07-23-2003 Council Agenda - Laserfiche WebLink

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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 documents or any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party, or by which the Developer is bound, or constitutes a default under any of the foregoing. (g) The Developer would not undertake the Project but for the assistance provided by the EDA pursuant to this Agreement. (h) The Developer has used all reasonable efforts to obtain additional funding sources (including redevelopment grants) for the environmental remediation required with respect to the Minimum Improvements, and no other additional funding sources are available. 4.3. Opinion of Developer's Counsel. Contemporaneously with Developer's execution of this Agreement, Developer must deliver an opinion of Developer's counsel to the EDA in substantially the form attached as Exhibit G -1. 5. PURCHASE AND SALE OF THE DEVELOPMENT PROPERTY. 5.1 Purchase Agreements. Contemporaneously with the execution of this Agreement, the EDA and the Developer are executing five purchase agreements describing the teens and conditions upon which the EDA will sell each Parcel of the Development Property to the Developer and the Developer will purchase each Parcel of the Development Property from the EDA (the "Purchase Agreements "). If the EDA terminates a Purchase Agreement pursuant to Section 14(a) or Section 16(a) thereof or if the Developer terminates a Purchase Agreement pursuant to Section 14(b) or 16(b) thereof, then the obligations under this Agreement as to the Parcel that was the subject of the terminated Purchase Agreement will automatically terminate. 5.2 Environmental Remediation Funds. Unless additional funding sources become available to pay for environmental remediaction costs, the EDA agrees that the Environmental Remediation Funds shall be available to reimburse the Developer for costs incurred in connection with environmental remediation activities conducted on the -8-