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(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) If the Developer completes the Improvements, they <br /> shall be completed in accordance with the terms of this Agree- <br /> ment and all applicable local, State and federal laws and <br /> regulations (including, but not limited to, environmental, <br /> zoning, 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 regulation. <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 /> r 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 and completed. <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 /> conditions11or provisions of the Developer' s Articles yr <br /> t <br /> IIILJJiJUtatitJll or Dy-Laws partnership agreement or other <br /> organizational documents or of any evidences of indebtedness, <br /> agreement, or instrument of whatever nature to which the <br /> Developer is now a party or by which it or its property is <br /> bound or will constitute a default under any of the foregoing. <br /> 334455.RED <br /> v5 to v4 9/10/9B 2-2 <br /> • <br /> Ill (1 71)7P! IACD 'ON/IC :P11 '1R/CC :Pf1 PA H f 79 Qnnrua urMua <br />