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� �.: . .._;�;__ .- � � � : _ ,r a__ , � _ : . . : . _ .. <br />Section 2.2. Representations Covenants and Warranties bv <br />the Developer. The Developer represents, covenants, and warrants <br />that: <br />(a) The Developer is a corporation duly organized, <br />existing, and in good standing under the laws of the State of <br />Minnesota. The Developer has full power and authority to <br />enter into this Agreement and to perform its obligations <br />hereunder and has taken or caused to be taken all actions <br />necessary to make the Agreement, when executed and delivered <br />by the Parties, the valid and binding agreement and obligation <br />of the Developer, enforceable in accordance with its terms, <br />except to the extent such enforceability may be limited by <br />equitable principles and by laws affecting remedies and by <br />bankruptcy, moratorium and insolvency laws and laws affecting <br />creditors' rights, heretofore or hereafter enacted. <br />(b) The Improvements shall be completed by the Developer <br />in accordance with the terms of this Agreement and all <br />applicable local, State and federal laws and regulations <br />(including, but not limited to, environmental, zoning, <br />building code and public health laws and regulations). <br />(c) The Developer has received no notice or <br />communication from any local, state or federal official to the <br />effect (and, to the best of the Developer's knowledge, there <br />is no other basis upon which to believe) that the execution of <br />this Agreement or the performance by the Developer under this <br />Agreement is, may be or will be in violation of any local, <br />state or federal law or regulatione <br />(d) The Developer agrees and covenants that it will use <br />its best efforts to obtain or cause to be obtained, in a <br />timely manner, all required permits, authorizations, licenses <br />and approvals, including environmental and zoning approvals <br />for the Development Property and the Improvements, and that <br />the Developer will meet and abide by, in a timely manner, all <br />requirements and conditions of all such permits, <br />authorizations, licenses, and approvals and of all applicable <br />local, state, and federal laws and regulations which must be <br />obtained or met before the Improvements may be lawfully <br />undertaken, completed and operated. <br />(e) Neither the execution and delivery of this Agreement <br />and the consummation of the transactions contemplated hereby <br />nor the fulfillment of or compliance with the terms and condi- <br />tions of this Agreement is prevented or limited by or in <br />conflict with or will result in a breach of the terms, <br />conditions or provisions of the Developer's Articles of <br />Incorporation or By-Laws or of any evidences of indebtedness, <br />262545.1 2 - 2 <br />