By the Developer Clause Samples

By the Developer. The Developer for itself and its successors and assigns, agrees to allow the City to move forward with the Undertakings as determined to be appropriate by the City and to follow all of the City’s ordinances and procedures and other state and local laws, rules, regulations and procedures with respect to the Undertakings and to promptly and completely respond to all reasonable requests of the City with respect to such matters.

By the Developer. The Developer represents, warrants, covenants and agrees as the basis for the undertakings on its part herein contained that: (1) The Developer is a limited liability company duly organized and existing under the laws of the State of Missouri and has power to enter into, and by proper action has been duly authorized to execute, deliver and perform, this Agreement. (2) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction, agreement or instrument to which the Developer is now a party or by which the Developer is bound. (3) There are no lawsuits either pending or threatened that would affect the ability of the Developer to proceed with the completion or operation of the 3650-3660 ▇. ▇▇▇▇▇▇▇▇ Redevelopment Project.

By the Developer the furnishing or making by or on behalf of the Developer of any statement or representation in connection with or under this Agreement or any of the Related Agreements that is false or misleading in any material respect;

By the Developer. (i) The Developer obtaining the approval of its Board of Directors for entering into the JVA with the Proprietor; (ii) The Developer obtaining the approval of its shareholders (if applicable) for entering into the JVA with the Proprietor; (iii) The Developer to furnish Corporate Guarantee from its holding company for the guarantee of the prompt payment of the balance of Proprietor’s Consideration Sum as provided in Schedule A of the JVA; and (iv) The Developer shall secure a financing facility that is ready to be draw downed.

By the Developer. The Developer shall indemnify and save the Owner harmless against any and all liabilities, claims, damages, interest, penalties, fines, monetary sanctions, losses (including pure economic losses), costs (direct and indirect), and expenses whatsoever (including, without limitation, counsel and solicitor’s fees on a substantial indemnity basis, reasonable costs of professional advisors, consultants and experts), except those damages, costs and expenses caused by the Owner’s omissions or negligence, arising from injury to property or injury to any person, firm, partnership or corporation, caused by the use, occupancy or presence of the Developer at, in, on or upon the Site, or the presence of any other person, firm, partnership or corporation at, in, on or upon the Site with the authorization of the Developer, throughout the Option Period. This indemnity shall survive indefinitely the expiration or earlier termination of this Option Agreement notwithstanding anything herein contained to the contrary.

By the Developer. The Developer may terminate this Agreement at any time during the Option Period upon giving thirty (30) days’ prior written notice to the Owner.

By the Developer. The Developer represents and warrants to the Village as follows: 1. The Developer has the authority and the legal right to make, deliver, and perform this Agreement, and has taken or will take all necessary actions and obtained all required consents and approvals to authorize the execution, delivery, and performance of this Agreement. 2. To the best of the knowledge of the legal representatives of the Developer, the execution, delivery, and performance of this Agreement is not prohibited by any requirement of law or under any contractual obligation of the Developer, will not result in a breach or default under any agreement to which the Developer is a party or is bound, and will not violate any restriction, court order, or agreement to which the Developer is subject. 3. The parties executing this Agreement on behalf of the Developer and executing and delivering any other agreement or other item contemplated by this Agreement or otherwise required to fulfill the Developer's obligations under this Agreement, have full authority to bind the Developer to such obligations and to so act on behalf of the Developer. 4. No information, exhibit or report furnished by the Developer to the Village in connection with this Agreement contains or will contain any misstatement of material fact, or omits or will omit to state any fact necessary to make the statements contained therein not materially misleading. The Developer has provided all information requested by the Village, and such information is complete and accurate in all material respects. There is no fact known to the Developer which could materially adversely affect or which might in the future, in the Developer’s reasonable judgment, materially adversely affect the assets, properties or financial condition of the Developer.

By the Developer. The Developer, during the time it has the right to elect a majority of the Board of Directors of the Association, may amend the Declaration, the Articles of Incorporation or the By-Laws of the Association to correct an omission or error, or effect any other amendment, except that this procedure for amendment cannot be used if such an amendment would materially and adversely affect substantial property rights of Unit Owners, unless the affected Unit Owners consent thereto. Further, the Developer shall not be permitted to make any amendment which requires the approval of Unit Owners under Section 718.110(4) or (8) of the Act without first obtaining such approval.

By the Developer. The Developer shall not do any act or thing 666 that will create any Encumbrance except for any Permitted Developer Encumbrances against the 667 Parking System and shall promptly remove any Encumbrance against the Parking System, except 668 for any Permitted Developer Encumbrances unless the Encumbrance came into existence as a 669 result of an act of or omission by the City or a Person claiming through it which in turn was not 670 caused by an act or omission of the Developer. The Developer shall not be deemed to be in 671 default hereunder if the Developer continuously, diligently and in good faith contests any such 672 Encumbrance, or the validity thereof (or causes such contest), by appropriate legal proceedings 673 that shall operate to prevent the foreclosure of any such Encumbrance.