07-23-2003 Council Agenda - Laserfiche WebLink

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(f) Neither the EDA's execution and delivery of this Agreement and the Purchase Agreement, the EDA's consummation of the transactions this Agreement and the Purchase Agreement contemplate nor the EDA's fulfillment of and compliance with the terms and conditions of this Agreement and the Purchase Agreement is prevented or limited by or conflicts with or results in a breach of the terms, conditions or provisions of any evidence of indebtedness, agreement or instrument of whatever nature to which the EDA is now a party or by which the EDA is bound, or constitutes a default under any of the foregoing. (g) The EDA does not have actual notice of any legal proceedings pending or threatened against the City or the EDA that relate to the Rutzik/Cardinal /Venetian Property. 4.2. Representations of the Developer. The Developer makes the following representations to the EDA: (a) Developer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Minnesota. (b) Developer has the power and authority to execute this Agreement and the Purchase Agreement and perfo l 3 each of its obligations under this Agreement and the Purchase Agreement. (c) Developer has taken all actions necessary to authorize George E. Sherman to execute and deliver this Agreement and the Purchase Agreement and to authorize the Developer's performance of its obligations under this Agreement and the Purchase Agreement. (d) George E. Sherman's execution of this Agreement and the Purchase Agreement and delivery of this Agreement and the Purchase Agreement to the EDA, in his capacity as President of Developer, constitute the due execution and delivery to the EDA of this Agreement and the Purchase Agreement, and upon such execution and delivery, this Agreement and the Purchase Agreement will constitute the legal, valid and binding obligation of the Developer, enforceable against the Developer in accordance with their terms. (e) The Developer's execution and delivery of this Agreement and the Purchase Agreement and performance of its obligations under this Agreement and the Purchase Agreement does not require the consent, approval, order or authorization or registration, declaration or filing with any governmental authority or any other individual or entity. (f) Neither the Developer's execution and delivery of this Agreement or the Purchase Agreement; the Developer's consummation of the transactions this Agreement and the Purchase Agreement contemplate; nor the Developer's fulfillment of or compliance with the terms and conditions of this Agreement and the Purchase Agreement is prevented, limited by, or conflicts with or results in a breach of the terms, conditions or provisions of Developer's organization 1450998v8