Common use of Representations and Warranties of Developer Clause in Contracts

Representations and Warranties of Developer. As a material inducement to the City to enter into this Agreement, Developer represents and warrants to City that each of the following statements is true and accurate as of the date of this Agreement and the Closing Date, except as otherwise indicated herein or in the exhibits referenced herein: (a) Developer is duly organized, validly existing and in good standing under the Governmental Requirements of its jurisdiction. Developer has all requisite organizational power and authority to own and operate its properties, carry on its business and enter into and perform its obligations under this Agreement and all other agreements and undertakings to be entered into by Developer in connection herewith. (b) Each financial statement, document, report, certificate, written statement and description delivered by Developer hereunder will be when delivered complete and correct in all material respects. (c) Developer’s responses to the RFQ/P, at the time delivered to the City, do not contain a materially untrue statement or omit to state any material fact which would cause such statement to be materially misleading. (d) Developer is not a party to any agreement, document or instrument that has a Material Adverse Effect on the ability of Developer to carry out its obligations under this Agreement. (e) Developer currently is in compliance with all Governmental Requirements, its organizational documents and all agreements to which it is a party. Neither execution of this Agreement nor discharge by Developer of any of its obligations hereunder shall cause Developer to be in violation of any Governmental Requirement, its organizational documents or any agreement to which it is a party. (f) This Agreement constitutes, and each of the Guaranty and Keep Well Agreement and the Transfer Restriction Agreement when duly executed and delivered by Parent Company will constitute, legal, valid and binding obligations of Developer and Parent Company, respectively, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and subject to general equitable principles which may limit the right to obtain equitable remedies. (g) The Developer owns, or has enforceable rights to obtain good title to all parcels constituting the Project Site other than (i) City streets for which vacation is required and (ii) to the extent applicable, the City Parcels, which the Developer has agreements to purchase subject to City approval. Developer has no knowledge of any facts or any past, present or threatened occurrence that could preclude or impair Developer’s ability to obtain good title to any parcel constituting part of the Project Site which it does not own as of the date of this Agreement.

Representations and Warranties of Developer. As a material inducement to the City to enter into this Agreement, Developer hereby represents and warrants to City that each of the following statements is true and accurate as of the date of this Agreement and the Closing Dateof, except as otherwise indicated herein or in expressly provided herein, the exhibits referenced hereindate hereof: (a1) Developer is a limited liability company, duly organized, validly existing and in good standing under the Governmental Requirements laws of its jurisdictionthe State of Delaware and duly qualified to conduct business activities in the State of Florida. Developer has all the requisite organizational right, power and authority to own sell, convey and operate its propertiestransfer the Property to City, carry on its business as provided herein, and to enter into and perform its obligations under carry out the terms of this Agreement and the execution and delivery hereof and of all other agreements and undertakings instruments referred to be entered into herein. The performance by Developer in connection herewith. (b) Each financial statement, document, report, certificate, written statement and description delivered by Developer of Developer’s obligations hereunder will be when delivered complete not violate or constitute an event of default under the terms and correct in all material respects. (c) Developer’s responses to the RFQ/P, at the time delivered to the City, do not contain a materially untrue statement or omit to state provisions of any material fact which would cause such statement to be materially misleading. (d) Developer is not a party to any agreement, document or instrument that has to which Developer is a Material Adverse Effect party or by which Developer is bound. All proceedings required to be taken by or on the ability behalf of Developer to authorize it to make, deliver and carry out the terms of this Agreement have been duly and properly taken. No further consent of any person or entity is required in connection with the execution and delivery of, or performance by Developer of its obligations under this Agreement, including, without limitation, the consent or approval of any bankruptcy or other court having jurisdiction over Developer or the Property. (2) This Agreement is a valid and binding obligation of Developer, enforceable against Developer in accordance with its terms. (3) Subject to the provisions of Section 7.A.(2), as of the Closing Date, the Base Building Improvements and, unless City or Developer shall make the Space Improvements Assumption Election, the Space Improvements shall have been constructed in substantial conformity with the Approved Base Building Plans and/or the Approved Space Plans (as applicable). (4) As of the Closing Date, there shall be no leases, contracts, agreements, operating leases, rental agreements, licenses or similar instruments creating a possessory interest in the Property. (5) As of the date of this Agreement, there are no actions, suits, arbitrations, claims or proceedings, at law or in equity, pending or, to Developer’s knowledge, threatened against Developer which, if adversely determined, could have a material adverse effect upon Developer, the Property or City’s rights under this Agreement. (e6) Developer currently is in compliance with all Governmental Requirements, its organizational documents and all agreements to which it is a party. Neither execution of this Agreement nor discharge by Developer of any of its obligations hereunder shall cause Developer to be in violation of any Governmental Requirement, its organizational documents or any agreement to which it is a party. (f) This Agreement constitutes, and each of the Guaranty and Keep Well Agreement and the Transfer Restriction Agreement when duly executed and delivered by Parent Company will constitute, legal, valid and binding obligations of Developer and Parent Company, respectively, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and subject to general equitable principles which may limit the right to obtain equitable remedies. (g) The Developer owns, or has enforceable rights to obtain good title to all parcels constituting the Project Site other than (i) City streets for which vacation is required and (ii) to the extent applicable, the City Parcels, which the Developer has agreements to purchase subject to City approval. Developer has no knowledge of any facts or any past, present or threatened occurrence that could preclude or impair Developer’s ability to obtain good title to any parcel constituting part of the Project Site which it does not own as As of the date of this Agreement, no written notices of violation of governmental regulations relating to the Property or Developer have been received by Developer which violation remains uncured as of the date hereof. (7) Developer is not a person or entity with whom United States persons or entities are restricted from doing business under the OFAC Regulations. (8) Developer is not and is not acting on behalf of an "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, a "plan" within the meaning of Section 4975 of the Code or an entity deemed to hold "plan assets" within the meaning of 29 C.F.R. § 2510.3 101 of any such employee benefit plan or plans. (9) As of the date of this Agreement, Developer has not received any written notice of any material violation of environmental, planning, zoning, land use or building regulation from any governmental authority with respect to the Property which violation remains uncured as of the date hereof. (10) Developer has not sold, leased, transferred, used or encumbered the Development Rights attributable to the Property, and has neither entered into, nor is bound by any agreements that would affect Developer’s ability to transfer the Development Rights pursuant to this Agreement. (11) Developer has not entered into any other contract for the sale of the Property or granted to any third party any option, right of first offer, right of first refusal or other preferential right to purchase the Property. (12) Developer has not entered into any service contracts or maintenance agreements that will be binding upon City following the Closing, except for the Contracts. (13) Developer is not a debtor in any state or federal insolvency, bankruptcy, receivership proceeding and has not made any general assignment for the benefit of creditors. (14) Developer has not received written notice from any Governmental Authority of any material violation at the Property of laws relating to Hazardous Materials which violation remains uncured in any material respect. (15) As of the Effective Date, Developer shall own the fee simple title to the Land.

Representations and Warranties of Developer. As a material inducement to the City to enter into this Agreement, The Developer represents and warrants to the City that each of that: (1) the following statements is true and accurate as of the date of this Agreement and the Closing Date, except as otherwise indicated herein or in the exhibits referenced herein: (a) Developer is duly organized, validly existing and in good standing under the Governmental Requirements of its jurisdiction. Developer has all requisite organizational power and the authority to own and operate its properties, carry on its business and enter into and perform its obligations under this Agreement; (2) the Developer has the financial resources, or the ability to obtain sufficient financial resources, to meet its obligations under this Agreement; (3) the person executing this Agreement on behalf of the Developer has been duly authorized to do so; (4) this Agreement is binding upon the Developer in accordance with its terms; and (5) the execution of this Agreement and all the performance by the Developer of its obligations under this Agreement do not constitute a breach or event of default by the Developer under any other agreements agreement, instrument, or order to which the Developer is a party or by which the Developer is bound. (a) The Developer represents that it is the sole owner of the Property within the PID, on the Effective Date of this Agreement and undertakings will be the sole owner of the portion of the Property being imposed with Assessments at the time such Assessments are levied, unless ▇▇▇▇▇▇▇▇▇ has advised the City and obtained the consent of the new owner to be entered into by Developer in connection herewithsuch Assessments. (b) Each financial statementIf in connection with the issuance of PID Bonds the City is required to deliver a certificate as to tax exemption (a “Tax Certificate”) to satisfy requirements of the Internal Revenue Code, documentthe Developer agrees to provide, reportor cause to be provided, certificate, written statement such facts and description delivered by estimates as the City reasonably considers necessary to enable it to execute and deliver its Tax Certificate. The Developer hereunder represents that such facts and estimates will be when delivered complete and correct in all material respects. (c) Developer’s responses to the RFQ/P, at the time delivered to the City, do not contain a materially untrue statement or omit to state any material fact which would cause such statement to be materially misleading. (d) Developer is not a party to any agreement, document or instrument that has a Material Adverse Effect based on the ability of Developer to carry out its obligations under this Agreement. (e) Developer currently is in compliance with all Governmental Requirements, its organizational documents and all agreements to which it is a party. Neither execution of this Agreement nor discharge by Developer of any of its obligations hereunder shall cause Developer to be in violation of any Governmental Requirement, its organizational documents or any agreement to which it is a party. (f) This Agreement constitutes, and each of the Guaranty and Keep Well Agreement and the Transfer Restriction Agreement when duly executed and delivered by Parent Company will constitute, legal, valid and binding obligations of Developer and Parent Company, respectively, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and subject to general equitable principles which may limit the right to obtain equitable remedies. (g) The Developer owns, or has enforceable rights to obtain good title to all parcels constituting the Project Site other than (i) City streets for which vacation is required and (ii) to the extent applicable, the City Parcels, which the Developer has agreements to purchase subject to City approval. Developer has no knowledge of any facts or any past, present or threatened occurrence that could preclude or impair Developer’s ability to obtain good title to any parcel constituting part of the Project Site which it does not own as of reasonable expectations on the date of this Agreementissuance of the PID Bonds and will be, to the knowledge of the officers of the Developer providing such facts and estimates, true, correct and complete as of such date. To the extent that it exercises control or direction over the use or investment of the Bond Proceeds (including, but not limited to, the use of the Authorized Improvements), the Developer further agrees that it will not knowingly make, or permit to be made, any use or investment of such funds that would cause any of the covenants or agreements of the City contained in a Tax Certificate to be violated or that would otherwise have an adverse effect on the tax-exempt status of the interest payable on the PID Bonds for federal income tax purposes.

Representations and Warranties of Developer. As a material inducement to the City to enter into this Agreement, Developer represents and warrants to the City that each of the following statements is are true and accurate as of the date of this Agreement and the Closing Effective Date, except as otherwise indicated herein or in the exhibits referenced herein: (a) Developer ▇. ▇▇▇▇▇▇▇▇▇ is duly organized, validly existing existing, and in good standing under the Governmental Requirements of its jurisdictionLaw of the State of Delaware, and is registered to do business in the State of Illinois. Developer has all requisite organizational power and authority to own and operate its properties, carry on its business business, and enter into into, execute, deliver, and perform its obligations under this Agreement and all other agreements and undertakings to be entered into by Developer in connection herewith. (b) b. The execution, delivery and performance by Developer of this Agreement has been duly authorized by all necessary corporate action, and does not violate its organizational documents, as amended and supplemented, any of the applicable Requirements of Law, or constitute a breach of or default under, or require any consent under, any agreement, instrument, or document to which Developer is now a party or by which Developer is now or may become bound including any mortgages, secured loans, or instruments granting another party a superior interest the Development Property or the Project. c. Each financial statement, document, report, certificate, written statement and description delivered by Developer hereunder will be was, when delivered delivered, complete and correct in all material respects. (c) d. The applications, plans, materials, and other submissions Developer has provided to the City in connection with the Temporary Facility accurately and truthfully represent Developer’s responses to intentions for the RFQ/P, at construction of the time delivered to Project on the City, do not contain a materially untrue statement or omit to state any material fact which would cause such statement to be materially misleadingDevelopment Property as of the Effective Date. (d) e. Developer is not a party to any agreement, document or instrument that has a Material Adverse Effect on the ability of Developer to carry out its obligations under this Agreement. (e) f. There are no actions or proceedings pending against Developer currently before any court, governmental commission, board, bureau or any other administrative agency pending, and, to Developer’s knowledge, threatened in writing against Developer, which, if adversely determined, would materially impair its ability to perform under this Agreement. ▇. ▇▇▇▇▇▇▇▇▇ is in material compliance with all Governmental RequirementsRequirements of Law, its organizational documents and all agreements to which it is a partyparty which relate to the Project. Neither execution of this Agreement nor discharge by Developer of any of its obligations hereunder shall cause Developer to be in violation of any Governmental Requirement, its organizational documents or any agreement to which it is a partyparty relating to the Project. (f) h. This Agreement constitutes, and each of the Guaranty and Keep Well Agreement and the Transfer Restriction Agreement ▇▇▇▇▇▇▇▇▇’s Release when duly executed and delivered by Parent Company will Developer will, subject to Force Majeure, constitute, legal, valid and binding obligations of Developer and Parent Company, respectivelyDeveloper, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and subject to general equitable principles which may limit the right to obtain equitable remedies. (g) The i. Developer ownshas control over, or has enforceable rights to obtain good and good, marketable and insurable title to all parcels constituting the Project Site other than (i) City streets for which vacation 10-Acre Parcel. j. Attached hereto as Exhibit I is required a true and (ii) to the extent complete organizational chart of Developer showing each equity owner of Developer, as applicable, and the City Parcelsrespective percentage ownership in Developer, which the as applicable, that exceeds five (5%) percent. k. Developer has agreements sufficient financial resources to purchase subject to City approvalimplement and complete its obligations under this Agreement. ▇. Developer ▇▇▇▇▇▇▇▇▇ has no knowledge of any facts liabilities, contingent or any pastotherwise, present or threatened occurrence that could preclude or impair Developer’s of Developer which might be reasonably expected to have a Material Adverse Effect upon its ability to obtain good title to any parcel constituting part of the Project Site which it does not own as of the date of perform its obligations under this Agreement.

Representations and Warranties of Developer. As a material inducement to a) ▇▇▇▇▇▇ Properties, L.L.C., is an Iowa limited liability company, duly organized and validly existing under the City to enter into this Agreement, Developer represents and warrants to City that each laws of the following statements is true State of Iowa and accurate as of the date of this Agreement and the Closing Date, except as otherwise indicated herein or in the exhibits referenced herein: (a) Developer is duly organized, validly existing and in good standing under the Governmental Requirements of its jurisdiction. Developer it has all requisite organizational power and authority to own develop, own, and operate its propertiesthe Project, to carry on its business businesses now conducted and as presently proposed to be conducted, and to enter into and to perform its obligations under this Agreement and all other agreements and undertakings to be entered into by Developer in connection herewith. (b) Each financial statement, document, report, certificate, written statement and description delivered by Developer hereunder will be when delivered complete and correct in all material respects. (c) Developer’s responses to the RFQ/P, at the time delivered to the City, do not contain a materially untrue statement or omit to state any material fact which would cause such statement to be materially misleading. (d) Developer is not a party to any agreement, document or instrument that has a Material Adverse Effect on the ability of Developer to carry out its obligations under this Agreement. b) This Agreement has been duly and validly authorized, executed, and delivered by Developer and, assuming due authorization, execution, and delivery by the City, is in full force and effect and is a validly legally binding instrument of Developer enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, or other laws relating to or 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, nor do they 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, lawsuits,or proceedings pending or threatened against or affecting Developer in any court or before any arbitrator or before or by any governmental body for 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 this Agreement or Developer’s ability to perform its obligations under this Agreement. e) Developer currently is in compliance has not received any notice from any local, state, or federal official that the activities of Developer with all Governmental Requirements, its organizational documents and all agreements respect to which it is a party. Neither execution that the portion of Developer’s Property to be dedicated to the City as public right-of-way pursuant to this Agreement nor discharge by Developer of any of its obligations hereunder shall cause Developer to or will be in violation of any Governmental Requirementenvironmental law or regulation (other than those notices, its organizational documents if any, of which the City has been previously notified in writing). Developer is not aware of any state or federal claim filed or planned to be filed by any agreement party relating to any violation of any local, state or federal environmental law, regulation or review procedure applicable to the Project, and Developer is not currently aware of any violation of any local, state, or federal environmental law, regulation or review procedure which it is would give any person a partyvalid claim under any state or environmental statute with respect thereto. (f) This Agreement constitutes, Developer will have good and each of the Guaranty and Keep Well Agreement and the Transfer Restriction Agreement when duly executed and delivered by Parent Company will constitute, legal, valid and binding obligations of Developer and Parent Company, respectively, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and subject to general equitable principles which may limit the right to obtain equitable remedies. (g) The Developer owns, or has enforceable rights to obtain good marketable title to all parcels constituting the proposed Right-of- Way for the Washington Street Connection Project Site other than (i) City streets for which vacation is required and (ii) conveyance of a Warranty Deed to the extent applicable, the City Parcels, which the Developer has agreements to purchase subject to City approval. Developer has no knowledge of any facts or any past, present or threatened occurrence that could preclude or impair Developer’s ability to obtain good title to any parcel constituting part of the Project Site which it does not own as of the date of this AgreementMarshalltown.

Representations and Warranties of Developer. As a material inducement Developer acknowledges, represents, warrants and covenants to City that the City to enter into following are true as of the Effective Date and will be true as of Closing: 15.3.1 The person or persons executing this Agreement, Developer represents and warrants to the Parking License, the City that each of the following statements is true and accurate as of the date of this Agreement Tract Lease, and the Closing Date, except as otherwise indicated herein or in Real Estate Purchase Agreement on behalf of Developer are duly authorized to do so and thereby bind Developer hereto without the exhibits referenced herein:signature of any other person. (a) Developer is duly organized, validly existing and in good standing under the Governmental Requirements of its jurisdiction. 15.3.2 Developer has all requisite organizational power and authority to own and operate its properties, carry on its business and enter into and perform its obligations under this Agreement, the Parking License, the City Tract Lease, and the Real Estate Purchase Agreement and to incur the obligations provided for herein and in the Parking License and the Real Estate Purchase Agreement has taken all other agreements action necessary to authorize the execution, delivery and undertakings to be entered into by Developer in connection herewith. (b) Each financial statementperformance of this Agreement, document, report, certificate, written statement and description delivered by Developer hereunder will be when delivered complete and correct in all material respects. (c) Developer’s responses subject to the RFQ/P, at the time delivered to the City, do not contain a materially untrue statement or omit to state any material fact which would cause such statement to be materially misleading. (d) Developer is not a party to any agreement, document or instrument that has a Material Adverse Effect on the ability of Developer to carry out its obligations under express terms and limitations in this Agreement. (e) 15.3.3 The execution, delivery and performance of this Agreement, the Parking License, the City Tract Lease, and the Real Estate Purchase Agreement by Developer currently is does not result in compliance any violation of, and does not conflict with all Governmental Requirementsor constitute a default under, its organizational documents and all agreements any present agreement, mortgage, deed of trust, indenture, credit extension agreement, license, security agreement or other instrument to which it Developer is a party. Neither execution , or any judgment, decree, order, statute, rule or governmental regulation. 15.3.4 No approvals or consents by third parties or governmental authorities are required for Developer to consummate the transactions contemplated hereby. 15.3.5 Developer covenants and agrees that it, except as expressly allowed in this Agreement, has not, and shall not, encumber any portion of this Agreement nor discharge the Property prior to the Closing. 15.3.6 There are no attachments, levies, executions, assignments for the benefit of creditors, receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy or any other debtor relief actions contemplated by Developer of or filed by Developer, or to Developer’s knowledge, pending in any of its obligations hereunder shall cause Developer to be in violation of any Governmental Requirement, its organizational documents current judicial or any agreement to which it is a partyadministrative proceeding against Developer. (f) 15.3.7 This Agreement constitutes, (and each of the Guaranty and Keep Well Agreement and the Transfer Restriction Agreement when duly executed and delivered by Parent Company will constitute, legal, valid and binding obligations undertaking of Developer contained in this Agreement) constitutes a valid, binding and Parent Company, respectivelyenforceable obligation of Developer, enforceable in accordance with their respective terms subject according to applicable its terms, except to the extent limited by bankruptcy, reorganization, moratorium or similar insolvency and other laws of general applicability application affecting the enforcement of creditors’ rights and subject to general by equitable principles which may limit the right to obtain equitable remediesprinciples, whether considered at law or in equity. (g) The Developer owns, or has enforceable rights to obtain good title to all parcels constituting the Project Site other than (i) City streets for which vacation is required and (ii) to the extent applicable, the City Parcels, which the Developer has agreements to purchase subject to City approval. Developer has no knowledge of any facts or any past, present or threatened occurrence that could preclude or impair Developer’s ability to obtain good title to any parcel constituting part of the Project Site which it does not own as of the date of this Agreement.

Representations and Warranties of Developer. As a material an inducement to the City and the Agency to enter into this Agreement, the Developer hereby represents and warrants to the City that and the Agency, which representations and warranties are true and correct as of the Effective Date, shall be true and correct as of each of the following statements is true Closings, and accurate as shall survive the expiration or earlier termination of this Agreement: 5.5.1 The Developer has the date of legal power, right and authority to enter into this Agreement and the Closing Dateinstruments referenced herein, except as and to consummate the transactions contemplated hereby and the parties executing this Agreement are authorized to bind the Developer; 5.5.2 The Developer is validly formed limited liability company and is authorized to do business in California; 5.5.3 This Agreement and all documents required hereby to be executed by Developer are, and shall be, valid, legally binding obligations of and enforceable against Developer in accordance with their terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium laws or similar laws or equitable principles affecting or limiting the rights of contracting parties generally; 5.5.4 There is no charter, bylaw, operating agreement or capital stock provision of Developer, and no provision of any indenture, instrument, or agreement, written or oral, to which Developer is a party or which governs the actions of Developer or which is otherwise indicated herein binding upon Developer or Developer's property, nor is there any statute, rule or regulation, or any judgment, decree, or order of any court or city binding on Developer or Developer's property which would be contravened by the execution, delivery or performance of this Agreement or any documents required hereby to be executed by Developer; 5.5.5 There is no action, suit, or proceeding at law or in equity or by or before any Governmental Authority now pending, or, to the exhibits referenced herein: (a) knowledge of Developer, threatened against or affecting Developer, the Site or any properties or rights of Developer, which, if adversely determined, would materially impair the right of Developer is duly organized, validly existing and in good standing under the Governmental Requirements of its jurisdiction. Developer has all requisite organizational power and authority to own and operate its properties, carry on its business and enter into and execute or perform its obligations under this Agreement or any documents required hereby to be executed by Developer; 5.5.6 Neither the execution and all delivery of this Agreement and documents referenced herein, nor the incurrence of the obligations set forth herein, nor the consummation of the transactions herein contemplated, nor compliance with the terms of this Agreement and the documents referenced herein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreements or instruments to which Developer is a party; 5.5.7 No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Developer, nor are any of such proceedings contemplated by Developer; and 5.5.8 To the best of the Developer's knowledge, all reports, documents, instruments, information and undertakings to be entered into by Developer in connection herewith. (b) Each financial statement, document, report, certificate, written statement and description forms of evidence delivered by the Developer hereunder will be when delivered complete and correct in all material respects. (c) Developer’s responses to the RFQ/PCity and the Agency concerning or required by this Agreement are accurate, at correct and sufficiently complete to give the time delivered to City and the CityAgency true and accurate knowledge of their subject matter, and do not contain a materially untrue statement any misrepresentation or omit to state any material fact which would cause such statement to be materially misleadingomission. (d) Developer 5.5.9 Whenever a statement concerning factual matters herein is not a party qualified by the phrase "to any agreementDeveloper's knowledge" or similar words, document or instrument that has a Material Adverse Effect on the ability of Developer to carry out its obligations under this Agreement. (e) Developer currently is in compliance with all Governmental Requirements, its organizational documents and all agreements to which it is a party. Neither execution intended to indicate that no information that would give ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Developer's primary representatives in the negotiation of this Agreement nor discharge by Developer of any of its obligations hereunder shall cause Developer to be in violation of any Governmental Requirement, its organizational documents or any agreement to which it is a party. (f) This Agreement constitutes, and each current actual knowledge of the Guaranty and Keep Well Agreement inaccuracy of such factual statements has come to such person's attention. If the Developer receives any notice that any representation or warranty made herein is false or misleading, the Developer shall immediately notify the City and the Transfer Restriction Agreement when duly executed and delivered by Parent Company will constitute, legal, valid and binding obligations of Developer and Parent Company, respectively, enforceable Agency in accordance with their respective terms subject to applicable bankruptcy, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and subject to general equitable principles which may limit the right to obtain equitable remedieswriting. (g) The Developer owns, or has enforceable rights to obtain good title to all parcels constituting the Project Site other than (i) City streets for which vacation is required and (ii) to the extent applicable, the City Parcels, which the Developer has agreements to purchase subject to City approval. Developer has no knowledge of any facts or any past, present or threatened occurrence that could preclude or impair Developer’s ability to obtain good title to any parcel constituting part of the Project Site which it does not own as of the date of this Agreement.

Representations and Warranties of Developer. As a material inducement to the City to enter into this Agreement3.2.1 Developer hereby covenants, Developer represents represents, and warrants to City that each of the following statements is true and accurate District as of the date of this Agreement and the Closing Date, except as otherwise indicated herein or in the exhibits referenced hereinfollows: (a) Developer is a District of Columbia limited liability company, duly organized, formed and validly existing and in good standing standing, and has full power and authority, under the Governmental Requirements laws of the District of Columbia, to conduct the business in which it is now engaged. Neither Managing Member nor any Person owning directly or indirectly any interest in Developer or Managing Member is a Prohibited Person. A full and complete set of all organizational documents of Developer and Managing Member of Developer, have heretofore been delivered to District on the Effective Date, or shall be delivered to District within 180 days of the Effective Date. (b) The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by ▇▇▇▇▇▇▇▇▇ and Managing Member of Developer. Upon the due execution and delivery of the Agreement by Developer, this Agreement constitutes the valid and binding obligation of Developer, enforceable in accordance with its jurisdictionterms. (c) The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby do not violate any of the terms, conditions, or provisions of: (i) Developer’s organizational documents, (ii) any judgment, order, injunction, decree, regulation, or ruling of any court or other governmental authority, or Applicable Law to which Developer or Managing Member is subject, or (iii) any agreement or contract to which Developer is a party or to which it is subject. (d) No agent, broker, or other Person acting pursuant to express or implied authority of Developer is entitled to any commission or finder’s fee in connection with the transactions contemplated by this Agreement or will be entitled to make any claim against District for a commission or finder's fee. Developer has all requisite organizational power and authority not dealt with any agent or broker in connection with its purchase of the Property. (e) There is no litigation, arbitration, administrative proceeding, or other similar proceeding pending or to own and operate its propertiesDeveloper’s actual knowledge, carry on its business and threatened against Developer that, if decided adversely to Developer, (i) would impair Developer's ability to enter into and perform its obligations under this Agreement and all other agreements and undertakings to be entered into by Developer in connection herewith. or (bii) Each would materially adversely affect the financial statement, document, report, certificate, written statement and description delivered by Developer hereunder will be when delivered complete and correct in all material respects. (c) condition or operations of Developer’s responses to the RFQ/P, at the time delivered to the City, do not contain a materially untrue statement or omit to state any material fact which would cause such statement to be materially misleading. (d) Developer is not a party to any agreement, document or instrument that has a Material Adverse Effect on the ability of Developer to carry out its obligations under this Agreement. (e) Developer currently is in compliance with all Governmental Requirements, its organizational documents and all agreements to which it is a party. Neither execution of this Agreement nor discharge by Developer of any of its obligations hereunder shall cause Developer to be in violation of any Governmental Requirement, its organizational documents or any agreement to which it is a party. (f) This Agreement constitutes, and each Developer’s acquisition of the Guaranty Property and Keep Well its other undertakings pursuant to this Agreement are for the purpose of constructing and operating the Transfer Restriction Agreement when duly executed and delivered by Parent Company will constitute, legal, valid and binding obligations of Developer and Parent Company, respectively, enforceable Project in accordance with their respective terms subject to applicable bankruptcy, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights Development Plan and subject to general equitable principles which may limit the right to obtain equitable remediesConstruction Drawings and not for speculation in land holding. (g) The Neither Developer ownsnor any of its Members are the subject debtor under any federal, state, or has enforceable rights to obtain good title to all parcels constituting the Project Site other than (i) City streets for which vacation is required and (ii) to the extent applicablelocal bankruptcy or insolvency proceeding, the City Parcels, which the Developer has agreements to purchase subject to City approval. Developer has no knowledge of any facts or any pastother proceeding for dissolution, present liquidation or threatened occurrence that could preclude or impair Developer’s ability to obtain good title to any parcel constituting part winding up of the Project Site which it does not own as of the date of this Agreementits assets.

Representations and Warranties of Developer. As a material inducement to the City to enter into this Agreement, Developer hereby represents and warrants to City that each the best of the following statements is true its knowledge and accurate as of the date of this Agreement and the Closing Date, except as otherwise indicated herein or in the exhibits referenced hereinbelief that: (a) Developer 5.2.1 Cate Street Development LLC is a limited liability company, duly organized, validly existing and in good standing under the Governmental Requirements laws of the State of New Hampshire, the state of its jurisdiction. formation, with all requisite authority to own its property and assets and to conduct its business as presently conducted or proposed to be conducted, and is duly qualified or authorized to transact business and is in good standing under the laws of the State of New Hampshire. 5.2.2 Developer has all requisite organizational the power and authority to own execute, deliver and operate its properties, carry on its business out the terms and enter into and perform its obligations under provisions of this Agreement and all necessary action has been taken to authorize the execution, delivery and performance by it of this Agreement. This Agreement will, upon execution and delivery thereof by Developer, constitute valid, legal and binding obligations of Developer enforceable in accordance with the respective terms thereof. 5.2.3 Neither the execution or delivery by Developer of this Agreement, the performance by Developer of its obligations in connection with the transactions contemplated hereby, nor the fulfillment by Developer of the terms or conditions hereof conflicts with, violates or results in a breach of any constitution, law or governmental regulation applicable to Developer, or conflicts with, violates or result in a breach of any term or condition of any judgment or decree, to which Developer is a party or by which Developer or any of its properties or assets are bound, or constitutes a default there under. 5.2.4 There is no action, suit or proceeding, at law or in equity, or official investigation before or by any court or governmental authority, pending or to the best of Developer’s knowledge threatened against Developer, its principal(s), affiliate(s), or entities controlled by its principal(s), wherein an unfavorable decision, ruling or finding would materially adversely affect the performance by Developer of its obligations hereunder or the performance by Developer of its obligations under the transactions contemplated hereby, or which, in any way, questions or may adversely materially affect the validity or enforceability of this Agreement or any other agreements and undertakings to be agreement or instrument entered into by Developer in connection herewithwith the transactions contemplated hereby. (b) Each financial statement5.2.5 Developer shall provide certification from their respective corporate secretary or manager, documentas the case may be, report, certificate, written statement indicating that the signatory to the within Agreement has obtained all necessary corporate authority to execute and description delivered by Developer hereunder will be when delivered complete and correct in all material respectsperform the terms of the within Agreement. (c) Developer’s responses to 5.2.6 If required by the RFQ/PCity, at Developer shall provide the time delivered City with a legal counsel's opinion, in a form acceptable to the City, do not contain a materially untrue statement or omit to state any material fact which would cause such statement to be materially misleading. (d) Developer is not a party to any agreement, document or instrument that has a Material Adverse Effect on the ability of Developer to carry out its obligations under this Agreement. (e) Developer currently is in compliance with all Governmental Requirements, its organizational documents and all agreements to which it is a party. Neither execution of this Agreement nor discharge by Developer of any of its obligations hereunder shall cause Developer to be in violation of any Governmental Requirement, its organizational documents or any agreement to which it is a party. (f) This Agreement constitutes, and each of the Guaranty and Keep Well Agreement and the Transfer Restriction Agreement when duly executed and delivered by Parent Company will constitute, legal, valid and binding obligations of Developer and Parent Company, respectively, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and subject to general equitable principles which may limit the right to obtain equitable remedies. (g) The Developer owns, or has enforceable rights to obtain good title to all parcels constituting the Project Site other than (i) City streets for which vacation is required and (ii) respect to the extent applicable, the City Parcels, which the Developer has agreements to purchase subject to City approval. Developer has no knowledge of any facts or any past, present or threatened occurrence that could preclude or impair Developer’s ability to obtain good title to any parcel constituting part of the Project Site which it does not own as of the date of matters described in this Agreementsection.