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(h) The City will cooperate fully with the Developer with respect to any litigation <br /> Mr commenced by third parties with respect to the activities contemplated by this Agreement. <br /> Section 2.2 Representations and Warranties by the Developer. The Developer <br /> represents and warrants that: <br /> (a) The Developer is a limited liability company organized and in good standing <br /> under the laws of the State, is not in violation of any provisions of its organizational documents <br /> or to the best of the Developer's knowledge the laws of said State, has the power and authority to <br /> enter into this Agreement and has duly authorized the execution, delivery and performance of <br /> this Agreement by proper action of its members. <br /> (b) The Developer will construct the Minimum Improvements in accordance with the <br /> terms of this Agreement, the Development Program and all local, State and federal laws and <br /> regulations (including, but not limited to, environmental, zoning, energy conservation, building <br /> code and public health laws and regulations), except for variances necessary to construct the <br /> Minimum Improvements contemplated in the Construction Plans approved by the City. <br /> (c) The Developer will obtain, in a timely manner, all required permits, licenses and <br /> approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and <br /> federal laws and regulations which must be obtained or met before the Minimum Improvements <br /> may be lawfully constructed. <br /> • (d) The execution and delivery of this Agreement, the consummation of the <br /> transactions contemplated hereby, and the fulfillment of the terms and conditions hereof do not <br /> and will not conflict with or result in a breach of any of the terms or conditions of the <br /> Developer's organizational documents, any restriction or any agreement or instrument to which <br /> the Developer is now a party or by which it is bound or to which any property of the Developer <br /> is subject, and do not and will not constitute a default under any of the foregoing. To the best of <br /> the Developer's knowledge, the execution and delivery of this Agreement, the consummation of <br /> the transactions contemplated thereby, and the fulfillment of the terms and conditions thereof do <br /> not and will not result in a violation of any order, decree, statute, rule or regulation of any court <br /> or of any state or federal regulatory body having jurisdiction over Developer or its properties, <br /> including its interest in the Development, and do not and will not result in the creation or <br /> imposition of any lien, charge or encumbrance of any nature upon any of the property or assets <br /> of Developer contrary to the terms of any instrument or agreement to which Developer is a party <br /> or by which it is bound. <br /> (e) The execution and delivery of this Agreement will not create a conflict of interest <br /> prohibited by Minnesota Statutes, Section 412.311, as amended, or any successor statute. <br /> (f) The Developer would not construct the Minimum Improvements but for the <br /> execution of this Agreement and the tax increment financing assistance made available <br /> hereunder. <br /> (g) The Developer will fully cooperate with the City with respect to any litigation <br /> • commenced by third parties with respect to the activities contemplated by this Agreement. <br /> 1674205v8 13 <br />