Common use of Representations of the Developer Clause in Contracts

Representations of the Developer. (A) As of the Effective Date and as of the Closing date, the Developer makes the following representations and warranties to the County and the CRA as the basis for the undertaking on the part of the County and the CRA herein contained, all of which shall be deemed restated and shall survive Closing: (1) The Developer is duly organized and validly existing as a Delaware limited liability company. (2) The Developer has full power and authority to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. (3) The Developer is not in default under any provisions of the laws of the State which are material to the performance of its obligations under this Agreement. (4) The Developer has duly authorized the execution and delivery of this Agreement and assuming the due authorization, execution and delivery by the County, and CRA this Agreement constitutes valid and legally binding obligations of the Developer, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. (5) The authorization, execution and delivery of this Agreement and the compliance by the Developer with the provisions hereof will not conflict with or constitute a material breach of, or default under, any existing law, court or administrative regulation, decree, order or any ordinance, resolution, agreement, lease, mortgage, trust indenture or other instrument to which the Developer is subject or by which it is bound. (6) There is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body pending or, to the best knowledge of the Developer, threatened against or affecting the Developer, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated, or which, in any way, would materially adversely affect the validity of this Agreement or any agreement or instrument to which the Developer is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby. (7) Developer is a single purpose limited liability company solely owned and controlled by Kitson and Partners and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Fund. (B) Developer shall deliver to County a certificate executed by the Developer, dated as of the Closing date, certifying to the County that the representations of the Developer contained in this Section 2.04 are true and correct in all material respects as of the Closing date, which certificate shall expressly state that the representations of the Developer restated therein shall survive the Closing and delivery of the Deed.

Representations of the Developer. (A) As of In order to induce the Effective Date and as of the Closing dateAgency to enter into this Agreement, the Developer makes hereby represents and warrants, with full knowledge that the following Agency shall rely on such representations and warranties warranties, that (a) the Developer is a duly formed and validly existing Nevada corporation qualified to do business in the State of New York and has full power and Agency to consummate the transactions contemplated hereby; (b) neither the Developer, nor any person or entity having an shareholder or other ownership interest in the Developer or its assets, nor any officer or director of the Developer, is a party to any agreement (including, without limitation, any shareholder agreement, voting trust agreement, operating agreement of or pertaining to the County Developer or its ownership or management), not heretofore disclosed to and approved by the CRA as Agency, containing terms or conditions in any way restricting or subjecting to conditions subsequent or precedent, or subjecting to approval, consent or control by any person who or which is not a shareholder, owner or officer (including without limitation any creditor of or investor in the basis for Developer), limiting directly or indirectly the undertaking ability of the above-named Officers of the Developer to exercise management discretion and control over the affairs and business of the Developer in connection with this Agreement, the Financing Commitments, the Construction Agreements, or any matter or transaction related to any of the foregoing or agreements or documents or to the performance or implementation thereof; (c) this Agreement has been duly authorized by all necessary action on the part of the County Developer and has been duly exercised and delivered by the CRA herein contained, all of which shall be deemed restated Developer and shall survive Closing: (1) The Developer is duly organized and validly existing as a Delaware limited liability company. (2) The Developer has full power and authority to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. (3) The Developer is not in default under any provisions of the laws of the State which are material to the performance of its obligations under this Agreement. (4) The Developer has duly authorized neither the execution and delivery hereof, nor compliance with the terms and provisions hereof (1) requires the approval and consent of this Agreement and assuming the due authorization, execution and delivery by the County, and CRA this Agreement constitutes valid and legally binding obligations of the Developer, enforceable in accordance with its termsany Governmental Agency or any other entity or person, except to the extent that the enforceability thereof may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. such as have been duly obtained; (52) The authorization, execution and delivery of this Agreement and the compliance by the Developer with the provisions hereof will not conflict with or constitute a material breach of, or default under, contravenes any existing law, court judgment, governmental rule, regulation or administrative regulationother law applicable to or binding on the Developer (except, decreeand to the extent, order that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any ordinancebreach of or, resolutionexcept as contemplated by this Agreement, agreement, leaseresults in the creation of any lien or encumbrance upon any property of the Developer under any indenture, mortgage, trust indenture deed of trust, bank loan or other instrument to which the Developer is subject or by which it is bound. (6) There is no actioncredit agreement, suitapplicable ordinances, proceeding or investigation at law or in equity before or by any court, public board or body pending resolutions or, to on the best knowledge of the Developer, threatened against or affecting the Developer, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated, or which, in any way, would materially adversely affect the validity date of this Agreement, any other Agreement or any agreement or instrument to which the Developer is a party and which is used party, specifically including any covenants of any bonds, notes, or contemplated for use in the consummation other forms of the transactions contemplated hereby. (7) Developer is a single purpose limited liability company solely owned and controlled by Kitson and Partners and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Fund. (B) Developer shall deliver to County a certificate executed by the Developer, dated as of the Closing date, certifying to the County that the representations indebtedness of the Developer contained in outstanding on the date hereof; and (d) this Section 2.04 are true Agreement constitutes a legal, valid and correct in all material respects as of the Closing date, which certificate shall expressly state that the representations binding obligation of the Developer restated therein shall survive enforceable against the Closing Developer in accordance with the terms thereof except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums or similar laws affecting the enforcement of creditors' rights generally and delivery by legal and equitable limitations on the enforceability of the Deedspecific remedies.