Common use of Developer Representations Clause in Contracts

Developer Representations. The Developer hereby represents as follows: (a) The Developer is a Delaware limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business in the State of Montana. The Developer has the power to enter into this Agreement and by all necessary corporate action has duly authorized the execution and delivery of this Agreement. (b) The Developer has or will have good marketable title to the Land, free and clear of all liens, encumbrances and defects except such as do not materially affect the value of the Land or materially interfere with the use made and proposed to be made of the Land by the Developer. (c) The Developer has the financial capability or commitments to complete the Development and the Project. (d) The Developer is not aware of any facts the existence of which would cause the Developer to be in violation in any material respect of any Environmental Laws and Regulations applicable to the Development or the Project. The Developer has not received from any local, state or federal official any notice or communication indicating that the activities of the Developer have been, may be or will be in violation of any Environmental Laws and Regulations applicable to the Development or the Project. (e) 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 hereof is prohibited or limited by, conflicts with or results in a breach of the terms, conditions or provisions of the certificate of formation, partnership agreement or operating agreement of the Developer or any evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (f) There is no action, suit, investigation or proceeding now pending or, to the knowledge of the Developer, threatened against or affecting the Developer or its business, operations, properties or condition (financial or otherwise) before or by any governmental department, commission, board, authority or agency, or any court, arbitrator, mediator or grand jury, that could, individually or in the aggregate, materially and adversely affect the ability of the Developer to complete the Development. (g) The Developer acknowledges and agrees that the sole source of funds for reimbursing the Developer under this Agreement is DBID Tax Increment and M-URD Tax Increment. The Developer acknowledges that the commitment of DBID Tax Increment pursuant to this Agreement is in all respects subordinate to the pledge of DBID Tax Increment to the DBID Bond, and that the commitment of M-URD Tax Increment pursuant to this Agreement is in all respects subordinate to the pledge of M-URD Tax Increment to the M-URD Bonds. The Developer further acknowledges and agrees the amount of DBID Tax Increment and M-URD Tax Increment is dependent upon a number of variables, including, without limitation, the taxable value of the Development, the number of ▇▇▇▇▇ levied by Taxing Bodies, and then-prevailing state laws regarding computation of DBID Tax Increment and M-URD Tax Increment. The Developer agrees that if DBID Tax Increment in the amount of $336,000 and/or M-URD Tax Increment in the amount of $464,000 is not available to the City to reimburse the Developer, the City shall have no obligation to pay to the Developer the amount of reimbursement described in Section 4 and this Agreement shall terminate as described in Section 5.2(b).

Developer Representations. The Developer hereby represents as follows: (a) The Developer is a Delaware limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business in the State of MontanaState. The Developer has the power to enter into this Agreement and by all necessary corporate action has duly authorized the execution and delivery of this Agreement. (b) The Developer has or will have good marketable title to the Land, free and clear of all liens, encumbrances and defects except such as do not materially affect the value of the Land or materially interfere with the use made and proposed to be made of the Land by the Developer. (c) The Developer has the financial capability or commitments to complete the Development and the ProjectProject at an approximate cost of $27,000,000. (d) The Developer is not aware of any facts the existence of which would cause the Developer to be in violation in any material respect of any Environmental Laws and Regulations applicable to the Development Project or the ProjectInfrastructure Improvements. The Developer has not received from any local, state or federal official any notice or communication indicating that the activities of the Developer have been, may be or will be in violation of any Environmental Laws and Regulations applicable to the Development Project or the ProjectInfrastructure Improvements. (e) 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 hereof is prohibited or limited by, conflicts with or results in a breach of the terms, conditions or provisions of the certificate of formation, partnership agreement or operating agreement of the Developer or any evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (f) There is no action, suit, investigation or proceeding now pending or, to the knowledge of the Developer, threatened against or affecting the Developer or its businessability to perform its obligations hereunder in any material respect, operations, properties or condition (financial or otherwise) before or by any governmental department, commission, board, authority or agency, or any court, arbitrator, mediator or grand jury, that could, individually or in the aggregate, materially and adversely affect the ability of the Developer to complete the DevelopmentProject. (g) The Developer acknowledges and agrees that the sole source of funds for reimbursing the Developer under this Agreement is DBID Tax Increment and M-URD and/or proceeds of the Bonds, which would be paid from Tax Increment. The Developer acknowledges that the commitment of DBID Tax Increment pursuant to this Agreement is in all respects subordinate to the pledge of DBID Tax Increment to the DBID Bond, and that the commitment of M-URD Tax Increment pursuant to this Agreement is in all respects subordinate to the pledge of M-URD Tax Increment to the M-URD Bonds. The Developer further acknowledges and agrees the amount of DBID Tax Increment and M-URD Tax Increment is dependent upon a number of variables, including, without limitation, the taxable value of the DevelopmentProject, the number of ▇▇▇▇▇ levied by Taxing Bodies, and then-then- prevailing state laws regarding computation of DBID Tax Increment and M-URD Tax Increment. The Developer agrees that if DBID Tax Increment in the amount of $336,000 and/or M-URD Tax Increment in the amount of $464,000 2,168,312 is not available to the City to reimburse the DeveloperDeveloper and/or, if the City, in its sole discretion, determines that it cannot reasonably sell the Bonds, whether due to lack of Tax Increment, market conditions, or otherwise, the City shall have no obligation to pay to the Developer the amount of reimbursement described in Section 4 4. The Developer agrees that such event shall not constitute a default by the City hereunder. (h) The Developer currently estimates that, beginning in tax year 2024 (fiscal year ending June 30, 2025), the completed Project is expected to generate tax revenues in the approximate amount of 249,923 annually. The Developer acknowledges and agrees that the estimates of assessed (market) and taxable values set forth in this Agreement (and any resulting estimates of Tax Increment) are estimates only and are based on information provided by the Developer to the City and various assumptions that the City believes are reasonable. Actual assessed (market) and taxable values of the Project and actual Tax Increment generated by the Project or in the District may vary significantly based on variables over which the City has no control. (i) The Developer acknowledges and agrees that the Bonds, if authorized and issued, are special, limited obligations of the City and shall terminate as described not be paid from any funds of the City other than Tax Increment. The Developer understands and agrees the Bonds, if authorized and issued, will be subject to all the terms and conditions of the bond resolution authorizing their issuance (the “Bond Resolution”). The Developer acknowledges and agrees that an event of default or default under the Bonds or the Bond Resolution does not constitute a default under this Agreement, unless the event of default or default is a result of the failure by the Developer to perform an obligation of the Developer identified in Section 5.2(b)the Bond Resolution.