February 28, 2022. l. Developer will cause a business enterprise to maintain its business operations and add and retain employees at the Development Property as set forth in this Agreement until at least the Termination Date. m. Developer would not undertake its obligations under this Agreement without the payment by the City of the incentives being made to Developer pursuant to this Agreement.

Representations and Warranties of Developer. Developer makes the following representations and warranties: a. Oskaloosa Post Development LLC (1) Developer is an Iowa limited liability company, duly organized and validly existing or authorized under the laws of the State of Iowa, Wisconsin and it has have all requisite power and authority to own and operate its their properties, to carry on its their respective business as now conducted and as presently proposed to be conducted, and to enter into and perform its their obligations under the Agreement. b. (2) This Agreement has been duly and validly authorized, executed and delivered by ▇▇▇▇▇▇▇▇▇ andDeveloper, and assuming due authorization, execution, execution and delivery by the City, is in full force and effect and is a valid and legally binding instrument of 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.. Developer’s counsel shall issue legal opinions to the City, at time of closing, confirming the representations contained herein, in the form attached hereto as Exhibit B. c. (3) 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 governing documents articles of incorporation or the bylaws of Developer or of any contractual restriction, evidence of indebtedness, agreement, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, nor do they or constitute a default under any of the foregoing. d. (4) There are no actions, suits, suits or proceedings pending or threatened against or affecting 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)business, financial position, position or results result of operations of Developer or which in any manner raises any questions affecting affects the validity of the Agreement or Developer’s 's ability to perform its obligations under this Agreement. e. (5) 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 (other than those notices, if any, of which the City 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 perform its obligations under any State or federal environmental statute with respect thereto. f. Developer shall cooperate with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction of the Minimum Improvements and operation of the Development Property. g. Developer shall cause the Minimum Improvements to be completed this Agreement in accordance with the material terms of this Agreement, the Urban Renewal Plan, Plan and all local, State, State and federal laws and regulations. h. (6) Developer shall obtain will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and shall meet, in a timely manner, all material requirements of all applicable local, Statestate, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed and completedmet. i. The construction of the Minimum Improvements will require a total investment of not less than $6,000,000. j. (7) 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. k. Developer expects that, barring Unavoidable Delays, the Minimum Improvements will be completed by February 28, 2022. l. Developer will cause a business enterprise to maintain its business operations and add and retain employees at the Development Property as set forth in requirements of this Agreement until at least and shall provide evidence thereof to City prior to the Termination Closing Date. m. Developer would not undertake its obligations under this Agreement without the payment by the City of the incentives being made to Developer pursuant to this Agreement.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: a. Oskaloosa Post Development LLC is an Iowa limited liability company, duly organized ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and validly existing under the laws of ▇▇▇▇▇ ▇▇▇▇▇▇▇ are individuals doing business together in the State of Iowa, and it has have all requisite power and authority to own and operate its their properties, to carry on its their business as now conducted and as presently proposed to be conducted, and to enter into and perform its their 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, and delivery by the City, 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 governing documents of 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, position or results of or 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 on the Development Property in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. 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 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 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. f. Developer shall cooperate with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction of the Minimum Improvements and operation of the Development Property. g. Developer shall cause the Minimum Improvements to be completed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. h. Developer shall obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and shall 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 and completed. i. The construction of the Minimum Improvements will require a total investment of not less than $6,000,000. 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 AgreementAgreement and the performance and maintenance bonds required under Section 6.6 hereof. k. i. The Developer will cooperate fully 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. j. The Developer expects that, barring Unavoidable Delays, construction of the Minimum Improvements will shall be completed by February 28complete on or before September 1, 20222023. l. k. The Developer will cause a business enterprise to maintain its business operations and add and retain employees at is investing approximately $2,800,000 in the Development Property as set forth in this Agreement until at least the Termination DateProject. m. Developer would not undertake its obligations under this Agreement without the payment by the City of the incentives being made to Developer pursuant to this Agreement.

Representations and Warranties of Developer. The Developer makes the following representations and warranties: a. Oskaloosa Post Development LLC is an Iowa limited liability company, duly organized ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and validly existing under the laws of ▇▇▇▇▇ ▇▇▇▇▇▇▇ are individuals doing business together in the State of Iowa, and it has have all requisite power and authority to own and operate its their properties, to carry on its their business as now conducted and as presently proposed to be conducted, and to enter into and perform its their 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, and delivery by the City, 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 governing documents of 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, position or results of or 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 on the Development Property in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. 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 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 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. f. Developer shall cooperate with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction of the Minimum Improvements and operation of the Development Property. g. Developer shall cause the Minimum Improvements to be completed in accordance with the terms of this Agreement, the Urban Renewal Plan, and all local, State, and federal laws and regulations. h. Developer shall obtain or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and shall 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 and completed. i. The construction of the Minimum Improvements will require a total investment of not less than $6,000,000. 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. k. i. The Developer will cooperate fully 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. j. The Developer expects that, barring Unavoidable Delays, construction of the Minimum Improvements will shall be completed by February 28complete on or before September 1, 20222023. l. k. The Developer will cause a business enterprise to maintain its business operations and add and retain employees at is investing approximately $2,800,000 in the Development Property as set forth in this Agreement until at least the Termination DateProject. m. Developer would not undertake its obligations under this Agreement without the payment by the City of the incentives being made to Developer pursuant to this Agreement.

Representations and Warranties of Developer. Developer makes the following representations and warranties: a. Oskaloosa Post Development LLC (1) Developer is an Iowa limited liability company, duly organized and validly existing or authorized under the laws of the State of Iowa, Delaware and it has all requisite power and authority to own and operate its properties, to carry on its respective business as now conducted and as presently proposed to be conducted, and to enter into and perform its obligations under the Agreement. b. (2) This Agreement has been duly and validly authorized, executed and delivered by ▇▇▇▇▇▇▇▇▇ andDeveloper, and assuming due authorization, execution, execution and delivery by the City, is in full force and effect and is a valid and legally binding instrument of 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.. Developer’s counsel shall issue legal opinions to the City, at time of closing, confirming the representations contained herein, in the form attached hereto as Exhibit D. c. (3) 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 governing documents articles of incorporation or the bylaws of Developer or of any contractual restriction, evidence of indebtedness, agreement, agreement or instrument of whatever nature to which Developer is now a party or by which it or its property is bound, nor do they or constitute a default under any of the foregoing. d. (4) There are no actions, suits, suits or proceedings pending or threatened against or affecting 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)business, financial position, position or results result of operations of Developer or which in any manner raises any questions affecting affects the validity of the Agreement or Developer’s 's ability to perform its obligations under this Agreement. e. (5) 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 (other than those notices, if any, of which the City 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 perform its obligations under any State or federal environmental statute with respect thereto. f. Developer shall cooperate with the City in resolution of any traffic, parking, trash removal, or public safety problems which may arise in connection with the construction of the Minimum Improvements and operation of the Development Property. g. Developer shall cause the Minimum Improvements to be completed this Agreement in accordance with the material terms of this Agreement, the Urban Renewal Plan, Plan and all local, State, State and federal laws and regulations. h. (6) Developer shall obtain will use good faith efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses, and approvals, and shall meet, in a timely manner, all material requirements of all applicable local, Statestate, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed and completedmet. i. The construction of the Minimum Improvements will require a total investment of not less than $6,000,000. j. (7) Developer has firm commitments for construction or acquisition and permanent financing for the Development Project and all of its obligations under this Agreement in an amount sufficient, together with equity commitments, to successfully complete the Minimum Improvements in accordance with the Construction Plans contemplated in this Agreement. k. Developer expects that, barring Unavoidable Delays, the Minimum Improvements will be completed by February 28, 2022. l. Developer will cause a business enterprise to maintain its business operations and add and retain employees at the Development Property as set forth in requirements of this Agreement until at least and shall provide evidence thereof to City prior to the Termination Closing Date. m. Developer would not undertake its obligations under this Agreement without the payment by the City of the incentives being made to Developer pursuant to this Agreement.