08-28-1995 EDA - Laserfiche WebLink

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• Section 2 . 2 . Representations, Covenants and Warranties by the Developer. The Developer represents, covenants, and warrants that : (a) The Developer is a limited liability company duly organized, existing, and in good standing under the laws of the State of Minnesota. The Developer has full power and authority to enter into this Agreement and to perform its obligations hereunder and has taken or caused to be taken all actions necessary to make the Agreement, when executed and delivered by the Parties, the valid and binding agreement and obligation of the Developer, enforceable in accordance with its terms, except to the extent such enforceability may be limited by equitable principles and by laws affecting remedies and by bankruptcy, moratorium and insolvency laws and laws affecting creditors ' rights, heretofore or hereafter enacted. (b) The Improvements shall be completed by the Developer in accordance with the terms of this Agreement and all applicable local, State and federal laws and regulations (including, but not limited to, environmental, zoning, building code and public health laws and regulations) . (c) The Developer has received no notice or communication from any local, state or federal official to the effect (and, to the best of the Developer' s knowledge, there 411 is no other basis upon which to believe) that the execution of this Agreement or the performance by the Developer under this Agreement is, may be or will be in violation of any local, state or federal law or regulation. (d) The Developer agrees and covenants that it will use its best efforts to obtain or cause to be obtained, in a timely manner, all required permits, authorizations, licenses and approvals, including environmental and zoning approvals for the Development Property and the Improvements, and that the Developer will meet and abide by, in a timely manner, all requirements and conditions of all such permits, authorizations, licenses, and approvals and of all applicable local, state, and federal laws and regulations which must be obtained or met before the Improvements may be lawfully undertaken, completed and operated. (e) Neither the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the terms and condi- tions of this Agreement is prevented or limited by or in conflict with or will result in a breach of the terms, conditions or provisions of the Developer' s Articles of Organization or of any evidences of indebtedness, agreement, 298106.1 2-2