Common use of Developer Representations Clause in Contracts

Developer Representations. Each of Itochu and Oishi hereby represent, warrant and covenant that: (a) It is a company duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) It has the power and authority to enter into and be bound by the terms and conditions of this Agreement and to perform its obligations hereunder and to execute this Agreement on behalf of itself and its Affiliates and to so bind itself and its Affiliates to the terms and conditions of this Agreement; (c) It has taken all necessary action on its part to authorize the execution and delivery of this Agreement and this Agreement has been duly executed and delivered on behalf of itself and its Affiliates and constitutes a legal, valid, binding obligation, enforceable against itself and its Affiliates in accordance with its terms; (d) It is subject to no legal, contractual or other restrictions, limitations or conditions which conflict with its rights and obligations under this Agreement or which would reasonably be expected to affect adversely its ability to perform hereunder; (e) It shall comply with all applicable anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”), as amended, and anti-bribery laws in the countries where Developer has its principal place of business and where it conducts activities under this Agreement. Without limiting the generality of the foregoing, it shall not (i) promise, offer, or give (and has not promised, offered or given) anything of value to any government employee or individual acting in an official capacity for the purpose of securing any improper or undue advantage, (ii) accept or receive (and has not accepted or received) any unlawful contributions, payments, expenditures, or gifts, (iii) do (and has not done) business with any country or Person that is the subject of sanctions imposed or administered by the U.S. Treasury Department’s Office of Foreign Assets Control or the UN Security Council or any governmental agency in a jurisdiction in which Developer is organized or doing business; or (iv) violate (and has not violated) any applicable U.S. or other export restriction, anti-boycott regulation, or other applicable laws. At the request of Scilex from time to time during the term of this Agreement, Developer shall provide written certification indicating its understanding and acceptance of its obligations to comply with anti-bribery laws, including the FCPA. Additionally, Developer shall use reasonable efforts to comply with requests for information from Scilex, including answering questionnaires and narrowly tailored audit inquiries, to enable Scilex to ensure compliance with applicable anti-bribery laws, including the FCPA.

Developer Representations. Each Developer, acknowledging that each provision in this Section 2.6 is material and is being relied upon by City, represents and warrants the following to City for the purpose of Itochu inducing City to enter into this Agreement and Oishi hereby representto consummate the transactions contemplated hereby, warrant all of which shall be true as of the date hereof and covenant thatas of the Close of Escrow for each Phase and which shall survive the Close of Escrow for that Phase and delivery of the Deed conveying title to that Phase pursuant to this Agreement: (a) It is a company duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) It 2.6.1 Developer has the power legal power, right and authority to enter into and be bound by the terms and conditions of this Agreement and the instruments and documents referenced herein, to consummate the transactions contemplated hereby, to take any steps or actions contemplated hereby, and to perform its obligations hereunder hereunder. 2.6.2 All requisite action has been taken by Developer and to execute all requisite consents have been obtained by Developer in connection with entering into this Agreement on behalf and the instruments and documents referenced herein, and the consummation of itself the transactions contemplated hereby. 2.6.3 To the best knowledge of Developer, the execution, delivery and its Affiliates and to so bind itself and its Affiliates to the terms and conditions performance by Developer of this Agreement;Agreement will not violate any provision of law, any order of any court or other agency of government, or any indenture, agreement or other instrument to which Developer is a party or by which Developer or any of its properties is bound. (c) It has taken 2.6.4 This Agreement is, and all necessary action on its part agreements, instruments and documents to authorize be executed by Developer pursuant to this Agreement shall be, duly executed by and are, or shall be, valid and legally binding upon Developer and enforceable in accordance with their respective terms, and the execution and delivery thereof shall not, with due notice or the passage of time, constitute a default under or violate the terms of any indenture, agreement or other instrument to which Developer is a party. 2.6.5 Developer understands, agrees and acknowledges that, except for the express representations and warranties of City in this Agreement, (i) it is purchasing the Property in “AS-IS/WHERE-IS” condition, and (ii) City does not make, has not made and will not make, any representations or warranties, express or implied, concerning the physical or Environmental Condition of the Property, or its fitness for any particular use or purpose. Developer represents and warrants that Developer will have had the opportunity to make (and hereby covenants to have made), prior to the first Close of Escrow, investigations and inspections of all aspects of the condition of the entire Property, as it has deemed necessary or appropriate, including, but not limited to soils and the Property’s compliance or non-compliance with applicable Laws (including the Environmental Laws) and the existence or non-existence of Hazardous Substances on, in or under the Property. Developer acknowledges that under the terms of this Agreement it will have the opportunity to examine records regarding the Property and become fully familiar with the physical and Environmental Condition of the Property and will have full opportunity to conduct any additional investigations, assessments and testing as it sees fit. Developer further represents and warrants that it is relying solely upon its own inspections and investigations in proceeding with this Agreement Agreement, and that it is not relying on the accuracy or reliability of any information provided to it by City or prepared by any prior owners, operators, and tenants, and that, in making such investigation and assessment, it has been duly executed and delivered on behalf of itself and its Affiliates and constitutes a legalprovided access to any persons, valid, binding obligation, enforceable against itself and its Affiliates in accordance with its terms; (d) It is subject to no legal, contractual records or other restrictions, limitations or conditions sources of information which conflict with its rights and obligations under this Agreement or which would reasonably be expected it has deemed appropriate to affect adversely its ability to perform hereunder;review. (e) It shall comply with all applicable anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”), as amended, and anti-bribery laws in the countries where Developer has its principal place of business and where it conducts activities under this Agreement. 2.6.6 Without limiting the generality of the foregoingforegoing provisions, it shall Developer acknowledges that except as otherwise expressly set forth in Section 2.5, City has not made and will not make any representations or warranties concerning the Property’s compliance or non- compliance with Environmental Laws or the existence or non-existence of Hazardous Substances in relation to the Property or otherwise. Developer understands and agrees that, except for Hazardous Substances released by the City, the sole obligation which City has concerning the condition of the Property, the existence or non-existence of Hazardous Substances on or at the Property or the Property’s compliance or non-compliance with Environmental Laws is City’s liability for any breach of applicable representations and warranties set forth in Section 2.5; provided, however, that (i) promisethe City will use reasonable efforts at its own cost (including reasonable litigation, offer, if necessary) to pursue with counsel reasonably acceptable to Developer any claims or give rights it may have (and has not promisedshall enforce the City’s obligations under the Conveyance Agreement to pursue any rights the City may have) against the United States of America, offered or given) anything the Department of value the Army and applicable insurance carried by the City with respect to any government employee or individual acting in an official capacity for Hazardous Substances on the purpose of securing any improper or undue advantage, Property; (ii) accept or receive the City will not (and has not accepted or receivedshall enforce the City’s obligations under the Conveyance Agreement to not) settle any unlawful contributions, payments, expenditures, or gifts, (iii) do (and has not done) business with any country or Person that is such claims without the subject consent of sanctions imposed or administered by the U.S. Treasury Department’s Office of Foreign Assets Control or the UN Security Council or any governmental agency in a jurisdiction in which Developer is organized or doing business; or (iv) violate (and has not violated) any applicable U.S. or other export restriction, anti-boycott regulation, or other applicable laws. At the request of Scilex from time to time during the term of this Agreement, Developer shall provide written certification indicating its understanding and acceptance of its obligations to comply with anti-bribery laws, including the FCPA. Additionally, Developer shall use reasonable efforts to comply with requests for information from Scilex, including answering questionnaires and narrowly tailored audit inquiries, to enable Scilex to ensure compliance with applicable anti-bribery laws, including the FCPA.Developer;