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ARTICLE II <br /> <br />Representations, Warranties and Covenants <br /> <br /> Section 2.1. Representations, Warranties and Covenants by the <br />City. The City represents and warrants that it is authorized to <br />enter into and perform its obligations under this Agreement. <br /> <br /> Section 2.2. Representations, Warranties and Covenants by the <br />Company. The Company represents and warrants that: <br /> <br /> (a) The Company is a limited liability company duly <br />organized and in good standing under the laws of the State of <br />Delaware, is authorized to conduct its business activities in <br />the State of Minnesota, is not in violation of any provisions <br />of its organizational documents or the laws of the State of <br />Minnesota or the State of Delaware and is authorized to enter <br />into and perform its obligations under this Agreement. <br /> <br /> (b) The execution and delivery of this Agreement, the <br />consummation of the transactions contemplated hereby and the <br />fulfillment of or compliance with the terms and conditions of <br />this Agreement are not prevented or limited by and will not <br />conflict with or result in a breach of any provision or <br />requirement applicable to the Company or of any provision of <br />any evidence of indebtedness, agreement or instrument of <br />whatever nature to which the Company is now a party or by <br />which it is bound. <br /> <br /> (c) The Company, with respect to its construction, <br />operation and maintenance of the Improvements upon the <br />Development Property, will cause the same to occur in <br />accordance with this Agreement and all local, state and <br />federal laws and regulations (including without limitation <br />environmental, zoning, building code and public health laws <br />and regulations). <br /> <br /> (d) The Company has received no notice or communication <br />from any local, state or federal official or body that any <br />activities of the Company respecting the Development Property <br />contemplated by this Agreement, including the construction of <br />the Improvements on the Development Property, may be or will <br />be in violation of any law or regulation. <br /> <br /> (e) The Company will obtain, in a timely manner, all <br />required permits, licenses and approvals, and to meet, in a <br />timely manner, all requirements of all applicable local, state <br />and federal laws and regulations which must be obtained or met <br />before the Improvements may be lawfully constructed and <br />completed. <br /> <br />1198072.2 4 <br /> <br /> <br />