NEWPAR Clause Samples

NEWPAR. The Members acknowledge and agree that Newpar has previously paid, on behalf of the Company, a portion of the Budgeted Pre-Development Expenses of the Company, in the aggregate sum of One Hundred Sixteen Thousand Sixty-Eight Dollars ($116,068.00). Newpar hereby represents and warrants that no portion of the monies utilized by Newpar to pay or satisfy such Budgeted Pre-Development Expenses of the Company pursuant to Section 3.1(a) hereof were derived from Legacy's Original Capital Contribution pursuant to Section 3.1(b) hereof. Accordingly, as its Original Capital Contribution to the Company, Newpar shall: (i) concurrently with the execution of this Agreement by Newpar, deliver to the Company two (2) counterpart originals of the Assignment of Development Property, duly executed by Newpar, S&A and SMI, together with originals and copies of all items constituting the Development Property in Newpar's, S&A's or SMI's possession or control, free and clear of any and all liens, liabilities and encumbrances; (ii) undertake all actions necessary on behalf of the Company to secure all Development Approvals in connection with the Center; (iii) cause S&A, in S&A's capacity as Development Supervisor, to oversee, supervise and manage the construction and development of the Center on behalf of the Company in accordance with the Development Supervision Agreement; (iv) cause S&A, in S&A's capacity as Development Supervisor, to perform all other duties, obligations and responsibilities of S&A as set forth in the Development Supervision Agreement; (v) cause S & A, in S & A's capacity as Center Manager, to perform all duties, obligations and responsibilities of the Center Manager as set forth in the Management Agreement; (vi) cause SMI, in SMI's capacity as the exclusive listing agent for the Center, to perform all duties, obligations and responsibilities of SMI as set forth in the Listing Agreement.