Developer Certificate Clause Samples

Developer Certificate. A certificate or certificates of the Developer, dated the Closing Date, to the effect that: the representations and warranties of the Developer contained herein and in the Developer Documents are true and correct in all material respects on and as of the Closing Date as if made on the date thereof; the Developer Documents have been properly executed by the Developer, have not been amended or rescinded, and the delivery and due performance thereof by the Developer has been authorized by the Developer; to the best of its knowledge after due inquiry, except as described in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, there is no action, suit, proceeding or investigation before any court, public board or body pending, with respect to which the Developer has been served with process, or, to the knowledge of the Developer threatened against the Developer wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organization, existence or powers of the Developer or its officers to their offices; or (b) in any way question or affect the Developer Documents, or the transactions described in the Developer Documents; the Developer has complied in all material respects with all of its agreements and covenants and satisfied all conditions required to be complied with or satisfied by the Developer hereunder at or prior to the Closing; the information set forth in the Limited Offering Memorandum under the captions “PLAN OF FINANCE – Development Plan, and – University Property,” “THE MAJOR IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” and “APPENDIX E2 – FORM OF DISCLOSURE AGREEMENT OF THE DEVELOPER,” “THE SPECIAL ASSESSMENT CONSULTANT,” “CONTINUING DISCLOSURE – The Developer,” and any information provided by the Developer and included in Appendix C – Form of Service and Assessment Plan, Appendix F – Appraisal of the District, Appendix H – Market Study, Appendix I – Engineer’s Report, and, to the best of its knowledge after due inquiry, under the captions “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Major Improvements and the Development), “LEGAL MATTERS – Litigation – The Developer,” and is true and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, as of the date thereof; and although it has not verified and does not as...